These Terms of Use (the "Agreement" or "Terms") contain the terms under which Niluka Kavanagh, operating under the name Imaginethat (hereby, "us," "We," the "Company"), provide their Service(s) to you ("You" or "Client") and describe how the Offerings may be accessed and used. You and Company may be referred to collectively as the "Parties." You indicate your agreement to these Terms by clicking or tapping on a button indicating your acceptance of these Terms, by executing a document that references them, or by using the Offerings.

If you will be using the Services on behalf of an organization, you agree to these Terms on behalf of that organization, and you represent that you have the authority to do so. In such case, "you" and "your" will refer to that organization.

1. Introduction.

Company is a network and brand that helps leaders, executives, founders, and other professionals become more visible and influential, communicate with greater confidence and authority, and improve their public speaking — whether in the boardroom, a meeting, a pitch, at industry events, or on stage.

The services provided by the Company include the Website, the ImagineThat Club, the Gravitas Programme, the ImagineThat Discovery Call and ANY and ALL other services, information or advice delivered by the Company (the "Service" or collectively the "Services") under ImagineThat. The following Terms apply to the Service. The Company reserves the right to change, add to, replace, or discontinue any of its offerings at any time, as set out in Section 8.

The term "Website" encompasses all content, features, and functionalities available at www.imaginethatclub.com, including but not limited to blogs, articles, videos, graphics, audio, recordings, downloadable materials, and any content disseminated through our official social media channels (e.g., Instagram, LinkedIn, Facebook, YouTube). All such content is considered part of the "Materials" and is protected under applicable intellectual property laws.

2. The Gravitas Programme

Company offers an educational programme (the "Gravitas Programme" or the "Programme") designed for executives, leaders, and founders who want to become paid keynote speakers and speak at industry events, conferences, and within companies. The Programme is delivered over a number of weeks and combines on-demand learning materials with live sessions. Programmes run at times determined by the Company and spaces are limited. You may apply or register for the Programme via the form found on the Website.

a. Programme Offerings. When you join the Gravitas Programme, you will have access to:

i. On-demand video modules covering topics such as positioning your expertise as a speaker, creating a keynote, authority-led storytelling, delivery, getting booked, and building a speaker brand.

ii. Live group sessions and/or 1:1 sessions with the Company founder, Niluka, scheduled by the Company during the Programme. The format and number of these sessions will be decided at the start of each cohort and may vary between cohorts.

iii. Anything else the Company determines in its sole discretion to include in the Programme.

The exact structure, content, duration, format, and delivery of the Programme (including the number of modules and live sessions) may vary between cohorts and may be changed by the Company at any time in its sole discretion, in accordance with Section 8.

b. Your Responsibilities as a Programme Participant. When you join the Programme, you agree to the following:

i. Attend the live sessions scheduled by the Company. Missed sessions will not be rescheduled unless approved by the Company.

ii. Engage fully with Programme materials and discussions.

iii. Conduct yourself professionally and respectfully in all Programme settings.

c. Admission. Company reserves the right to accept or reject any application or participation in the Programme or the Club at its sole discretion, including for reasons related to availability, suitability, or conduct history.

• Sessions cannot be saved or carried over to another time after the Programme ends and any other requests are at the discretion of the Company.

d. Fees.

i. The fees for the Programme are identified on the Website or communicated to you at the time of application.

ii. Fees are normally payable in full, up front, before the start of the Programme. Failure to make payment in full (or, where a payment plan has been agreed, to make any instalment when due) will mean that you are not able to join, or continue in, the Programme.

iii. Payment plans may be made available at the Company's sole discretion and must be agreed in writing (email sufficient).

iv. All payments for the Programme are final and non-refundable, unless required by law, in accordance with Section 6(e).

3. ImagineThat Club

ImagineThat Club is a global online community designed to support leaders, executives, founders, and professionals who want to speak with more confidence, authority, and gravitas — whether in the boardroom, a meeting, a pitch, or any other context where speaking matters (the "Club").

a. Club Offerings. By joining the Club, you will receive access to:

i. Monthly Live Practice Sessions. Live public speaking, communication, and pitch practice sessions with the Company founder, Niluka, and other members of the community.

ii. Personalised Feedback. From time to time, you may also receive personalised feedback on your speaking from Niluka during the live sessions.

iii. Community. Joining a directory of other peers in the community.

iv. Club Communications. Messaging and/or email updates through which members can ask questions, share updates, and hear announcements about the Club.

v. Club Member Spotlight. The chance to be promoted on the ImagineThat channels, subject to input and timings. This is at our discretion.

vi. Anything else the Company determines in its sole discretion to include in the Club.

