Last Updated:  May 3, 2021

This is an Agreement between you and Take12, LLC (“Company”, “we”, “our” or “us”) and it outlines important terms that you will agree to as a result of using the website located at https://www.Take12LLC.com (the “Website”), utilizing or accessing related material (ex. information modules, classes, workshops, seminars, conferences, etc. including but not limited to videos, graphics, communication tools, forums) whether accessed through the Website or via a mobile application, and using any of our other products and services. 

YOUR ACCESS AND USE OF THE WEBSITE IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS (THE “TERMS AND CONDITIONS”) AND ALL APPLICABLE LAWS.  BY ACCESSING OR USING ANY PART OF THE WEBSITE, YOU ACCEPT, WITHOUT LIMITATION OR QUALIFICATION, THESE TERMS AND CONDITIONS.  IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW, YOU MAY NOT USE ANY PORTION OF THE WEBSITE.

THESE TERMS AND CONDITIONS CONTAIN AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. PLEASE READ THEM CAREFULLY, SINCE THEY AFFECT YOUR LEGAL RIGHTS.

Accessibility:  If you are having any trouble accessing these Terms and Conditions or the Website, please contact us at info@Take12LLC.com. 

Authorized Use of Website:  This Website is provided for your personal and non-commercial use and for informational purposes only.  Any other use of the Website requires the prior written consent of the Company.

Unauthorized Use of Website:  You may not use spiders, robots, data mining techniques or other automated devices or programs to catalog, download or otherwise reproduce, store or distribute content available on the Website.  Further, you may not use any such automated means to manipulate the Website, such as automating what are otherwise manual or one-off procedures.  You may not take any action to interfere with, or disrupt, the Website or any other user’s use of the Website, including, without limitation, via means of overloading, “flooding”, “mailbombing” or “crashing” the Website, circumventing security or user authentication measures or attempting to exceed the limited authorization and access granted to you under these Terms and Conditions.  You may not frame portions of the Website within another Website.  You agree not to reproduce, duplicate, copy, sell, resell, use or exploit any portion of the Website, or access to the Website without the express written permission of the Company.

Proprietary Rights:  The Company is the owner of or otherwise licensed to use all parts of the Website, including all content, copy, software, graphics, designs and all copyrights, trademarks, service marks, trade names, logos, and other intellectual property or proprietary rights contained therein.  Some materials on the Website may belong to third parties who may have authorized the Company to display the materials, such as certain third party licensors.  By using the Service, you agree not to copy, distribute, modify or make derivative works of any materials without the prior written consent of the owner of such materials.  Except as expressly set forth in these Terms and Conditions, no license is granted to you and no rights are conveyed by virtue of accessing or using the Website.  You may not use any Trademark displayed on our Sites without our prior written consent or prior written consent of the third-party that owns any other trademarks. All rights not granted under these Terms and Conditions are reserved by the Company.

Unsolicited Ideas:  We do not accept any unsolicited ideas to this Website from outside the Company including without limitation suggestions about advertising or promotions, or merchandising of any products, additions to our services, or changes in methods of doing business.  We may already be working on or may in the future work on a similar idea.  This policy eliminates concerns about ownership of such ideas.  If, notwithstanding this policy, you submit an unsolicited idea to this Website, you understand and acknowledge that such idea is not submitted in confidence and we assume no obligation, expressed or implied, by considering it.  You further understand that we shall exclusively own all known or hereafter existing rights to the idea everywhere in the world, and that such idea is hereby irrevocably assigned to us.  Without limiting the foregoing, to the extent any such assignment is deemed unenforceable, and or to the extent necessary for the Company to utilize your submission, you hereby grant the Company an irrevocable, perpetual, world-wide license to use the idea and any associated intellectual property in any manner, in any medium now known or hereafter developed, without compensation to you.

Third Party Links:  This Website may contain links to other Websites not maintained by us. Other Websites may also reference or link to our Website.  We encourage you to be aware when you leave our Website and to read the terms and conditions and privacy statements of each and every Website that you visit.  We are not responsible for the practices or the content of such other Websites.

No Warranties:  While the Company uses reasonable efforts to include up-to-date information on the website, except for the express warranties stated on our website, the Company makes no warranties or representations as to the accuracy or completeness of information on the website.  To the fullest extent permitted by law, your use of the website is at your own risk.  The website, including all content made available on or accessed through the website, is provided “as is” and the Company makes no representations or warranties of any kind whatsoever for the content on the website.  Further, to the fullest extent permissible by law, the Company disclaims any express or implied warranties, including, without limitation, non-infringement, title, merchantability or fitness for a particular purpose.  The Company does not warrant that the functions contained in the website or any materials or content contained therein will be uninterrupted or error free, that defects will be corrected, or that the website or the server that makes it available is free of viruses or other harmful components.  To the fullest extent permitted by law, the Company shall not be liable for the use of the website, including, without limitation, the content and any errors contained therein.  In no event will the Company be liable under any theory of tort, contract, strict liability or other legal or equitable theory for any lost profits, lost data, lost opportunities, costs of cover, exemplary, punitive, personal injury/wrongful death, special, incidental, indirect or other consequential damages.  Further, to the fullest extent permitted by law, in no event will the Company be liable for any direct damages exceeding the greater of the fees you paid to the Company for products and services in the twelve months preceding the claim or one hundred United States dollars.

