Terms & Conditions of Use

Miriam Rachael Freed, LLC (MRF) ("MRF", "we", "us" or "our"), provide website features and other products and services to you when you visit, make purchases,  or register for services, programs or classes on our websites (including mobile websites) subject to your compliance with these Terms of Use (the “Terms of Use” or “Agreement”). This Agreement applies to any website operated by MRF, including www.miriamrachaelfreed.com and www.consciouscurriculum.co (collectively, the "Sites").

 

Please read these Terms of Use carefully before using the Sites. These Terms of Use constitute an agreement between MRF and you.

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By using the Sites, you affirm that you are able and legally competent to agree to and comply with these Terms of Use. If you do not agree to these Terms of Use or if you are not legally competent to agree to them, then you may not use the Sites.

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1. Privacy & Security

We respect the privacy of the visitors to and users of our Sites. For details, please see our Privacy Policy[DG1] , which is incorporated herein by reference. By using or accessing the Sites, you consent to our collection and use of personal data as outlined therein.

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You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify MRF of any unauthorized use of your password or account or any other breach of security, (b) ensure that you exit from your account at the end of each session when accessing the Sites, and (c) to not share your login information and password with any third parties without MRF’s prior written consent. MRF will not be liable for any loss or damage arising from your failure to comply with this Section.

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  2.  Changes

MRF reserves the right, at any time, to change these Terms of Use, our Privacy Policy and/or the Sites. Changes. Your use of the Sites following any such change constitutes your agreement to follow and be bound by the Terms of Use and/or Privacy Policy as revised. The revised Terms of Use and/or Privacy Policy supersede all previous versions, notices or statements regarding the Sites.

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We will notify you of any change to these Terms of Use by any reasonable means, such as by updating the "Last Updated" date at the top of these Terms of Use.

 

  3.  Conditions of Use

To the extent the Sites or any portion thereof is made available for any fee, you will be required to pay all applicable fees as set forth on the Sites and in any other agreement. You represent and warrant to MRF that such information is true and that you are authorized to make such payments. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. We reserve the right to change our prices. If MRF does change prices, MRF will provide notice of the change on the Sites or in email to you, at our option, before the change is to take effect. Your continued use of the Sites after the price change becomes effective constitutes your agreement to pay the changed amount. You shall be responsible for all taxes associated with the Sites other than U.S. taxes based on MRF’s net income.

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  4.  Intellectual Property Rights

The Sites contain valuable trademarks and service marks owned and used by MRF (collectively, the "MRF Marks"). Any use of the MRF Marks without the prior written permission of MRF is strictly prohibited. The Sites contain material, including but not limited to software, text, graphics, videos, and images (collectively referred to as the “Content”). We may own the Content, which is protected by United States intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy, or display the Content except as permitted under this Agreement. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy we permit you to make of the Content.

 

You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose or to distribute to third parties in any way. The use or posting of any of the Content on any other web site or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use the Content and Sites shall automatically terminate and you shall immediately destroy any copies you have made of the Content.

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The MRF Marks used and displayed on the Sites are registered and unregistered trademarks or service marks of MRF.  Nothing on the Sites or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any MRF Mark displayed on the Sites without the prior written consent of MRF specific for each such use. The Trademarks may not be used to disparage MRF, MRF’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the MRF Marks. Use of any Trademark as part of a link to or from any web site is prohibited without MRF’s prior written consent. All goodwill generated from the use of any MRF Mark shall inure to MRF’s benefit.

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  5.  User-Generated Content

From time to time, the Sites permit the submission of content, such as user feedback, video or audio recordings, photos, personal reflections, questions, and comments generated by you and other users, as well as recordings of group sessions and programs ("User Content").

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You are solely responsible for your own User Content and the consequences of posting, or publishing it, or sharing any information in any program or class, which may be audio or video recorded and shared by MRF. Any such User Content is non-confidential.

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By submitting User Content, you represent and warrant to MRF that: (i) your User Content does not violate any copyright, trademark, trade secret, patent or other intellectual property right, any right of privacy or publicity of any third party or any applicable law, rule or regulation, (ii) you own or have the legal right to use and authorize MRF to use your User Content, including written consent to use of any product or the name, voice, likeness or any other applicable personal rights of each identifiable person featured or referenced in your User Content, (3) your User Content does not violate any law, statute ordinance or regulation in the United States or in any jurisdiction in which you access the Sites, and (4) no User Content is harmful, fraudulent, threatening, abusing, harassing, tortuous, defamatory, vulgar, obscene or libelous.

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As between you and MRF, you will retain all of your ownership rights in and to your User Content. By submitting User Content to MRF, you hereby grant to MRF a perpetual, worldwide, non-exclusive, irrevocable, royalty-free, sublicensable (through multiple tiers) and transferable right and license to use, reproduce, distribute, edit, modify, translate, reformat, prepare derivative works based upon, display publicly, perform publicly and otherwise exploit (including but not limited to over the Internet, broadcast television or any other uses or media) your User Content, in whole or in part, including future rights that MRF may otherwise become entitled to that do not yet exist, as well as new uses, media, means and forms of exploitation throughout the universe exploiting current or future technology yet to be developed. You also hereby grant each user of the Sites a non-exclusive license to access your User Content through the Sites and to use, access, watch, reproduce, distribute, transmit, forward, display and perform such User Content in whole or in part, to the extent permitted by the Sites under these Terms of Use.

