The Foreign DDS — Effective Date: [09/12/2025]

These Terms and Conditions (“Terms”) constitute a legally binding agreement between you (“Client,” “you,” or “your”) and The Foreign DDS, a sole proprietorship owned and operated by Leidy Meza Rodriguez. These Terms govern your access to and use of the website located at [WEBSITE URL] (the “Site”), and all digital products, courses, mentorship programs, coaching services, community memberships, and related services offered by the Company (collectively, the “Services”).

BY PURCHASING, ACCESSING, OR USING ANY SERVICE, BY CLICKING “I AGREE,” OR BY OTHERWISE INDICATING YOUR ACCEPTANCE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 27. IF YOU DO NOT AGREE, DO NOT PURCHASE OR USE THE SERVICES.

These Terms should be read together with the Company's Privacy Policy, Refund and Cancellation Policy, Mentoring Agreement, Media Release & Testimonial Authorization, AI Use Policy, Website Disclaimer, Copyright & Intellectual Property Policy, and Community Code of Conduct (collectively, the “Ancillary Policies”), each of which is incorporated into these Terms by reference. In the event of a direct conflict between these Terms and a specific Ancillary Policy on a matter that Ancillary Policy expressly governs, the Ancillary Policy controls solely as to that matter.

1. DEFINITIONS

1.1  “Client Materials” means any documents, personal statements, application materials, recordings, or other content submitted by the Client to the Company for review, feedback, or use in connection with the Services.

1.2  “Company Materials” means all courses, curricula, videos, templates, worksheets, ebooks, frameworks, methodologies (including the “TAM — The Acceptance Mentoring” method and any successor branding thereof), community content, masterclasses, databases, graphics, logos, and other content made available by the Company in connection with the Services, in any format.

1.3  “Digital Products” means self-serve, non-live products such as templates, ebooks, guides, recorded courses, and downloadable resources purchased by the Client.

1.4  “Mentorship Services” means live, one-on-one or small-group mentoring, coaching calls, personal statement review, application review, and interview preparation delivered by or on behalf of the Company.

1.5  “Educational Services” means group programs, masterclasses, and structured curricula delivered on a cohort or self-paced basis, whether live or recorded.

1.6  “Membership” means recurring, subscription-based access to the Company's community, database, or content library, billed on a recurring basis until cancelled in accordance with Section 6 and Section 10.

1.7  “Program” means, collectively or individually as context requires, any Digital Product, Mentorship Service, Educational Service, or Membership offered by the Company.

1.8  “Third-Party Institution” means any dental school, university, Advanced Standing Program, AEGD or GPR program, specialty program, state dental board, licensing body, or employer to which the Client applies or seeks credentialing, none of which is affiliated with, controlled by, or accountable to the Company.

2. ELIGIBILITY

2.1  The Services are intended for licensed or internationally trained dentists, dental school graduates, and dental professionals seeking guidance in connection with U.S. dental education, licensure, or credentialing pathways. By using the Services, you represent that you are at least eighteen (18) years of age and have the legal capacity to enter into a binding contract.

2.2  The Company may, at its sole discretion, decline to accept a Client into any Program, including after payment, in which case Section 10 (Cancellation) and the Refund and Cancellation Policy will govern any refund owed.

2.3  You are responsible for ensuring that your use of the Services complies with the laws and professional or immigration regulations applicable to you in your country of residence and in the United States. The Company provides educational content only and does not verify your eligibility for any Third-Party Institution's program.

3. DIGITAL PRODUCTS

3.1  Digital Products are licensed, not sold, to the Client for personal, non-commercial, non-transferable use in accordance with Section 16 (License to Use Materials).

3.2  Because Digital Products are delivered electronically and are capable of being immediately accessed, downloaded, or copied, all sales of Digital Products are final except as expressly provided in the Refund and Cancellation Policy or where required by applicable law.

3.3  The Company will make commercially reasonable efforts to ensure Digital Products are accessible upon purchase. Temporary technical unavailability does not entitle the Client to a refund, provided the Company restores access within a reasonable time.

4. MENTORSHIP SERVICES

4.1  Mentorship Services are delivered on a scheduled-session or package basis, as described in the applicable sales page, order form, or the Mentoring Agreement executed between the Client and the Company.

4.2  Feedback provided during Mentorship Services, including on personal statements and application materials, reflects the professional opinion of the Company's mentors based on the information and documents the Client provides. The Company does not verify the factual accuracy, truthfulness, or completeness of any Client Materials.

