Learning Program Guest and Buyer Agreement

This Learning Program Guest and Buyer Agreement is for all buyers, participants, and guest of Essence Learning Programs, products and services.

ARTICLE I.         GENERAL
ARTICLE II.         TERMS AND CONDITIONS
ARTICLE III.         SCOPE OF SERVICES; LEARNING PROGRAM
ARTICLE IV.         REFUNDS, TERMINATION, CANCELLATION & WARRANTY
ARTICLE V.         INTELLECTUAL PROPERTY RIGHTS
ARTICLE VI.         INDEMNIFICATION
ARTICLE VII.         MISCELLANEOUS

PARTICIPANT AND BUYER AGREEMENT

BY CHOOSING "I ACCEPT" OR SIMILAR LANGUAGE ON THE ESSENCE ENTERPRISES, LTD. (“ESSENCE”) WEBSITE OR STORE, YOU CONFIRM THAT YOU WILL BECOME A PARTY TO THIS GUEST AND BUYERS AGREEMENT, AND YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, ALL REFERENCED POLICIES AND ALL OTHER AGREEMENTS THAT ARE INCORPORATED HEREIN OR INCORPORATED IN THE ESSENCE WEBSITES. WE MAY MODIFY THIS AGREEMENT FROM TIME TO TIME AS FURTHER DESCRIBED IN BELOW. IF YOU DO NOT AGREE TO THESE TERMS OR ANY SUBSEQUENT MODIFICATION, CLICK THE "I DO NOT ACCEPT" BUTTON OR OTHERWISE DO NOT USE THE ESSENCE WEBSITES OR STORE. THE "EFFECTIVE DATE" OF THIS AGREEMENT IS THE DATE ON WHICH YOU CLICK THE "I ACCEPT" BUTTON.
    
ARTICLE I.     GENERAL

Section 1.01     

This is an agreement between you (a “Buyer” or “Guest”) and Essence Enterprises, Ltd., LLP (“Essence”) as it relates to Essence Content or Essence Contributor Content and related Learning Programs, products or services.

Section 1.02     

This Agreement governs your use of the Essence Store, websites and Content.  When we refer to "use" of Essence in this Agreement, we mean any actual or attempted access or use of the Essence shopping cart or website, including, without limitation, any training program, webinar, seminar, book, DVD, program or event, transmission, exchange of information, program or communication hereafter referred to as the “Learning Program” associated with Essence.

ARTICLE II.     TERMS AND CONDITIONS

Section 2.01 Terms    

The following terms shall have the following meanings for purposes of this Agreement:

(a) “Effective Registration Date” is the date that the Participant or Buyer registers and or pays for a Learning Program.
(b) “Event Commencement Date” is the date that a Learning Program commences.
(c) “Event Completion Date” is the date that a Learning Program is completed.  
(d) "Term" of this Agreement means the period beginning on the Effective Registration Date and concluding on the Event Completion Date.
(e) "Territory" means all cities or nations of the world (the Universe).
(f) "Guest" means and individual who is participating in a Learning Program that is free, meaning provided at no charge.
(g) "Buyer" means an individual who is paying a fee to participate in a Learning Program.
(h) "Learning Program" includes, but is not limited to, audio, visual or downloaded Content, a webinar, on line or physical seminar, workshop, lesson program, educational course, book, DVD or training sessions that forms the informational, educational or entertaining product or service that a Buyer or Guest is participating in.
(i) “Intellectual Property” is defined as a product or service of the intellect that has commercial value, including copyrighted property such as literary or artistic works, and ideational property, web site URLs, logos, brands, designs, marketing themes, service marks, trade marks, trade secrets, registered or unregistered marks or any creative ideas and expressions of the human mind. Ownership may or may not be evidenced by patents, trademarks, and copyrights, which are conferring the right to possess, use, or dispose of products created by human ingenuity. Intellectual Property is unique, novel and has value in the marketplace. It may include ideas, inventions, business methods and manufacturing processes.
(j) “Content” is defined as the Essence or Content Providers Learning Programs and Intellectual Property.
(k) “Content Provider” is defined as the person, entity, corporation, institution or association who is contributing the Content and or is the owner of the Intellectual Property.