These are collectively referred to as the "Club Offerings" or individually as a "Club Offering." The Club Offerings may vary from time to time and may be changed by the Company at any time in its sole discretion, in accordance with Section 8.

b. Membership.

i. Membership of the Club is offered on an annual basis. An annual membership provides you access to the Club for a period of one year from the date of purchase ("Member(s)").

ii. Unused benefits within a subscription period do not roll over.

iii. Renewal. Your membership will renew automatically each year for a further one-year term unless cancelled before the renewal date pursuant to Section 3(b)(v). You authorize us to set up an automated recurring billing process in accordance with Section 6(c).

iv. Fees.

1. The fees for membership are identified on the Website.

2. Company retains the right to increase or decrease the cost of the Services at any point. These price changes will go into effect upon the renewal of your membership plan and will not impact your then-current subscription fee.

3. If there is a price increase upon renewal, the Company will notify you in advance and provide a new payment link via Wix reflecting the updated membership fee. Your membership will only renew upon successful completion of the new payment.

v. Cancellation. Members may cancel their membership at any time through the WIX platform by logging into their account. Upon cancellation, Members will have access to the Club until the end of their current annual term. Cancellation takes effect at the end of the then-current term and no refunds will be provided for the remainder of the term, unless required by law.

c. Eligibility. Membership is open to individuals who are:

i. At least 18 years old;

ii. A leader, executive, founder, or professional seeking to improve their public speaking, communication, or visibility; and

iii. Committed to fostering a supportive and collaborative community environment.

4. Community and Conduct Guidelines

Whether you join the Club, the Gravitas Programme, or any other Service, you are joining the ImagineThat network and are expected to contribute to and respect the integrity, safety, and positivity of the community. By participating in any aspect of the Services, including but not limited to live practice sessions, Programme sessions, workshops, and community discussions, you agree to abide by the following Guidelines:

i. Respect and Kindness. Treat all members with courtesy, empathy, and respect. Discrimination, harassment, hate speech, or personal attacks of any kind will not be tolerated.

ii. Constructive Participation. Engage in discussions in a supportive, solution-oriented manner. Offer feedback with the intent to help, and refrain from overly negative or dismissive comments.

iii. Confidentiality. Respect the confidentiality of shared information. Do not share any personal or business details disclosed by other members or participants outside the Services without express permission.

iv. No Self-Promotion or Spam. Do not use community spaces solely for self-promotion, marketing, or solicitation unless explicitly invited (e.g., in a designated promotion thread). Excessive posting of links, promotional content, or irrelevant material is prohibited.

v. Inclusivity. The Services are open to participants from diverse backgrounds, identities, and experiences. Embrace inclusivity and refrain from language or behavior that may exclude or marginalize others.

vi. Integrity and Honesty. Represent yourself and your business truthfully. Misleading claims, false testimonials, or misrepresentation of skills, results, or affiliations are prohibited.

vii. Use the Platform Responsibly. Use all community platforms and digital resources responsibly. Do not engage in any activities that could compromise the platform's integrity, disrupt others' experience, or violate applicable laws.

viii. Feedback and Moderation. The Company reserves the right to moderate all interactions and remove content or restrict access to members or participants who violate these guidelines. Repeated or serious violations may result in suspension or termination of membership or Programme participation without a refund.

ix. Support Each Other. The spirit of the ImagineThat network is mutual support. When possible, uplift others by providing encouragement, sharing useful resources, or offering help.

Any violation of these Guidelines will result in immediate removal from the relevant Service, including the Club or the Gravitas Programme. Additionally, Company may remove you from any Service for any other behaviour it deems detrimental to the other members or participants or to the Company.

5. Bespoke Coaching.

Company may decide in the future to make available 1:1 support for clients. The manner of the support, contents, and information made available regarding the Bespoke Coaching will be determined at a future date and will be determined in a manner determined, in their sole discretion, by the Company.