4.3  The Company does not submit applications, personal statements, transcripts, or any other materials to any Third-Party Institution on the Client's behalf. Submission of all final materials is solely the Client's responsibility, as further described in Section 13 (Client Responsibilities).

4.4  Mentorship Services are provided for educational purposes only and do not constitute legal advice, immigration advice, financial advice, or a guarantee of any outcome, as further described in Section 12 (No Guarantee of Outcomes).

5. EDUCATIONAL SERVICES

5.1  Educational Services, including masterclasses and structured curricula, are provided on the schedule and in the format described at the time of purchase. The Company reserves the right to modify the format, instructor, or delivery schedule of an Educational Service for operational reasons, provided the overall scope and quality of the Program is not materially diminished.

5.2  Access to recorded Educational Services is subject to the access period disclosed at the time of purchase. Absent a stated access period, recorded content is made available for twelve (12) months from the date of purchase, after which access may be discontinued.

6. MEMBERSHIP COMMUNITY

6.1  Memberships are billed on a recurring basis (monthly, quarterly, or annually, as selected by the Client at checkout) and automatically renew at the then-current price until cancelled by the Client in accordance with Section 6.4 or Section 10.

6.2  In accordance with the California Automatic Renewal Law (Cal. Bus. & Prof. Code §§ 17600–17606), the Company will: (a) present all material terms of the recurring subscription clearly and conspicuously before the Client incurs payment; (b) obtain the Client's affirmative consent to the recurring subscription; and (c) provide an acknowledgment of these terms in a manner capable of being retained by the Client.

6.3  Where a Membership is offered with a free or discounted introductory period, the Company will clearly disclose the length of that period and the price that will apply once it ends, and will notify the Client before charging the post-introductory price to the extent required by law.

6.4  The Client may cancel a Membership at any time through the self-service cancellation mechanism made available at [WEBSITE URL] or by emailing [email protected]. Cancellation is effective at the end of the then-current billing period; the Company does not provide prorated refunds for partial billing periods except as required by law or as separately provided in the Refund and Cancellation Policy.

7. PAYMENT TERMS

7.1  All fees are stated and charged in U.S. Dollars unless otherwise expressly noted. The Client authorizes the Company and its payment processors (including Stripe) to charge the payment method provided for all fees associated with the Client's selected Program.

7.2  All fees are due at the time specified at checkout or in the applicable order form or Mentoring Agreement. Where a Program is offered on an installment basis, Section 8 governs.

7.3  Prices are subject to change prospectively for new purchases at any time. A price change will not affect the price of a Program the Client has already purchased or is currently paying for under an active installment plan.

8. INSTALLMENT PLANS

8.1  Where the Company offers a Program on an installment basis, the Client agrees to pay each scheduled installment in full and on time. The total price under an installment plan may be higher than the price of paying in full at the time of purchase, as disclosed at checkout.

8.2  The Client's obligation to pay all remaining installments is not contingent on the Client's continued use of the Program, satisfaction with the Program, or outcome of any application or licensure process. Enrollment in an installment plan is a commitment to pay the full contracted price for access already made available to the Client, subject to the Refund and Cancellation Policy.

8.3  If the Client wishes to cancel an active installment plan, the Refund and Cancellation Policy, not this Section, governs whether any remaining installments are waived or any amounts already paid are refunded.

9. FAILED PAYMENTS AND CHARGEBACKS

9.1  If a scheduled payment fails, the Company or its payment processor may retry the charge and will notify the Client of the failure. The Client agrees to promptly update valid payment information upon request.

9.2  The Company may suspend the Client's access to any Program, Membership, or scheduled Mentorship session while a payment is past due, and may charge a reasonable late fee of up to [LATE FEE AMOUNT, e.g., $25 or 5% of the installment], to the extent permitted by applicable law, for any payment more than [NUMBER] days late.

9.3  The Client agrees not to initiate a chargeback or payment dispute for fees properly owed under these Terms without first contacting the Company at [email protected] to attempt to resolve the issue directly. A chargeback initiated for Services that were actually delivered, or for a Digital Product that was actually delivered or made accessible, constitutes a breach of these Terms.

9.4  Where a chargeback is initiated and later reversed in the Company's favor, or where a chargeback is found to have been made in bad faith for Services actually rendered, the Company reserves the right to immediately terminate the Client's access to all Programs and to pursue recovery of the disputed amount, applicable chargeback fees, and reasonable costs of collection, subject to Section 25 (Dispute Resolution).

