These terms and conditions of service (“Terms and Conditions”) will govern the purchase and sale of coaching, education, and training services by the attendee (the “Attendee”) from Data Points LLC (“DataPoints”) under the applicable program description (“Program Description”) provided by DataPoints online or in any other electronic or physical format. The specific details and description of the purchased program and services will be set forth in each Program Description attached to or otherwise accompanying these Terms and Conditions (typically in a “click-through agreement” manner).

1. Education and Training Services. DataPoints will provide any or all of the of the following services to the Attendee: one-on-one coaching services; instructor-led classroom, onsite and/or and online training; self-paced training and digital learning services; instructor services; and coaching services (collectively, the “Education and Training Services”).

2. Course Materials

a.  Intellectual property. DataPoints provides training, programs, workshops, and related materials to train organizations and their employees on topics related to wealth accumulation, financial psychology, personality, psychometrics, and survey research, that are based on intellectual property developed, owned, and licensed by DataPoints, including systems, methodologies, and modalities and associated trademarks, service marks, copyrights, course materials, coaching, and other intellectual property relating thereto (collectively, the “DataPoints IP”).

b.  Grant of license to course materials. For the portion of the course materials that consist of scripts, journals, workbooks, templates, and all other materials developed by DataPoints in connection with the Education and Training Services, DataPoints grants Attendee a non-exclusive, non-transferrable, irrevocable (except in case of breach of these Terms and Conditions or the applicable Program Description) perpetual license for Attendee’s personal use only (the “Course Materials License”), without the right to sublicense, copy, or distribute to any third party.

c.  Attendee materials. Any Attendee Materials used in connection with a program or workshop remain Attendee property. Attendee grants DataPoints a non-exclusive, non-transferrable right to use the Attendee Materials solely for the benefit of Attendee in the performance of Education and Training Services pursuant to the applicable Program Description. Attendee warrants that it has the necessary rights to provide the Attendee Materials to DataPoints so that DataPoints can access, use and modify them as necessary for DataPoints performance of the Education and Training Services. “Attendee Materials” means any materials or technology provided to DataPoints by Attendee in connection with the Education and Training Services.

d.  Reservation of other intellectual property rights. DataPoints reserves all other intellectual property rights that it has not expressly granted to the Attendee. All rights to DataPoints IP remain DataPoints sole property. DataPoints shall not be limited in developing, using or marketing services or products that are similar to the Education and Training Services and course materials.

e.  Access to electronic materials. Where applicable, DataPoints will deliver to Attendee the materials required for the Education and Training Services electronically, at or before the start of the Education and Training Services.

f.  Replay of materials. At the discretion of DataPoints, sessions will be recorded and available to the Attendee for individual use for a defined period of time after the date of provision of the Education and Training Services as described in the Program Description. Any replay or broadcast of the Education and Training Services by the Attendee for other than personal use is prohibited as a violation of copyright protection. Any replay or broadcast of the Education and Training Services beyond the scope defined here may be negotiated between DataPoints and Attendee, for an additional fee.

3. Fees and Payment.

a.  Payment. DataPoints will provide the applicable Education and Training Services for the fees described in the Program Description, plus any applicable taxes. Payment shall be made as provided in the Program Description.

b. Currency. All charges and fees provided for in the applicable Program Description will be in U.S. dollars (USD).

c.  Cancellation and refunds

(i) Attendee may cancel registration at any time prior to the start of the Education and Training Services and receive a full refund less payment processing fees (Attendee will be refunded ninety-five percent (95%) of the registration fee) upon cancellation prior to the start of any Education and Training Services. No refunds will be issued after the start of any Education and Training Services. DataPoints reserves the right to make any reasonable exceptions to this no-refund-after-start policy, at its discretion.

(ii) DataPoints reserves the right to cancel the scheduled Education and Training Services at its discretion, subject to a full refund to the registered Attendee. Attendee acknowledges that DataPoints may exercise its plenary right to cancel the scheduled Education and Training Services with or without notice to Attendee with no further obligation or liability to Attendee upon the condition of the issuance of a full refund of fees to Attendee.

d.  Professional education/continuing education credit fees. DataPoints will be responsible for payment of any continuing professional education or “CE fees” due to the Certified Financial Planner (“CFP”) Board applicable to the Attendee’s participation in the Education and Training Services. DataPoints will not be responsible for any other professional education credits and/or related fees.