Section 2.02 Conditions

Essence is providing Learning Programs for the benefit of promoting human development and advancement. Essence reserves the rights to deny any individual or entity the rights to participate as a Guest or Buyer if in it’s sole discretion participation is not conducive to the rights of others or in any manner diminishes from the spirit of the programs or Essence brand and values as solely determined by Essence. You agree that as a Guest or Buyer, to do your best to uphold the virtues and ideals of higher learning and to respect the rights of others, including differing ideological, theological or national cultures and beliefs. By participating in the Learning Program, and accepting this Agreement, you further agree not to disparage, diminish, and defame, in any manner or form or medium, the reputation of Essence or Content Providers.  

Section 2.03 Registration

When registering, you agree to:

1. 1. Provide true, accurate, and complete information about yourself as prompted by the Site's registration form (such information being the "Registration Data"); and
2. 2. Maintain and promptly update the Registration Data to keep it true, accurate, and complete. If you provide any information that is untrue, inaccurate, or incomplete, or Essence has reasonable grounds to suspect that such information is untrue, inaccurate, or incomplete, Essence has the right to suspend or terminate your account and refuse any and all use of the Site (or any portion thereof), in addition to any other remedies available to Essence.
3. 3. Create a password and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to:
    a. Immediately notify Essence of any unauthorized use of your password or account or any other breach of security; and
    b. Ensure that you exit from your account at the end of each session. Essence will not be responsible or liable for any loss or damage arising from or in connection with your failure to comply with this requirement.

ARTICLE III.     SCOPE OF SERVICES; LEARNING PROGRAM

Section 3.01     

Essence permits individuals or entities to participate as Guests or as Buyers, in our “Learning Programs” that Essence or Content Providers have chosen to make available either free or for sale at www.JDMessinger.com or www.PowerOfEssence.org.

Section 3.02     

Essence currently provides Learning Program registration and payment via our online websites. Guests and Buyers must complete the online registration and in the case of fee based programs, payment, to access or participate in the Learning Programs.

Section 3.03     

Essence may, at its sole discretion reserve the right to modify, expand, update, discontinue or otherwise change the terms of this Agreement or cancel, postpone or delay a Learning Program for any reason, or to deny the right to a Guest or Buyer to participate, at our sole discretion. We will notify you of any material changes to this Agreement, or to a scheduled Learning Program, by posting the revised terms to the Site(s), or to a scheduled Learning Program by contacting the Gust or Buyer via the provided email in the event that a Learning Program is modified, canceled or delayed.

ARTICLE IV.     REFUNDS, TERMINATION, CANCELLATION AND WARRANTY

Section 4.01     Cancellation and Refund Policy

A Buyer may cancel a registration and receive a full refund less an administration service charge of US$25.00 (twenty-five United States Dollars) any time after the Effective Registration Date and up to seven (7) days before the Event Commencement Date for virtual on line programs and up to twenty-one (21) days before seminars or events in a physical locations.

There are no refunds for physical products such as books, DVDs, or on line courses that are downloaded.

Cancellation in less than seven (7) days before the Event Commencement Date for virtual, or twenty-one (21) days for physical events, will result in an administration service charge of US$45.00 (forty-five United States Dollars) and the remainder, if any, will be credited to your account. Said credits may be used anytime within six-months (180 days) after the Event Commencement Date. Any unused credits after the six-month (180 day) period are non-refundable and the credit will be forfeited.

Section 4.02     Termination or Rescheduling

In the event a services based Learning Program (meaning no physical products provided) is terminated, Essence will provide either a full refund to the account of the Buyer or credit at the Buyers discretion.

In the event that a Learning Program is rescheduled, Essence will notify the Guest or the Buyer of the rescheduling and provide the Guest or Buyer the option of participating during the rescheduled Event Commencement Date or if that is not preferred or possible, either provide a full refund to the account in the case of a Buyer or credit at the Buyers discretion.