The payment terms for the bespoke coaching will be determined on a case-by-case basis and will be agreed to in writing (email sufficient) by both parties. Company will send an invoice to you in order to collect payment. The invoice will include:

a. The amount due;

b. The date when the payment is due by; and

c. The payment method.

Company reserves the right to send a payment request via WIX.

If you are interested at any point in receiving Bespoke Coaching, please reach out to Company via email at hello@imaginethatclub.com.

6. Payment Terms.

a. Access Upon Payment. Once a payment is made for a particular Service, you will have access to the Service as appropriate.

b. Payment Processor. All payments are collected via a third-party processor, including, but not limited to, WIX or Stripe (we retain discretion to use whichever processor we determine is best for us). Upon payment, your information, including credit card details and contact information, may be collected by the third-party merchant. These third-party merchants may have terms of service, privacy policies, or security practices that are different than those of Company. As such, all payments are governed by the third party processors terms and conditions.

c. Automated Payment. For members utilizing the Club, you authorize us to set up an automated recurring billing process unless you terminate your membership before renewal.

d. Failed Payments. If an automated payment fails, members will be notified immediately and asked to provide an updated payment method. Should the payment fail a second time, Company is entitled to terminate your access to the Services and request any outstanding payments to be made where applicable.

e. Refunds. All payments, including for the Club and the Gravitas Programme, are final and non-refundable, unless required by law or otherwise granted at the sole discretion of the Company.

7. Communications.

By signing up for one of Company's Services, you understand and agree to sign up for the Company's newsletter. You can unsubscribe from the newsletter at any time by clicking unsubscribe on the email.

8. Changes to Services.

Company reserves the right to, in their sole discretion, modify, suspend, or terminate any of the Services at any time. For the avoidance of doubt, this includes the right to change the structure, content, format, schedule, benefits, offerings, pricing, or delivery of any Service — including the ImagineThat Club and the Gravitas Programme — at any time, and each offering may differ from one membership term or cohort to the next. Should Company decide to modify, suspend, or terminate any of the Services, you will not be entitled to any refund for your prior use of the Services.

9. Confidentiality.

All information disclosed by either party during the course of the Services, including but not limited to documents, training materials, images, audio, video, and other related content, shall be considered confidential ("Confidential Information"). Neither party shall disclose, reproduce, or distribute any Confidential Information without prior written consent from the other party, except as required by law. Both parties agree to implement reasonable safeguards to protect the confidentiality of such information. This obligation shall survive the termination of this Agreement indefinitely.

10. Intellectual Property.

a. Materials; Intellectual Property. All materials provided through the Services, including but not limited to the Company website and its content and the Services content, templates, videos, documents, guides, downloads, training materials, and proprietary methods (collectively, the "Materials"), are the exclusive property of the Company and are protected by copyright, trademark, trade secret, and other applicable laws.

b. License. You are granted a limited, non-exclusive, non-transferable, single-user license to access and use the Materials solely for your personal, individual use.

c. Prohibited Use. Except as expressly authorized in writing, you agree not to:

i. Copy, reproduce, download, transmit, distribute, publish, or share the Materials with others,

ii. Modify, edit, or create derivative works from the Materials,

iii. Sell, sublicense, exploit, or use the Materials for any commercial purpose, or

iv. Use the Company's intellectual property in connection with any business or coaching services, whether paid or unpaid.

d. Ownership. All intellectual property rights in the Services, Materials, and any related content remain solely with the Company.

e. Equitable Relief. You acknowledge that any actual or threatened breach of this Section, including unauthorized use or disclosure of intellectual property or confidential information, would cause irreparable harm for which monetary damages would be inadequate. In such cases, the Company is entitled to seek immediate injunctive or other equitable relief, without the requirement of posting bond, in addition to any other remedies available at law or in equity.

f. Cumulative Rights. All rights and remedies provided under this Agreement are cumulative, and do not limit or exclude any other rights or remedies available by law.

11. Use Of Testimonials And Social Proof.

By participating in the Services, including but not limited to group workshops, private sessions, community events, and other live or recorded programming, you grant the Company permission to use your name, likeness, social media handles, testimonials (formal or informal), and any feedback you provide, whether written, spoken, or submitted digitally, for promotional, marketing, or educational purposes.

