Terms and Conditions.
IMPORTANT NOTICE: THIS TERMS AND CONDITIONS AGREEMENT (“AGREEMENT”) CONTAINS A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER. PLEASE READ IT CAREFULLY BECAUSE IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE BINDING INDIVIDUAL ARBITRATION SECTION BELOW.
Effective Date: This Agreement was last updated on August 6th, 2019.
This Agreement sets forth the standards of use for the https://www.andreawinter.com website (the “Site”), governs any and all access and use of the Site, the information or content contained on the Site, and all aspects of the Services (defined below).
By using the Site and/or Services, you (“you”) agree to this Agreement. If you do not agree to this Agreement, you may not use the Site or any of the Services. You represent that you have the capacity to be bound by this Agreement.
THIS AGREEMENT SETS FORTH LEGALLY BINDING TERMS AND GOVERNS YOUR ACCESS TO AND ALL USE OF THE SITE AND THE INFORMATION AND CONTENT CONTAINED THEREON, AND OF THE SERVICES. BY ACCESSING OR USING THE SITE OR CONTENT THEREON, AND/OR ANY SERVICE, YOU ARE ACCEPTING THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SITE, THE INFORMATION OR CONTENT CONTAINED THEREON, OR ANY SERVICE.
Use of the Site and/or the Services is also governed by the terms of any Coaching Agreement you may have entered with us. Your continued use of the Site and/or any Service is an acknowledgement and acceptance by you that neither Andrea Winter LLC, nor any of its past, present, or future affiliates or subsidiaries and their respective officers, directors, incorporators, members, partners, owners, agents, management, controlling parties, entities under common control, vendors, service providers, attorneys, employees, or representatives are not responsible for any acts or omissions related in any way to your use of the Site or any Service.
Andrea Winter LLC, reserves the right, at any time, to modify, alter, or update this Agreement without prior notice. Modifications shall become effective immediately upon being posted on the Site. Your continued use of the Site and/or any Service (defined below) after amendments are posted constitutes an acknowledgement and acceptance of the Agreement and its modifications. Except as provided in this paragraph, this Agreement may not be amended.
1. DESCRIPTION OF SERVICES
Through the Site, Andrea Winter LLC, is providing you with information about health, wellness, and other topics, as well as (a) in addition to the Site, as applicable, software platforms, applications, and social media platforms made available from time to time, (b) the ability to purchase wellness coaching services, and the ability to schedule and/or modify appointments for such services; (c) as applicable, the purchase other services or products; (d) the ability to receive email notifications and notifications from other mediums (collectively, the “Services”).
You must (1) provide all equipment necessary for accessing the Site, (2) provide for your access to the Internet to use the Site, and (3) pay any fees related with such Internet or equipment.
2. USE OF SITE AND SERVICES
You may access and use the Site and Services only for lawful purposes and only pursuant to this Agreement. Your right to access and use the Site and Services is personal to you and is not transferable by you to any other person or entity. Unless explicitly permitted by us in writing, you may not assign, transfer, re-market, resell or otherwise dispose of, the Site and/or Services without obtaining our prior written consent, which may be withheld in our sole discretion.
Your access and use of the Site and Services may be interrupted from time to time for any of several reasons, including the malfunction of equipment, periodic updating, maintenance or repair of such the Site or Service or other actions that we may, in our sole discretion, elect to take. From time to time, we may suspend or discontinue, or otherwise restrict access by any user to, the Site and/or Service or any portion or feature of any Site and/or Service at any time, in our sole discretion and without prior notice to you. We will not be liable if, for any reason, any Site and/or Service or any portion or feature of any Site and/or Service is unavailable at any time or for any period.