10. CANCELLATION AND REFUND POLICY

10.1  General Rule. Except as expressly provided in Section 10.2 or in the Company's Refund and Cancellation Policy, all sales are final once the Client has accessed the Company's platform, community, or course materials, or once the applicable Program (including any Mentorship Service or Educational Service) has begun — including, without limitation, receipt of onboarding materials, intake forms, welcome emails, or the first live session. No refund, in whole or in part, will be issued once access has been granted or the Program has commenced, regardless of whether the Client completes the Program.

10.2  Exception — Company Unable to Deliver. If the Company is unable to deliver a Program the Client has purchased (for example, due to discontinuation of the Program or the unavailability of a mentor with no comparable substitute offered), the Client is entitled to a refund of amounts paid for the undelivered portion of that Program, or, at the Company's discretion, a credit toward another Program of equal value.

10.3  Limited Time for Use. Each Program has a defined, limited period during which the Client may use it, as disclosed on the applicable sales page or order form at the time of purchase (for example, a mentoring program structured around a fixed number of weeks, or a set number of sessions or revision rounds). Where no specific period is disclosed for a given Program, the twelve (12)-month default in Section 11.4 applies. The Client's failure to use a Program within its applicable period does not entitle the Client to a refund or extension, except at the Company's discretion or as required by law.

10.4  Full details for each category of Service (Digital Products, Mentorship Services, Educational Services, and Memberships), including any narrow refund windows that may apply before a Program has commenced, are governed by the Company's Refund and Cancellation Policy, incorporated herein by reference and available at [WEBSITE URL/refund-policy].

10.5  In the event of any inconsistency between a general statement in these Terms and a specific term of the Refund and Cancellation Policy regarding refunds, the Refund and Cancellation Policy controls.

10.6  Nothing in this Section limits any non-waivable refund or cancellation right the Client may have under applicable law, including the California Automatic Renewal Law's requirement that a Client be able to cancel a recurring Membership subscription through a cost-effective, timely, and easy-to-use mechanism.

11. SCHEDULING, RESCHEDULING, MISSED SESSIONS, AND SESSION EXPIRATION

11.1  Mentorship sessions are scheduled through the Company's designated scheduling tool. The Client is responsible for scheduling sessions within the access period applicable to the Client's Program.

11.2  The Client may reschedule a confirmed session by providing at least [24/48] hours' advance notice. Rescheduling requests made with less notice may be granted at the Company's discretion but are not guaranteed.

11.3  A session that the Client fails to attend without providing the advance notice required under Section 11.2 (“No-Show”) is forfeited and will be counted as used. The Company is not obligated to provide a make-up session for a No-Show.

11.4  All sessions included in a Program must be scheduled and completed within the access period disclosed for that Program (or, absent a disclosed period, within twelve (12) months of purchase). Sessions not scheduled and completed within the applicable period expire and are forfeited without refund, except as otherwise required by law or expressly stated in the Refund and Cancellation Policy.

11.5  The Company will make commercially reasonable efforts to accommodate rescheduling requests due to documented medical emergencies or similarly serious circumstances, evaluated on a case-by-case basis, without obligation to do so in every instance.

12. NO GUARANTEE OF OUTCOMES

THIS SECTION IS A MATERIAL TERM OF THESE TERMS AND OF EVERY PROGRAM PURCHASED FROM THE COMPANY. THE CLIENT'S PURCHASE AND CONTINUED USE OF ANY PROGRAM CONSTITUTES ACKNOWLEDGMENT OF THIS SECTION.

12.1  The Company provides education, mentoring, and feedback services only. The Company is not a university, dental school, licensing board, government agency, employer, or accrediting body, and has no authority over, affiliation with, or influence on the admissions, licensing, employment, or credentialing decisions of any Third-Party Institution.

12.2  The Company makes no guarantee, warranty, or representation, express or implied, regarding: (a) admission to any dental school, Advanced Standing Program, AEGD, GPR, or specialty program; (b) securing an interview with any Third-Party Institution; (c) the outcome of any interview; (d) obtaining any professional license, credential, or certification; or (e) obtaining employment of any kind. Each of these outcomes depends on the independent judgment and requirements of Third-Party Institutions and factors entirely outside the Company's control, including the Client's own qualifications, examination performance, and the competitiveness of the applicant pool in a given cycle.

12.3  Any testimonial, case study, or success story referenced by the Company describes an individual Client's actual, individual outcome and does not represent a typical, average, or guaranteed result for any other Client. See Section 17 and the Media Release & Testimonial Authorization for additional disclosures.