4. Term and Termination

a. Term. These Terms and Conditions take effect upon execution of the application form contained in the Program Description and will continue until terminated. These Terms and Conditions shall continue in full force and effect after termination or cessation of participation in any Education and Training Services.

b.  Other termination. Attendee may withdraw from participation, or DataPoints may terminate participation by an Attendee, if one of the following events occurs:

(i)  Termination for Breach. If an Attendee breaches any of the policies contained herein.

(ii)  Non-payment. Attendee’s failure to pay an invoice when due will be sufficient cause for termination by DataPoints. Further, DataPoints may, commencing on the date that notice is provided to Attendee, suspend performance of the Education and Training Services for the duration of any period during which Attendee is delinquent in making payment to DataPoints under any invoice.

(iii) Attendee’s participation in and receipt of the Education and Training Services can be terminated by DataPoints at its discretion with or without cause, subject to a full refund of fees paid by the Attendee.

c.  Effect of termination. Any provision will survive any termination or expiration if by its nature and context it is intended to survive, including provisions relation to payment of outstanding fees, warranties, and limitation of liability. Attendee will be responsible for payment to DataPoints for all Education and Training Services rendered and expenses incurred prior to the effective termination date. In the event of termination, DataPoints expressly disclaims liability for any resultant damages, delays, or any claims of Attendee and disclaims any warranties made in these Terms and Conditions or an applicable Program Description for the Education and Training Services which have not been delivered as of the termination date.

5. Warranties and Limitation of Liability

a.  Warranty. DataPoints warrants that the Education and Training Services will be performed in a workmanlike and professional manner. Attendee must notify DataPoints of any alleged breach of this warranty within 10 days from the completion of the applicable program. DataPoints entire liability and Attendee’s sole remedy for DataPoints breach of this warranty will be for DataPoints to, at its option, (i) use reasonable efforts to correct that breach, or (ii) terminate Attendee’s enrollment in the applicable program and refund the portion of any fees received that correspond to that breach.

b.  Disclaimer of warranties. THE EXPRESS WARRANTY SET FORTH IN PARAGRAPH (a) ABOVE IS IN LIEU OF ALL OTHER WARRANTIES, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DATAPOINTS DISCLAIMS, ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE REGARDING OR RELATING TO THE SERVICES, OR ANY OTHER MATERIALS FURNISHED OR PROVIDED TO ATTENDEE UNDER AN APPLICABLE PROGRAM DESCRIPTION. DATAPOINTS WILL NOT BE LIABLE FOR ANY THIRD-PARTY SERVICES OR PRODUCTS IDENTIFIED OR REFERRED TO ATTENDEE BY DATAPOINTS. NO EMPLOYEE, AGENT, REPRESENTATIVE OR AFFILIATE OF DATAPOINTS HAS THE AUTHORITY TO BIND DATAPOINTS TO ANY REPRESENTATIONS OR WARRANTIES OUTSIDE OF THESE TERMS AND CONDITIONS.

c.  Hold harmless/assumption of risk. A hallmark of DataPoints programs is the open sharing of information by attendees including relating emotions and experiences. Attendees acknowledge that receiving this information has the potential to trigger emotional responses within themselves that may be unwanted. Attendees agree to hold harmless DataPoints for any such unwanted emotional experiences and knowingly and willing accept this potential occurrence.

d.  Limitation of liability

(i)  Limitation on direct damages. DataPoints total liability and Attendee’s sole and exclusive remedy for a claim of any nature arising out of these Terms and Conditions or an applicable Program Description, regardless of whether the claim is based on contract, tort, strict liability, or otherwise, will be limited to proven direct damages caused by negligence of DataPoints in an amount not to exceed the fees paid to DataPoints for the Education and Training Services.

(ii) No indirect damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES.

(iii)  Limitation of liability exclusions. The limitations of liability in this agreement will not apply to (i) Attendee’s violation of DataPoints or its licensors’ intellectual property rights or Attendee’s use of the course materials or electronic materials in a manner not expressly authorized by these Terms and Conditions and an applicable Program Description.

e.  Not investment advice. The Education and Training Services and all of the work-product and related materials are for psychological and behavioral consulting purposes only and do not constitute investment advice or an investment recommendation by DataPoints. DataPoints is not registered with the Securities and Exchange Commission or any other federal or state regulatory authority as an investment advisor, broker-dealer, or any other designation that would allow DataPoints to provide investment advice. You agree and acknowledge that DataPoints, including its employees, officers, and other representatives, is not a financial or investment advisor, financial planner, or registered broker-dealer, and therefore cannot and does not provide you or your clients with investment advice either through the Education and Training Services or any other means. 