As a user of the Site and/or Services, you will not and you will not attempt to or otherwise authorize, encourage or support a third party’s attempts to, do any of the following, as determined by us, in our sole discretion:
· violate any applicable law or regulation;
· upload, post, use, transmit, or otherwise make available, including by e-mail, (each, a “Post”) any content or information that is false or inaccurate;
· Post any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, or content that could otherwise be considered to be objectionable;
· impersonate or use the identity of another person or organization, or falsely state or otherwise misrepresent your affiliation with a person or organization;
· engage in any activities or manipulate identifying material to misrepresent the origin of content;
· Post any content that is subject to any disclosure restrictions;
· Post any materials, items, information or content that infringes or otherwise violates any patent, copyright, trademark, or any other intellectual property rights;
· Post any unsolicited or unauthorized advertising or promotional materials, including without limitation, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
· use it to disseminate any information or content, including by e-mail, that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, or information or content that could otherwise be considered to be objectionable;
· Post any material that contains software viruses or any other corrupt computer code, files or programs that impair the use of any computer software or hardware or telecommunications equipment;
· interfere with or otherwise limit the use of the Site or Services by other users; or collect, compile, or store personal information about other users of the Site or Services;
· disrupt or interfere with the operation of the Site or Services by overloading or exceeding the capacity of this Site or the systems resources; accounts; usernames and passwords; servers; or networks connected to or accessible through this Site or any affiliated or linked sites;
· disrupt or interfere with the security of, or otherwise cause harm to, the Site or Services or the systems resources; accounts; usernames and passwords; servers; or networks connected to or accessible through the Site or Services or any affiliated or linked sites;
· use any robot, spider, other automatic device, or manual process to “screen scrape,” monitor, “mine,” or copy the web pages on the Site or Services or the content contained therein without Andrea Winter LLC’s prior, express, and written permission; or
· use the Site or Services for commercial purposes.
You agree that you are solely responsible for the Post of any content that you make available on or send through the Site or Services (“User Content”). In addition to the rights granted to Andrea Winter LLC elsewhere in this Agreement, you hereby grant Andrea Winter LLC the irrevocable right to copy and use User Content in connection with the Site and Services and for the purposes related to your Post of the User Content. Although Andrea Winter LLC has no obligation to screen, edit or monitor any of the User Content or user conduct on the Site or Services, Andrea Winter LLC reserves the right, and has absolute discretion, to remove, screen or edit any User Content and to monitor any user conduct on the Site and Services at any time and for any reason without notice. Your User Content may be available on the Site for a limited period of time, as determined by Andrea Winter LLC in its sole discretion. You are solely responsible for creating backup copies and replacing any of your User Content at your sole cost and expense.
3. DISCLAIMER OF WARRANTIES.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE, THE INFORMATION OR CONTENT CONTAINED THEREON, AND/OR ANY SERVICE IS AT YOUR SOLE RISK AND THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, ANY CONTENT OR INFORMATION THEREON, AND/OR ANY SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND ANDREA WINTER LLC ENTITIES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SITE, THE INFORMATION CONTAINED THEREON AND/OR ANY SERVICE EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT. ANDREA WINTER LLC DO NOT WARRANT THAT THE SITE, ANY CONTENT PROVIDED THEREON, AND/OR ANY SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SITE OR THE INFORMATION CONTAINED THEREON WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANDREA WINTER LLC OR ITS AUTHORIZED REPRESENTATIVES OR ANY EMPLOYEE WILL CREATE A WARRANTY. THE FOREGOING EXCLUSIONS SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THE SITE, THE INFORMATION AND CONTENT PROVIDED THEREON AND/OR ANY SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, AND THEREFORE IN SUCH INSTANCES, THE ABOVE-REFERENCED EXCLUSION IS INAPPLIABLE.
4. LIMITATION OF LIABILITY
YOU UNDERSTAND THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ANDREA WINTER LLC SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR ANDREA WINTER LLC SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO THE SITE OR THE INFORMATION CONTAINED THEREON, OR ANY SERVICE, WHETHER SUCH DAMAGES ARISE IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF ANDREA WINTER LLC HAA BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have additional rights.
Under no circumstances whatsoever shall Andrea WInter LLC’s aggregate liability resulting from or relating to your use of this Site or any Service, exceed Five Dollars ($5.00).
5. INDEMNIFICATION
You agree to indemnify and hold Andrea Winter LLC harmless from any claims, demands, liabilities, damages, losses, and expenses, including, without limitation reasonable attorneys’ fees and costs, made by any third party due to or arising out of or connected in any way with your use of the Site, any information or content provided thereon, any Service, the violation of this Agreement, using your equipment to access the Site, infringement of any intellectual property or any other right of any person or entity. The indemnification obligations under this Section shall survive the termination or expiration of this Agreement or your use of the Site and/or any Service.