12.4  No statement made by any mentor, coach, employee, or representative of the Company, whether in writing, verbally, in a live session, or in marketing materials, modifies this Section unless made in a signed writing, physically or electronically, by the Company's owner expressly stating an intent to amend these Terms.

13. CLIENT RESPONSIBILITIES

13.1  The Client is solely and exclusively responsible for: (a) the content, accuracy, and truthfulness of all documents and materials the Client submits to any Third-Party Institution; (b) meeting all deadlines imposed by any Third-Party Institution; (c) the Client's own performance in any interview, examination, or assessment; (d) all final decisions made during the application, licensure, or credentialing process; and (e) any document the Client submits to a Third-Party Institution after receiving feedback or edits from the Company, regardless of whether the Client incorporated that feedback.

13.2  The Company's review of, feedback on, or edits to Client Materials do not constitute the Company's certification, endorsement, or verification of the truthfulness or completeness of those materials. The Client remains solely responsible for ensuring every statement in any submitted document is true and accurate.

13.3  The Client agrees to provide accurate registration and payment information, to attend scheduled sessions prepared and on time, and to communicate with the Company's team in a timely manner regarding scheduling, feedback, and program logistics.

14. ARTIFICIAL INTELLIGENCE DISCLOSURE AND USE

14.1  The Company may use artificial intelligence tools for internal administrative purposes, including grammar review, formatting, scheduling assistance, and general productivity. The Company does not generate the substantive content of any Client-facing mentoring feedback, personal statement review, or application review exclusively through artificial intelligence; such feedback reflects the professional review and judgment of the Company's human mentors.

14.2  The Client may independently choose to use artificial intelligence tools in preparing the Client's own application materials, personal statements, or other documents. The Company has no visibility into, and no ability to monitor or control, the extent to which the Client uses artificial intelligence tools in preparing Client Materials.

14.3  The Company is not responsible for, and expressly disclaims all liability arising from: (a) any AI-detection finding made by a Third-Party Institution regarding Client Materials; (b) any plagiarism finding; (c) any institutional sanction, denial, or adverse action resulting from the Client's use of artificial intelligence; (d) any authorship or academic integrity concern raised by a Third-Party Institution; and (e) any other consequence arising from the Client's individual use of artificial intelligence tools, whether or not the Company was aware of such use.

14.4  Additional terms governing the Company's own use of artificial intelligence are set out in the Company's AI Use Policy, incorporated herein by reference.

15. CONFIDENTIALITY

15.1  Each party agrees to hold in confidence any non-public information disclosed by the other party in connection with the Services, including the Client's personal and application-related information and the Company's proprietary methods, and to use such information solely for purposes of performing under, or receiving the benefit of, these Terms.

15.2  This Section does not restrict either party's ability to disclose information: (a) that is or becomes publicly available through no fault of that party; (b) that is required to be disclosed by law, subpoena, or court order, provided reasonable notice is given to the other party where legally permissible; or (c) as necessary to enforce these Terms.

15.3  The Company's handling of the Client's personal data is further governed by the Company's Privacy Policy, incorporated herein by reference.

16. INTELLECTUAL PROPERTY; COPYRIGHT; LICENSE TO USE MATERIALS

16.1  All Company Materials are the exclusive intellectual property of the Company (or its licensors) and are protected under the copyright laws of the United States, the Digital Millennium Copyright Act (17 U.S.C. § 512), and applicable international treaties. Nothing in these Terms transfers any ownership interest in the Company Materials to the Client.

16.2  Upon full payment for the applicable Program, the Company grants the Client a limited, personal, non-exclusive, non-transferable, non-sublicensable license to access and use the Company Materials solely for the Client's own individual educational purposes in connection with the Client's own dental education or licensure journey. This license does not include the right to reproduce, distribute, publicly perform, publicly display, or create derivative works from the Company Materials, except to the limited extent reasonably necessary for the Client's personal use (for example, printing a worksheet for the Client's own use).

16.3  The Client shall not: (a) share, distribute, resell, sublicense, or provide access to any Company Materials to any third party, including other applicants, study groups, or online forums; (b) record, screenshot, screen-capture, download, or copy any live session, masterclass, or community content beyond what the Company expressly makes available for download; (c) reverse engineer, decompile, extract, or attempt to derive the underlying methodology, framework, or structure of any Company Materials for any purpose other than the Client's own personal use as licensed under Section 16.2; or (d) use any Company Materials to create, develop, teach, license, sell, or commercialize any product or service that competes with the Company's Programs, whether during or after the Client's engagement with the Company.