Changes:  All information posted on the Website is subject to change without notice.  In addition, these Terms and Conditions may be changed at any time without prior notice.  We will make such changes by posting them on the Website.  You should check the Website for such changes frequently.  Your continued access of the Website after such changes conclusively demonstrates your acceptance of those changes.  You are advised to check the Terms of Service from time to time for any updates or changes that may impact you, and if you do not accept such amendments, you must cease using the Services.

Indemnification:  You agree to indemnify, defend and hold harmless the Company, its employees, directors, officers, agents, business partners, affiliates, contractors, distribution partners and representatives from and against any and all claims, demands, liabilities, costs or expenses, including attorney’s fees and costs, arising from, or related to (i) your use of the Website, (ii) any breach by you of any of these Terms and Conditions, (iii) any violation of applicable law.

Severability:  If any part of these Terms and Conditions shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of these Terms and Conditions, and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

Waiver; Remedies:  Failure of the Company to partially or fully exercise any rights or waiver of the Company of any breach of these Terms and Conditions by you shall not prevent a subsequent exercise of such right by the Company or be deemed a waiver by the Company of any subsequent breach by you of the same or any other term of these Terms and Conditions.  The rights and remedies of the Company under these Terms and Conditions and any other applicable agreement between you and the Company shall be cumulative, and the exercise of any such right or remedy shall not limit the Company’s right to exercise any other right or remedy.

Governing Law; Dispute Resolution; Arbitration:  The laws of the State of Ohio shall govern these Terms and Conditions. While we will make reasonable efforts to resolve any disagreements you may have with the Company, if these efforts fail you agree that all claims, disputes or controversies against the Company arising out of these Terms and Conditions, or the purchase of any products or services (“Claims”) are subject to fixed and binding arbitration (except for matters that may be taken to small claims court), no matter what legal theory they are based on or what remedy (damages, or injunctive or declaratory relief) they seek.  This includes Claims based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other sources of law; Claims made as counterclaims, cross-claims, third- party claims, interpleaders or otherwise; and Claims made independently or with other claims.  The party filing an arbitration must submit Claims to the American Arbitration Association and follow its rules and procedures for initiating and pursuing an arbitration.  Any arbitration hearing that you attend will be held at a place chosen by the American Arbitration Association in the same city as the U.S. District Court closest to your then current residential address, or at some other place to which you and the Company agree in writing, and the arbitrator shall apply Ohio law consistent with the Federal Arbitration Act.  You shall not be entitled to join or consolidate Claims in arbitration by or against other users or to arbitrate any Claim as a representative or member of a class or in a private attorney general capacity.  You may obtain copies of the current rules, and forms and instructions for initiating an arbitration by contacting the American Arbitration Association using the contact information noted below.

American Arbitration Association 800-778-7879 (toll-free)

Website: www.adr.org

A single, neutral arbitrator will resolve Claims.  The arbitrator will be either a lawyer with at least ten (10) years’ experience or a retired or former judge, selected in accordance with the rules of the American Arbitration Association.  The arbitration will follow the procedures and rules of the American Arbitration Association which are in effect on the date the arbitration is filed unless those procedures and rules are inconsistent with these Terms and Conditions, in which case these Terms and Conditions will prevail. Those procedures and rules may limit the discovery available to you or us.  The arbitrator will take reasonable steps to protect your customer account information and other confidential information if requested to do so by you or us.  Each party to the arbitration will bear the expense of that party’s attorneys, experts, and witnesses, and other expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines.  The arbitrator’s award is final and binding on the parties unless we or you appeal it in writing to the arbitration firm within fifteen (15) days of notice of the award.  The appeal must request a new arbitration before a panel of three neutral arbitrators designated by the American Arbitration Association.  An award by a panel is final and binding on the parties after fifteen (15) days has passed. Any Claim you have must be commenced within one (1) year after the date the Claim arises.  As noted above, you and the Company hereby voluntarily and knowingly waive any right either may have to a jury trial.  We will not choose to arbitrate any Claim you bring in small claims court. However, if such a Claim is transferred, removed or appealed to a different court, we may then choose to arbitrate.  In the event this arbitration clause is not enforceable by the specified arbitration organization, the parties will mutually agree upon another arbitration organization that will enforce this clause.

Class Action Waiver:   You agree that, by entering into this agreement, you and the Company are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.  Claims and remedies sought as part of a class action, private attorney general or other representative action are subject to arbitration only on an individual (non-class, non-representative) basis, and the arbitrator may award relief only on an individual (non-class, non-representative) basis. 

Privacy Policy: Use of the Website is also governed by our Privacy Policy.