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MRF does not endorse any User Content or any opinion, recommendation, or advice expressed therein. MRF reserves the right but is not obligated to monitor User Content or other content sent to or through the Sites. MRF has the right to refuse, remove, edit or delete any User Content and/or to terminate any user's access to the Sites for any reason. MRF takes no responsibility for User Content.

 

   6.  Links to Other Websites

The Sites may contain links to third-party websites ("Other Sites") that are not under MRF's control. MRF makes no claim and accepts no responsibility regarding the quality, nature or reliability of the Other Sites that are accessible by hyperlinks from the Sites or link to the Sites. MRF provides these links to you as a convenience and the inclusion of any link does not imply endorsement by MRF of Other Sites or any association with the operators of such Other Sites. You are responsible for viewing and abiding by the privacy statements and terms of use posted at any third-party sites. You should take precautions when downloading files from all web sites to protect your computer from viruses and other destructive programs. If you decide to access any Other Sites, you do so at your own risk.

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  7.  Mobile Devices

The Sites include certain services that are available via a mobile device, including the ability to access certain features through an application downloaded and installed on a mobile device. To the extent you access the Sites through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply.

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  8.  Indemnification

You agree to indemnify and hold MRF and its affiliates, members, owners, employees, and agents harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (i) your use of the Sites, including any User Content you submit, post to or transmit through the Sites, (ii) your violation of these Terms of Use (iii) your violation of any rights of another user; or (iv) any acts or omissions you may take in reliance on services, programs, Content or information provided or made available on the Sites.

 

  9.  Limitation of Liability and Disclaimer of Warranties.

MRF, ITS AFFILIATES, MEMBERS, OWNERS, EMPLOYEES, OR AGENTS (COLLECTIVELY, THE “MRF PARTIES“) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, OR RELIABILITY. MRF PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY, OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES, OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SITES AND THE CONTENT AT YOUR OWN RISK.

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THE MRF PARTIES DO NOT WARRANT THAT THE SITES WILL OPERATE ERROR FREE OR THAT THE SITES, THEIR SERVER(S), OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SITES OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO MRF PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.

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THE SITES, CONTENT AND ANY SERVICES PROVIDED THROUGH THE SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE MRF PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

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IN NO EVENT SHALL ANY MRF PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SITES AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH MRF PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE MRF PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. Regardless of the previous paragraphs, if MRF is found to be liable, our liability to you or to any third party is limited to the amount in dispute not to exceed the total amount which you paid to us in the twelve (12) months prior to the action giving rise to the liability.

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  10.  Termination

Your ability to access and use the Sites remains in effect until terminated in accordance with these Terms of Use. You agree that MRF, in its sole discretion, may terminate your account and your use of the Sites and may remove and delete your User Content if MRF believes that you have violated or acted inconsistently with these Terms of Use or for any other reason. MRF also may in its sole discretion and at any time discontinue providing the Sites, or any part thereof, with or without notice. You agree that any termination of your access to the Sites may be effected without prior notice and you acknowledge and agree that MRF may bar any further access to the Sites. Further, you agree that MRF will not be liable to you or any third-party for any termination of access to the Sites or for failing to store any information or content you provide to MRF. In the event your access to the Sites or any part thereof is terminated, you will still be bound by your obligations under these Terms of Use, including the warranties made by you, and by the disclaimers and limitations of liability.

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The provisions of the Intellectual Property Rights, User-Generated Content, Indemnification, Limitation of Liability and Disclaimer of Warranties, together with and any other rights and obligations which by their nature are reasonably intended to survive such termination, will survive any termination of these Terms of Use.

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  11.  Right to Access

YOU MUST BE AT LEAST AGE 13 TO USE THE SITES. By using the Sites, you affirm that you are over age 13. If you are under age 13, you may not access or use the Sites.

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  12.  Outages

System outages may occur. You agree that MRF has no responsibility and is not liable for: (a) the unavailability of any of the Sites; (b) any loss of data, information or materials caused by such system outages; (c) the resultant delay, mis-delivery or non-delivery of data, information or materials caused by such system outages; or (d) any outages caused by any third parties, including without limitation any companies or servers hosting any of the Sites, any Internet service providers or otherwise.

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  13.  User Must Comply with Applicable Law

MRF is located in New York, and its Sites are based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Sites or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

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The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.

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  14.  Miscellaneous.

This Agreement is governed by the internal substantive laws of the State of New York, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the City of New York in the State of New York. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure of MRF to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against MRF unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by MRF and you, this Agreement constitutes the entire Agreement between you and MRF with respect to the subject matter, and supersedes all previous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to the Sites might be publicly accessible. Important and private information should be protected by you. MRF is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.

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  15.  Questions? Concerns?

Please contact us at freed@miriamrachaelfreed.com to report any violations of this Agreement or to pose any questions regarding this Agreement or the Sites.

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Last Updated: October 13, 2022