16.4  The Client shall not upload, input, or otherwise provide any Company Materials to any artificial intelligence system, including ChatGPT, Claude, Gemini, Copilot, Perplexity, DeepSeek, Grok, or any future or comparable large language model or generative AI tool, for the purpose of training a model, generating derivative or competing content, or reproducing the Company's proprietary methodologies, frameworks, or curricula. This restriction does not limit the Client's use of AI tools on the Client's own original personal statements or application materials, as addressed in Section 14.

16.5  Any unauthorized use of Company Materials in violation of this Section constitutes both a breach of contract and copyright infringement, and the Company reserves all rights and remedies available at law and in equity, including injunctive relief, in addition to termination of the Client's access under Section 20.

16.6  Additional copyright terms, including the Company's designated agent for notices of claimed infringement under the DMCA, are set out in the Company's Copyright & Intellectual Property Policy, incorporated herein by reference.

17. TESTIMONIALS AND MEDIA RELEASE

17.1  By purchasing or using the Services, the Client grants the Company the rights described in the Company's Media Release & Testimonial Authorization, incorporated herein by reference, regarding the use of communications, recordings, and testimonials described therein.

17.2  Testimonials, reviews, and success stories published by the Company reflect the individual, personal experience of the specific Client described and do not represent a guarantee, promise, or typical result for any other Client. Individual results vary based on each Client's unique qualifications, circumstances, and effort, and based on the independent decisions of Third-Party Institutions.

18. COMMUNITY CONDUCT

18.1  Access to any community, group coaching space, or membership forum is subject to the Company's Community Code of Conduct, incorporated herein by reference. The Client agrees to interact respectfully with other members, mentors, and staff, and not to engage in harassment, discrimination, solicitation of other members for competing services, or sharing of other members' personal information without consent.

18.2  The Company reserves the right to remove content, restrict participation, or suspend or terminate a Client's access to any community space for violation of the Community Code of Conduct, without obligation to issue a refund for the community-access portion of any Program, except as required by law.

19. TERM

19.1  These Terms remain in effect for as long as the Client maintains an account, an active Program, or an active Membership with the Company, and survive with respect to any provision that by its nature should survive (including Sections 12, 13, 14, 15, 16, 21, 22, 23, and 25).

20. TERMINATION

20.1  The Client may terminate the Client's relationship with the Company at any time by ceasing to use the Services and, in the case of a Membership, cancelling in accordance with Section 6.4. Termination by the Client does not entitle the Client to a refund except as provided in the Refund and Cancellation Policy.

20.2  The Company may terminate or suspend a Client's access to any Program immediately, with notice where reasonably practicable, in the event of: (a) non-payment as described in Section 9; (b) breach of Section 16 (Intellectual Property); (c) violation of the Community Code of Conduct; (d) abusive, threatening, or harassing conduct toward Company staff or other clients; or (e) any conduct the Company reasonably believes exposes it to legal or reputational risk.

20.3  Upon termination for any reason, the license granted in Section 16.2 immediately terminates, and the Client must cease all use of, and delete all copies in the Client's possession of, any Company Materials, except to the extent the Client is otherwise permitted to retain a purchased Digital Product under the Refund and Cancellation Policy.

21. SUSPENSION

21.1  In addition to termination, the Company may temporarily suspend the Client's access to any Program while it investigates a suspected breach of these Terms, a payment issue, or a Community Code of Conduct concern, without that suspension constituting a waiver of any other right or remedy.

22. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

22.1  THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, EXCEPT AS EXPRESSLY STATED IN THESE TERMS.

22.2  IN NO EVENT SHALL THE COMPANY, ITS OWNER, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST OPPORTUNITY (INCLUDING ANY ALLEGED LOSS OF ADMISSION, LICENSURE, OR EMPLOYMENT OPPORTUNITY), OR EMOTIONAL DISTRESS, ARISING OUT OF OR RELATED TO THE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

22.3  THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY THE CLIENT TO THE COMPANY FOR THE SPECIFIC PROGRAM GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

22.4  Nothing in this Section limits liability for the Company's gross negligence, willful misconduct, or fraud, or any other liability that cannot be limited or excluded under applicable California law, including under Cal. Civ. Code § 1668.