6. BINDING INDIVIDUAL ARBITRATION
PLEASE READ THIS SECTION CAREFULLY—IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
Agreement to Arbitrate
Any civil action, claim, dispute or proceeding arising out of or relating to this or any previous version of this Agreement, your use of or access to the Site or any Service, or any products or services sold, offered or purchased, except for an injunctive action regarding a breach or threatened breach of any provision of this Agreement by you as provided below, will be resolved exclusively through final and binding arbitration, before a single arbitrator, rather than in court. The Federal Arbitration Act governs the interpretation and enforcement of this “Agreement to Arbitrate” section (this “Agreement to Arbitrate”).
Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of this Agreement as a court would.
The arbitrator, and not any federal, state or local court or agency, will have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement to Arbitrate, any part of it, or of this Agreement, including any claim that all or any part of the Agreement to Arbitrate or this Agreement is void or voidable.
The arbitration will be conducted by the American Arbitration Association (the “AAA”) in Hennepin County, Minnesota, under the AAA’s rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (as applicable), as modified by this Agreement to Arbitrate. The AAA’s rules are available at http://www.adr.org. A form for initiating arbitration proceedings is available on the AAA’s site at www.adr.org.
Andrea Winter LLC (also referred to in this Section 6 as “we” or “us”) and you will select the arbitrator, and if you and we are unable to reach agreement on selection of the arbitrator within 30 days after the notice of arbitration is served, then the AAA will select the arbitrator. Arbitration will not commence until the party requesting arbitration has deposited U.S. $1,000 with the arbitrator for the arbitrator’s fees and costs. The party requesting arbitration will advance such sums as are required from time to time by the arbitrator to pay the arbitrator’s fees and costs until the prevailing party is determined or the parties have agreed in writing to an alternate allocation of fees and costs.
The arbitrator will decide the substance of all claims in accordance with the laws of the State of Minnesota, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator will not be bound by rulings in prior arbitrations involving our other users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law. Judgment upon any award rendered by the arbitrator is final, binding and conclusive upon you and us and your and our respective administrators, executors, legal representatives, successors and assigns, and may only be entered in the state or federal courts of record for Hennepin County, Minnesota.
Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.
THEREFORE, YOU DO NOT HAVE THE OPPORTUNITY TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS AND YOU GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS. BY USING THE SITE OR ANY SERVICE, YOU CONSENT TO THESE RESTRICTIONS.
EXCLUSIONS FROM ARBITRATION. YOU AND ANDREA WINTER LLC AGREE THAT THE ONLY DISPUTES NOT COVERED BY THIS SECTION ARE (1) CLAIMS REGARDING THE INFRINGEMENT, PROTECTION OR VALIDITY OF YOUR OR ANDREA WINTER LLC’S TRADE SECRETS, COPYRIGHT, TRADEMARK OR PATENT RIGHTS AND (2) CLAIMS YOU CHOOSE TO PURSUE IN SMALL CLAIMS COURT WHERE JURISDICTION AND VENUE OVER ANDREA WINTER LLC AND YOU OTHERWISE QUALIFIES FOR SUCH SMALL CLAIMS COURT AND WHERE YOUR CLAIM DOES NOT INCLUDE A REQUEST FOR ANY TYPE OF EQUITABLE RELIEF.
Right to Opt-Out of Binding Arbitration and Class Action Waiver Within 30 Days. You have the right to opt-out and not be bound by this arbitration provision by sending written notice of your decision to opt-out to Andrea Winter LLC, PO BOX 55437, United States or aw@andreawinter.com. The written notice must be postmarked or emailed within thirty (30) days of the later of the date noted in the Last Update of this Agreement or your initial log in to the Site. Your written notification must include: (1) your name, (2) your physical postal address, and (3) a clear statement that you do not wish to resolve disputes with Andrea Winter LLC through arbitration. Otherwise you shall be bound to arbitrate any disputes, claims, or controversies in accordance with the terms of this Section. If you opt-out of this arbitration provision, Andrea Winter LLC also will not be bound by it. If you do not affirmatively elect to opt out as described above, your use of the Site and/or any Service will be deemed to be your irrevocable acceptance of this Agreement and any changes/updates to this Section.