You also consent to the Company capturing, storing, and repurposing screenshots, video recordings, audio clips, or written exchanges from live sessions, classes, or community discussions where you may appear or contribute. These materials may be used in marketing content, training resources, or promotional materials, in accordance with applicable privacy and data protection laws.

If you wish to revoke this permission, you must submit a written request via email. The Company will make reasonable efforts to accommodate your request and cease future use, though it cannot retract previously published materials.

12. Non-Disparagement.

Both parties agree not to make any statements or engage in conduct that could reasonably be perceived as damaging to the other party's reputation, business, services, or products, whether orally, in writing, online, or through social media. In the event of a breach or threatened breach of this provision, the non-breaching party shall be entitled to seek injunctive or other equitable relief without the necessity of posting a bond, in addition to any other remedies available under law.

13. Affiliate Relationships and Endorsements.

Company may include links to third-party products, services, or programs on its Website, social media channels, or in client communications. Some of these may be "affiliate links," meaning Company may receive compensation or other benefits if you make a purchase or sign up through such links.

We only recommend products or services we believe may be of value to our audience. However, Company is not responsible for and does not guarantee the accuracy, legality, quality, or effectiveness of third-party products or services. All affiliate content is for informational purposes only and should not be considered an endorsement unless explicitly stated.

Company may enter into formal affiliate or referral agreements with brands, including financial institutions, and may be compensated per lead or conversion. Such relationships may influence the content presented, in accordance with applicable legal and regulatory requirements, including FTC guidelines.

14. Responsibility for Use of Website.

Company grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Website for your personal, non-commercial use only, subject to these Terms. You may not reproduce, distribute, display, sell, lease, transmit, create derivative works from, modify, reverse-engineer, decompile, disassemble, or otherwise exploit this Website or any portion of it unless expressly permitted by Company in writing. You are responsible for maintaining the confidentiality of any login credentials used to access the Website or any Offering and for all activity that occurs under your account or device. You agree that any access or use of the Website from your devices will be presumed to be authorized by you.

Company reserves the right to restrict, suspend, or terminate your access to the Website at any time and for any reason, including but not limited to a violation of these Terms.

15. Prohibited Use.

a. When using the Website or any Service made available by Company, you agree that you will not:

i. Copy, reproduce, duplicate, sell, resell, or exploit any portion of the Website or its content without express written permission from Company;

ii. Use the Website or its content for any unlawful purpose or in violation of any applicable local, state, national, or international law or regulation;

iii. Interfere with or attempt to disrupt the operation or security of the Website, servers, or networks connected to the Website;

iv. Access or attempt to access any data, files, or passwords related to the Website through hacking, password mining, or any other unauthorized means;

v. Use any device, software, or routine to interfere with the proper functioning of the Website;

vi. Impersonate any person or entity, or misrepresent your affiliation with any person or entity;

vii. Post or transmit any material that infringes upon the intellectual property rights of others, is false or misleading, or is defamatory, obscene, or otherwise objectionable.

b. Company reserves the right to block or revoke your access to the Website, remove any content you submit, and take legal action against you for any violation of this section.

16. Right to Monitor.

Company reserves the right, but are not obligated, to monitor materials posted in any public area and shall have the right to remove any information deemed offensive by our staff. Notwithstanding the foregoing, you remain solely responsible for your use of any information contained on the site.

17. Termination of Use.

You understand and agree that Company may revoke and prohibit your access to the Website at any time and for any reason. Furthermore, Company may terminate the provision of any Offering without refund to you should you violate this Agreement or behave in a manner inconsistent with the purpose and intent of the Website.

18. Linking to the Site.

Anyone linking to the Website must comply with all applicable laws and should not: (i) misrepresent its relationship with the Company; (ii) present false or misleading information about the Company; or (iii) contain content that is reasonably considered profanity, defamatory, vulgar, offensive, or unlawful.