23. INDEMNIFICATION

23.1  The Client agrees to indemnify, defend, and hold harmless the Company, its owner, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Client's breach of these Terms; (b) the truthfulness or accuracy of any Client Materials submitted to a Third-Party Institution; (c) the Client's violation of any law or the rights of any third party; or (d) the Client's use of the Services in a manner not authorized by these Terms.

23.2  This Section does not require the Client to indemnify the Company for claims arising from the Company's own gross negligence, willful misconduct, or fraud.

24. FORCE MAJEURE

24.1  Neither party shall be liable for any failure or delay in performance under these Terms resulting from circumstances beyond that party's reasonable control, including natural disaster, act of government, pandemic or public health emergency, internet or utility failure, or other similar event. The Company will make commercially reasonable efforts to reschedule or otherwise remediate any Services affected by such an event.

25. ELECTRONIC SIGNATURES AND COMMUNICATIONS

25.1  The Client agrees that these Terms, the Mentoring Agreement, and any other Ancillary Policy may be presented, executed, and accepted electronically, and that the Client's electronic acceptance (including by checkbox, typed name, or electronic signature) has the same legal effect as a handwritten signature, in accordance with the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the California Uniform Electronic Transactions Act (Cal. Civ. Code § 1633.1 et seq.).

25.2  The Client consents to receive all communications, notices, and disclosures from the Company electronically, including by email to the address the Client provides at registration.

26. GOVERNING LAW

26.1  These Terms are governed by, and shall be construed in accordance with, the laws of the State of California, without regard to its conflict-of-laws principles, and, to the extent applicable, U.S. federal law.

27. DISPUTE RESOLUTION; ARBITRATION; CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

27.1  Informal Resolution. Before filing any claim, the Client and the Company agree to first attempt to resolve any dispute informally by contacting the other party in writing (to [email protected], in the Company's case) and engaging in good-faith discussions for at least thirty (30) days.

27.2  Binding Arbitration. If a dispute is not resolved informally, any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules then in effect, rather than in court, except as set out in Section 27.5. The arbitration shall take place in [GOVERNING COUNTY] County, California, or another mutually agreed location, or, at the Client's election, by telephone or videoconference.

27.3  Fees. The Company will pay any AAA filing, administrative, and arbitrator fees to the extent required under AAA's Consumer Arbitration Rules and Consumer Due Process Protocol for consumer claims below the applicable threshold, so that the Client's cost of initiating arbitration is no greater than the cost of filing a claim in court.

27.4  Class Action Waiver. The Client and the Company agree that any arbitration or permitted court proceeding will be conducted only on an individual basis and not as a class, collective, or representative action, to the fullest extent permitted by law.

27.5  Carve-Outs. Notwithstanding the foregoing: (a) either party may bring an individual claim in small claims court in lieu of arbitration, if the claim qualifies; (b) either party may seek public injunctive relief in court, to the extent such relief cannot be waived under California law as held in McGill v. Citibank, N.A. (2017) 2 Cal.5th 945, and such a claim shall be stayed pending the resolution of any individual arbitrable claims between the parties; and (c) the Company may seek injunctive relief in court to protect its intellectual property under Section 16 without first pursuing informal resolution or arbitration.

27.6  Severability of Arbitration Provision. If the class action waiver in Section 27.4 is found unenforceable as to a particular claim, that claim (and only that claim) may proceed on a class basis in court, while the remainder of this Section 27, including the requirement to arbitrate all other claims individually, remains in full force.

28. SEVERABILITY

28.1  If any provision of these Terms is held invalid or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or, if it cannot be so modified, severed, and the remaining provisions of these Terms shall remain in full force and effect.

29. ENTIRE AGREEMENT; MODIFICATION; NOTICES

29.1  Entire Agreement. These Terms, together with the Ancillary Policies and any Mentoring Agreement or order form executed by the Client, constitute the entire agreement between the Client and the Company regarding the Services and supersede any prior or contemporaneous agreements, understandings, or representations, whether written or oral.

29.2  Modification. The Company may update these Terms from time to time. Material changes will be notified to active Clients by email or by posting a notice on the Site at least [14] days before taking effect. Continued use of the Services after the effective date of a change constitutes acceptance of the updated Terms.

29.3  Assignment. The Client may not assign or transfer these Terms without the Company's prior written consent. The Company may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

29.4  No Waiver. The Company's failure to enforce any provision of these Terms is not a waiver of its right to do so later.

29.5  Notices. Notices to the Company under these Terms should be sent to [email protected] or to [PRINCIPAL BUSINESS ADDRESS]. Notices to the Client will be sent to the email address on file with the Company.