Section 4.03     Service and Product Warranty

In the event that merchandise, products or services for Learning Programs do not meet your expectations, our warranty policy is simply. Please provide a full explanation to us in via email ( Customersupport@EssenceAccelerators.com ) as to why you are dissatisfied and we will review your situation on a case-by-case basis.  Be sure to include the name of the program, the name of the Content Provider, the product, service or Learning Program, the Event Commencement Date and location if physical, and a short explanation as to what you are requesting and why. You may contact us any time using the on line form on the Contact Us page at www.EssenceAccelerators.com or the address listed below in this policy.

Section 4.04     Operational Warranty and Reservation of Rights

Essence will make reasonable efforts to keep our websites and on line systems operational. However, certain technical difficulties, routine site maintenance, upgrades and any other events by providers to Essence or events outside the control of Essence may, from time to time, result in temporary interruptions, cancellations or the need to reschedule events.

Essence reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions or programs of with or without notice. You agree that Essence shall not be liable to you or to any third party for any of the direct or indirect consequences of any modification, suspension, discontinuance of or interruption to Learning Programs.

ARTICLE V.     INTELLECTUAL PROPERTY RIGHTS

Section 5.01     Non-infringement

Buyers and Guests acknowledge that Essence or the Content Provider own all rights, title and interest in and to the Learning Programs, Intellectual Property, including but not limited to the products, services, methods, tools or techniques associated with the Intellectual Property, including all intellectual property rights associated with but not limited to brands, logos, trademarks, copyrights, URLs, lessons, terms, creative ideas or stories. Accordingly, Guests and Buyers agree that they will not copy, reproduce, alter, modify, or create derivative works from the Content or Intellectual Property in any manner, or infringe upon the Intellectual Property Rights of Essence or the Content Provider. To do otherwise is a violation of this Agreement and U.S and international treaties and conventions. Essence or Content Providers reserve all rights, including the rights to prosecute violators of this Agreement to the fullest extent of all applicable laws. Besides, to do so is not consistent with the values and philosophy that Essence seeks to promote and it would be harming others in a way that Guests or Buyers would not want done to themselves.

Section 5.02     Non-Compete and Non-Interference

Guests and Buyers agree not to use or apply for registration, or use in any domain, or any medium, any part of Content or Intellectual Property Rights therein. Guests and Buyers understand and agree that they do not obtain and will not exercise or attempt to exercise any copyright or other Intellectual Property Rights, worldwide with any Content obtained through Essence or the Content Providers. Both Guests and Buyers shall not knowingly do or cause or permit anything to be done that may endanger, diminish or reduce the Intellectual Property Rights of Essence or the Content Providers, or interfere with in any manner or attempt to prohibit use or registration of the Content of Essence or Content Providers for all perpetuity.

Section 5.03     Personal Use and Copy Prohibition

Guests and Buyers further agree that the use of the Content is solely for the individual and for personal usage and the only copy of the Content that is permitted is for the individual purchasing or participating in the Learning Programs.

Buyers and Guests may download one copy of the Learning Programs on any single computer for your personal, noncommercial use, provided you keep intact any copyright and other proprietary notices on the Learning Programs and do not modify the Learning Programs in any way. You may not modify, reuse, re-post, or use the Learning Programs for public or commercial purposes, without Essence's written permission. Without limiting the forgoing, you agree not to use the Learning Programs for any other use or purpose. You further agree that you will not, and will not attempt to, copy or distribute the Learning Programs, in whole or in part, to any other party unless specifically permitted by Essence or otherwise violate the single computer, non-commercial, non-transferable, non-exclusive, limited license, revocable at Essence's discretion, granted hereunder.
Guests and Buyers agree to indemnify and hold Essence, its successors, assigns, members and licensors harmless for failure to comply in any respect with Article V.

Article V shall survive the term of this Agreement and remains in effect for all perpetuity and in all domains worldwide.