19. Third-Party Providers.

We may endorse, partner with, refer you to, or collaborate with third-party providers to offer specialist or additional support. These third-party providers operate independently and are not affiliated with the Service. Any services, advice, or correspondence you engage in with third parties - whether that is facilitated through Company or directly - are entirely your own decision and undertaken at your own risk. For the avoidance of doubt, Company takes no liability whatsoever for any responsibilities, actions, services, or interactions involving third parties, including the additional services that may be provided to you during, after or at the end of the Service.

20. Links to Third Party Websites or Resources.

The Services may contain links to third-party websites or resources. The Company provides these links only as a convenience and is not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assumes all risk arising from use of any third-party websites or resources. Company is not responsible for the way these third-party websites or resources handle your personal information, whether they have a privacy notice or any information you provide to them by visiting their website. You are responsible for reading and agreeing to, or disagreeing with, the external website's privacy notice.

21. Force Majeure.

Company shall not be liable for any failure or delay in performing our obligations under this Agreement if such failure or delay is due to causes beyond our reasonable control, including but not limited to acts of God, natural disasters (such as earthquakes, hurricanes, floods, wildfires, or other extreme weather conditions), pandemics, epidemics, or other public health emergencies, acts of terrorism, war, civil unrest, governmental actions, labor strikes, supply chain disruptions, utility failures, cyberattacks, equipment failures, or the discontinuance or unavailability of essential products or services.

If a force majeure event occurs, Company will make reasonable efforts to mitigate its impact and resume performance as soon as practicable. However, if the event continues for an extended period, we reserve the right to modify, suspend, or terminate the affected services without liability.

22. DISCLAIMERS; WARRANTIES; LIMITATION OF LIABILITY

a. Disclaimer of Guarantees.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY MAKES NO WARRANTIES, GUARANTEES, OR REPRESENTATIONS, EXPRESS OR IMPLIED, ABOUT THE SERVICES, INCLUDING BUT NOT LIMITED TO THE GRAVITAS PROGRAMME, CLUB MEMBERSHIP, BESPOKE COACHING, WORKSHOPS, TRAININGS, TEMPLATES, AND ANY OTHER MATERIALS, CONTENT, OR ADVICE PROVIDED.

WE DO NOT GUARANTEE THAT YOU WILL ACHIEVE ANY PARTICULAR OUTCOMES, INCLUDING IMPROVED SPEAKING ABILITY, SPEAKING ENGAGEMENTS OR BOOKINGS, SPEAKING FEES, REVENUE GROWTH, CLIENT ACQUISITION, OR BRAND VISIBILITY. RESULTS MAY VARY BASED ON INDIVIDUAL EFFORTS, IMPLEMENTATION, MARKET FACTORS, AND OTHER VARIABLES OUTSIDE OUR CONTROL.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

i. THE IMPLIED WARRANTIES OF MERCHANTABILITY,

ii. FITNESS FOR A PARTICULAR PURPOSE,

iii. NON-INFRINGEMENT, AND

iv. WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE

b. Service-Specific Disclaimers

i. Gravitas Programme: The educational content, materials, and coaching provided through the Gravitas Programme are for informational and educational purposes only. Company does not guarantee that you will secure speaking engagements, bookings, fees, or any particular income or career outcome as a result of participating in the Programme. You are responsible for attending the sessions and applying the information provided.

ii. Club Membership: The Club is a peer and community support space for practising public speaking and communication. The Company does not monitor, verify, or endorse the accuracy of member-shared information or advice. Interactions in the Club do not constitute professional coaching or business consulting and are not a substitute for personalized professional advice. Company does not guarantee any particular improvement in your speaking, visibility, or career as a result of membership.

iii. Bespoke Coaching: All coaching is educational in nature and does not constitute legal, financial, psychological, or regulatory advice. Any outcomes discussed are illustrative only and should not be relied upon as guarantees. The implementation of coaching advice is solely your responsibility.

iv. Templates, Resources, and Trainings: These are generalized tools meant to support your development but are not tailored to your specific legal, financial, or operational circumstances. You should consult with qualified professionals where appropriate.

v. Third-Party Services: Where we recommend or connect you to third-party providers, these are offered as optional resources. We make no warranty as to their quality, accuracy, legality, or fitness for your needs. Any decision to engage with them is yours alone and done so at your own risk. Company shall not be liable for any damages, claims, or losses arising from your relationship with a third-party service provider.