Notice of Dispute. IF YOU HAVE A DISPUTE WITH ANDREA WINTER LLC, YOU MUST FIRST SEND WRITTEN NOTICE OF THE NATURE OF THE DISPUTE TO ANDREA WINTER LLC C/O ANDREA WINTER, PO BOX 94, SAVAGE, MN 55378, UNITED STATES OR AW@ANDREAWINTER.COM TO GIVE THE ENTITY WITH WHICH YOU HAVE A DISPUTE THE OPPORTUNITY TO RESOLVE THE DISPUTE INFORMALLY THROUGH NEGOTIATION. You agree to negotiate resolution of the Dispute in good faith for no less than sixty (60) days after you provide notice of the Dispute. If Andrea Winter LLC with which you have a Dispute does not resolve your Dispute within sixty (60) days from receipt of written notice of the Dispute, you or Andrea Winter LLC with which you have a Dispute may pursue your claim in arbitration pursuant to the terms in this Section.
Confidentiality of Arbitration Proceedings. Arbitration proceedings conducted pursuant to this Section 6 shall be strictly confidential. The fact that an arbitration exists or is proceeding, the nature of the Dispute, all documents exchanged in connection with the arbitration, all testimony (including transcripts of testimony, if any) that is given in the arbitration proceeding, and any arbitration award shall remain confidential. The only exceptions to this confidentiality provision are disclosures reasonably necessary to confirm or vacate an arbitration award, a judicial challenge to an arbitration award or its enforcement, or disclosure that is required by operation of law or court order; provided, however, that this Paragraph shall not prevent the disclosure of such information (1) as may be required to your legal and financial advisors and independent accountants; (2) as may be required to Andrea Winter LLC (a) legal, financial and other professional advisors, regulators, rating agencies, independent accountants, analysts, agents, and/or directors, (b) shareholders and/or affiliates and their respective officers, directors and legal, financial and other professional advisors, and/or (c) existing or potential insurers or reinsurers, existing or potential investors, existing or potential lenders, or existing or potential purchasers; and/or (3) as otherwise required to comply with any applicable law or regulation.
Severability. If any clause within this Section (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that specific clause will be severed from this Section, and the remainder of this Section will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Section will be unenforceable, and the Dispute will be decided by a court and you and Andrea Winter LLC with which you have a dispute each agree to waive in that instance, to the fullest extent allowed by law, any trial by jury.
Continuation. This Section shall survive any termination of this Agreement or the provision of any Service to you.
7. GOVERNING LAW AND JURISDICTION
THE PARTIES AGREE THAT THE LAWS OF THE STATE OF MINNESOTA WITHOUT REGARD TO ITS CONFLICT OF LAW RULES, GOVERN THIS AGREEMENT AND ANY DISPUTES BETWEEN YOU AND ANDREA WINTER LLC. ANY DISPUTE NOT SUBJECT TO ARBITRATION WILL BE LITIGATED EXCLUSIVELY BY EITHER PARTY IN A COURT OF COMPETENT JURISDICTION IN EITHER THE STATE OR FEDERAL COURTS LOCATED IN MINNESOTA, COUNTY OF HENNEPIN.
8. MODIFICATIONS AND INTERRUPTION TO SERVICE
Andrea Winter LLC reserves the right to modify or discontinue the Site and/or any Services at any time, with or without notice to you. Andrea Winter LLC shall not be liable to you or any third party should Andrea Winter LLC exercise its right to modify or discontinue the Site, and/or any Service. You acknowledge and accept that Andrea Winter LLC exercise does not guarantee continuous, uninterrupted or secure access to the Site and operation of the Site may be interfered with or adversely affected by numerous factors or circumstances outside of Andrea Winter LLC’s exercise control.