You acknowledge and agree that DataPoints makes no representation as to the suitability of the Subscription Service for any purpose. You acknowledge and agree that DataPoints shall not be held liable for any damages or consequences that may arise as a direct or indirect result of your use of the material and content of the Education and Training Services. You acknowledge and agree that DataPoints cannot and does not warrant the manner in which any individual investor will react in currently unknown future conditions in securities markets. You acknowledge and agree that any investment decisions made by you and/or your clients are made at your own risk and based on your own independent judgment (in conjunction with the individual judgment of your clients). You acknowledge and agree that DataPoints does not hold itself out as a financial advisor, financial planner, investment advisor, asset manager, broker-dealer, or any other form of professional investment manager, and that DataPoints does not independently evaluate the suitability or propriety of any investment security, investment plan, or investment decision. You acknowledge and agree that nothing provided by the Subscription Service constitutes an offer to buy, sell, or recommend any security. You acknowledge and agree that DataPoints is not and shall not be responsible for any investment and/or trading decisions and any resulting damages or losses resulting directly or indirectly from the use of the Subscription Service. You acknowledge and agree that you (and/or your clients) are solely responsible for all of your investment decisions and transactions.

f. No clinical, therapeutic, or counseling services provided. The Education and Training Services and all of the work-product and related materials are for psychological and behavioral consulting purposes only and do not constitute clinical psychological, therapeutic, or counseling service recommendation by DataPoints.

g. Agreement to limit liability. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THE LIMITATION OF LIABILITY CONTAINED IN THE PRECEDING PARAGRAPHS, DATAPOINTS WOULD NOT PROVIDE THE Education and Training Services TO YOU.

6. Miscellaneous

a. Governing law; dispute resolution by mandatory binding arbitration. This Agreement shall be governed by and construed according to the laws of the State of Georgia, USA, without regard to any conflict of law principles.  Any controversy or claim arising out of or relating to this agreement or the breach thereof shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be Atlanta, Georgia. The arbitration shall be governed by the laws of the State of Georgia.

b.  Compliance with laws. Each party will comply with all laws applicable to the actions contemplated by these Terms and Conditions and an applicable Program Description.

c. Waiver. Failure to enforce a provision of these Terms and Conditions or an applicable Program Description will not constitute a waiver.

d. Counterparts. Fax, email, scanned or electronic signatures on these Terms and Conditions and an applicable Program Description will legally bind the parties to the same extent as originals. These Terms and Conditions and an applicable Program Description may be executed in multiple counterparts all of which taken together will constitute one single agreement between the parties.

e. Notices. Unless otherwise set forth in an applicable Program Description, any notice regarding these Terms and Conditions and an applicable Program Description or required by law must be in writing (electronic or hard-copy). Notices shall be sent:

To DataPoints: 4880 Lower Roswell Road, Suite 165-134, Marietta, GA 30068-4385, Attention: General Counsel

To Attendee: the electronic-mail or physical address as provided in the Education and Training Services registration.

f.  Entire agreement. These Terms and Conditions and an applicable Program Description contain the entire agreement between the parties with respect to the subject matter of these Terms and Conditions and supersedes all previous or contemporaneous communications, representations, proposals, commitments, understandings and agreements, whether oral or written, between the parties. These Terms and Conditions and an applicable Program Description may be amended only in writing signed by authorized representatives of both parties. DataPoints rejects any additional or conflicting terms and conditions on any other business form issued by Attendee, unless expressly otherwise agreed to by the parties in writing.

g. Force majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. If any individual working with or for DataPoints and who is a presenter or other integral part of the provision of an Education and Training Services becomes ill and is unable to fulfill his/her duties in the provision of the Education and Training Services, this will be considered a force majeure event that is outside of the control of DataPoints. In this event, DataPoints will provide, at its own discretion, a reasonable substitute date for provision of the Education and Training Services.  

h. Actions permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to these Terms and Conditions may be brought by either party more than one (1) year after the cause of action has accrued.

i. Relationship of the parties. The parties agree that no joint venture, partnership, employment, or agency relationship exists between them.

j. Severability. If any part of this agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this agreement will continue in effect.

k. Assignment. Attendee will not assign or transfer this agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. DataPoints may assign this agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law.

l. No third-party beneficiaries. Nothing in this agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this agreement. 

m. Contract for services. These Terms and Conditions constitute a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this agreement or the rights and obligations of the parties under this agreement.

n. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this agreement and that it is binding upon such party and enforceable in accordance with its terms.