vi. Website and Blog. Any information provided by Company on their Website or Blog, including help articles, examples, or the like are provided for informational purposes only and are provided without any warranty, express or implied, including as to their legal effect and completeness. Company cannot provide you with any legal or tax advice and encourages you to consult with legal and tax counsel and website accessibility consultants of your own selection and at your own expense to ensure your compliance with all applicable Laws. You agree that you are solely and exclusively responsible for your website and mobile applications and the entirety of your Content, including compliance with Laws and following your published policies.

c. LIMITATION OF LIABILITY.

i. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY (INCLUDING ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS AND LICENSORS) WILL NOT BE RESPONSIBLE FOR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST REVENUES, LOSS OF GOODWILL, LOST DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. THIS EXCLUSION APPLIES TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

ii. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF COMPANY FOR ANY CLAIMS IN RESPECT OF THE SERVICES, WEBSITE OR THIS AGREEMENT, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE TOTAL FEES PAID TO COMPANY IN CONNECTION WITH YOUR CONTENT DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST SUCH CLAIM. THIS LIMITATION ON LIABILITY WILL APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS.

iii. You understand that Company cannot and does not guarantee or warrant that files available for downloading from the internet or the Services or Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Services and Website for any reconstruction of any lost data. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

iv. NOTHING IN THIS SECTION SHALL AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

23. Indemnification.

You agree to indemnify, defend, and hold harmless Company and its affiliates, employees, agents, officers, contractors, and partners from and against any and all third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

a. Your use of the Website or Services,

b. Your breach of this Agreement,

c. Your violation of any applicable laws or regulations,

d. Any violation of a third party's rights, or

e. Any data or content submitted by you.

Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to fully cooperate with Company in asserting all available defenses and participating in the defense as reasonably requested. You may not settle any such matter without the prior written consent of Company.

24. Governing Law; Jurisdiction; Dispute Resolution

a. Governing Law. This Agreement will be governed by, construed and enforced in accordance with the laws of England and Wales.

b. Before initiating any formal legal action or arbitration, both parties agree to first attempt to resolve any dispute, controversy, or claim arising out of or related to this Agreement, the Site, Products, or Services, through good faith negotiation. The party seeking resolution must provide written notice of the dispute to the other party, detailing the nature of the issue, the desired outcome, and any proposed solutions. The parties agree to engage in good-faith discussions to resolve the dispute informally. The Parties have 30 days from the notice of the dispute to resolve it.

c. Any dispute will first be subject to good-faith mediation, to be held virtually or in a mutually agreeable forum.

d. If unresolved, the dispute shall proceed to binding arbitration under the rules of the Chartered Institute of Arbitrators or another recognized UK body.

e. Only if arbitration fails may either party pursue remedies in court. The exclusive venue shall be the courts of England and Wales.

f. The prevailing party in any dispute shall be entitled to recover reasonable legal fees and costs.

25. Whole Agreement.

This Agreement supersedes and cancels all prior or contemporaneous discussions, writings, negotiations, and agreements that may have been in place between the Company and Client before the Client used any Service.

26. Modifications.

The Company reserves the right to modify this Agreement at any time. Such modifications will be effective upon posting on the Website. Continued use of the Services after any changes indicates acceptance of the revised Terms.

27. Severability.

If any term in this Agreement is found to be void or voidable, the remaining terms shall remain in full force and effect, including those terms that are similar.

28. Assignment.

This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns. You may not assign or transfer your rights or obligations under this Agreement without prior written consent from the Company. Any unauthorized assignment shall be null and void. Company may assign this Agreement at their sole discretion and without your prior written consent.

29. Independent Contractors.

You and Company agree that your relationship is of independent contractors. Nothing in this Agreement or the Additional Agreements creates any employment relationship, partnership, joint venture, franchise, or agency relationship between you and Company.

30. Duty To Read

a. By taking part in ANY Service with the Company, you automatically become party and accept this Agreement.

b. You understand and accept that you are precluded from using lack of reading as a defence against all remedies contained herein.

c. You hereby warrant that you are competent to participate in the Service in your own name. You confirm that you have read this Agreement prior to using any Service and are fully familiar with the contents thereof.

d. This Agreement shall be binding upon you and your heirs, legal representatives, and assigns.