9. THIRD-PARTY SITES, MOBILE APPLICATIONS AND INFORMATION
The Site may include links to other mobile applications and sites on the Internet that are owned and operated by online merchants and other third parties. You acknowledge that Andrea Winter LLC are not responsible for the accuracy or availability of, or the content located on or through, any third-party mobile application or site. Links to such mobile applications and sites do not imply any endorsement, ownership, control, authorization or sponsorship by Andrea WInter LLC exercise of such mobile applications or sites, or the content, products, or services available from such mobile applications or sites. You acknowledge sole responsibility for and assume all risk arising from your use of any such mobile application or site. By using the Site and/or the Services, you expressly release Andrea Winter LLC from any and all liability arising from your use of any third-party mobile application or site. You should contact the provider, administrator or webmaster for those third-party mobile applications and sites if you have any concerns regarding such links or the content located on such mobile applications and/or sites. Your use of those third-party mobile applications and sites is subject to the terms of use and privacy policies of each mobile application and site, and we are not responsible therein. We encourage you to review said privacy policies of any third-parties’ mobile applications and sites.
10. COMPLIANCE WITH LAWS
You assume all knowledge of applicable law and are responsible for compliance with any such laws. You may not use the Site or any Service in any way that violates applicable state, federal, or international laws, regulations or other government requirements. You further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.
11. COPYRIGHT AND TRADEMARK INFORMATION
All content included or available on the Site, including site and application design, text, graphics, interfaces, and the selection and arrangements thereof is ©2021 Andrea Winter LLC, with all rights reserved, and is the property of Andrea Winter LLC and/or third parties protected by intellectual property rights. Any use of materials on the Site, including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of Andrea Winter LLC is strictly prohibited. You agree not to use any robot, spider, or other automatic device, or manual process to monitor or copy the Site and/or any content or information contained on any of them without prior written permission of an authorized officer of Andrea Winter LLC.
The Andrea Winter LLC name and logo are proprietary marks of Andrea Winter LLC. Andrea Winter LLC’s trademarks may not be used in connection with any product or service that is not provided by Andrea Winter LLC, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Andrea Winter LLC.
All other trademarks displayed in the Site, if any, are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of those vendors. In addition, such use of trademarks or links to the sites of vendors is not intended to imply, directly or indirectly, that those vendors endorse or have any affiliation with Andrea Winter LLC.
12. NOTIFICATION OF CLAIMED COPYRIGHT INFRINGEMENT
Pursuant to Section 512(c) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, Andrea Winter LLC designates the following individual as its agent for receipt of notifications of claimed copyright infringement.
Andrea Winter LLC
By Mail: Andrea Winter LLC c/o Andrea Winter PO BOX 94, Savage, MN 55378, United States. By Email: aw@andreawinter.com
13. SUBMISSIONS
Any and all questions, comments, suggestions, and similar materials or information that you send or submit to Andrea Winter LLC or a third party provider on the Site or in connection with any Services, by a Post or otherwise (collectively, “Submissions”), shall become Andrea Winter LLC’s property; and you hereby transfer, sell, and assign to Andrea Winter LLC all of your right, title, and interest in and to any such Submissions, including without limitation, any and all related patent, copyright, trademark, and other intellectual property rights. Andrea Winter LLC has no obligation of any kind whatsoever to maintain any confidentiality with respect to any such Submissions. Andrea Winter LLC shall be free to use them for any purpose whatsoever without providing you notice or receiving your consent, and without restriction or compensation.
14. OTHER TERMS
Except as otherwise stated herein, this Agreement constitutes the entire and exclusive understanding and agreement between you and Andrea Winter LLC regarding the Site and any Service and supersedes and replaces any and all prior oral and written understandings or agreements between you and Andrea Winter LLC regarding the Site and/or any Service, subject to the terms of any coaching services agreement between you and Andrea Winter LLC. If any provision of this Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. You agree that this Agreement and any other agreements referenced herein may be assigned by Andrea Winter LLC, in its sole discretion, to a third party in the event of a merger or acquisition. This Agreement shall apply in addition to, and shall not be superseded by, any other written agreement between Andrea Winter LLC and you in relation to your participation as a user of the Site and/or any Service. You agree you may not use the Site and/or any Service without accepting this Agreement and that by accepting this Agreement, you are consenting to the use and disclosure of your personally identifiable information and other practices described in our Privacy Policy (available at https://www.andreawinter.com).