ARTICLE VI.     INDEMNIFICATION

Guests and Buyers agree to hold harmless and indemnify Essence and or the Content Providers, and their subsidiaries, affiliates, officers, agents, and employees from and against any claim arising from or in any way related to participation or use related to the Content, or use of the Services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature.

ARTICLE VII.     MISCELLANEOUS

Section 7.01     Notices and Contact

All notices required to be sent to Essence under this Agreement shall be in writing and shall be sent by certified mail, return receipt requested, postage paid, or by overnight delivery service, to Essence Enterprises, Ltd, 26 Crestone Place, The Woodlands, Texas 77381.

All electronic contact with Essence can be made by visiting the Contact Us section at www.EssenceAccelerators.com, and completing the on-line email form or by sending us an email addressed to CustomerSupport@EssenceAccelerators.com .

You may contact us by telephone at 281-825-1068.

Section 7.02     Assignment

Buyer or Guest rights under this Agreement are not assignable.

Section 7.03     Binding

This Agreement is binding on the Parties and their respective heirs, legatees, executors, successors and assigns. Except for Policies and other agreements incorporated by reference herein (including but not limited to the United States of America), this Agreement is the entire agreement between the Parties and supersedes all prior written or oral agreements between the Parties relating to the subject matter hereof. If any portion of this Agreement is found to be void or unenforceable, the remaining portion shall be enforceable with the invalid portion removed, giving all reasonable construction to permit the essential purposes of the Agreement to be achieved. The Parties’ various rights and remedies hereunder shall be construed to be cumulative.

Section 7.04     Jurisdiction

This Agreement shall in all respects be governed by and construed in accordance with the internal laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas.  Venue for any legal proceeding concerning or in respect to this Agreement shall be Harris County, Texas.

Section 7.05     Arbitration

Any controversy, dispute, or claim arising out of or related to this Agreement shall be submitted to and resolved in binding arbitration by one or three arbitrators (the "Arbitrator"), who shall be selected by the Houston, Texas office of, and in accordance with the commercial arbitration rules of, the American Arbitration Association.   The Arbitration shall be under the Federal Arbitration Act.   The substantive law, including limitations law, to be applied n the arbitration shall be the law of the State of Texas.   The arbitration proceeding shall be conducted pursuant to the then-current commercial arbitration rules of the American Arbitration Association.   The arbitration proceeding shall be held in Houston, Texas unless the Parties agree in writing to the contrary.    The determination of the Arbitrator shall be conclusive upon the Parties to the arbitration and the Parties agree to act in compliance therewith, and judgment upon the same may be entered in any court having jurisdiction thereof.   All reasonable arbitration fees, costs, and expenses, including reasonable attorneys' fees (collectively "Arbitration Costs"), shall be paid in accordance with the decision of the Arbitrator unless such decision is silent as to Arbitration Costs, in which event the non-prevailing party shall pay all Arbitration Costs incurred by all Parties in connection with such arbitration proceeding, Notwithstanding anything in this section to the contrary, each Party shall be entitled to seek temporary restraining order-level relief in any court of competent jurisdiction located in Houston, Texas, without first seeking or obtaining any decision of eh Arbitrator, even if similar or related matter ahs already been referred to arbitration in accordance with the terms of this Section;  provided, however, that temporary injunction and permanent injunction relief shall be determined by the Arbitrator.

Section 7.06     Waiver and Severability of Terms.

Except as otherwise provided herein, no delay of or omission in the exercise of any right, power or remedy accruing to any Party as a result of any breach or default by any other Party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of or in any similar breach or default occurring later; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

Section 7.07     Privacy Policy

Essence respects your right to privacy. To view our policy, visit our websites for the latest version.

Section 7.08     Statute of Limitations

You agree that regardless of any statute or law to the contrary, any claim or cause of action, arising out of or related to, use of the Site or these Terms of Use must be filed in a court of applicable jurisdiction within one (1) year after the Event Commencement Date or first Event Commencement Date in the situation of multiple event or Learning Program participations, or be forever barred.