General Terms of Use

CIALDINI INSTITUTE LLC

Updated: 06/12/2023

1. ACCEPTANCE OF THE TERMS OF USE
1.1. These general terms of use are entered into between you and Cialdini Institute, a Delaware limited liability company (“Cialdini”, “Company”, “we”, “us”).
1.2. The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use”), exclusively govern your access to and use of (i) https://cialdini.com/ (the “Website”); (ii) any content, functionality and services offered on or through the Website (e.g., e-learning courses and webinars) (the “Services”); and (iii) the application “Cialdini App”, available for download in the Google Play Store and Apple App Store (“Cialdini App”).
1.3. We kindly request that you carefully read these Terms of Use before you start to use the Website. By using the Website, by “clicking” the agree button, or by agreeing to the Terms of Use when this option is made available to you, you accept to be bound and abide by these Terms of Use and our Privacy Policy, found at https://cialdini.com/legal/privacy-policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website, the Cialdini App, or the Company’s services offered through the Website.
1.4. Cialdini reserves the right to amend these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website, the Cialdini App, and our Services thereafter. Your continued use of the Website, the Cialdini App, or our Services means that you accept and agree to the changes. You are expected to check this page so you are aware of any changes, as they are binding on you.

2. SUBSCRIPTION TYPES
2.1. The Company offers different subscriptions relating to the access and use of our Services (the “Subscriptions”). In particular, the Company offers:
(a) Per Month Subscription: pay per calendar month and terminate the Subscription at the end of a calendar month by giving at least 30 days’ prior written notice to the Company;
(b) Per Year Subscription: pay per year and terminate the Subscription at the end of the first contractual year by giving at least 30 days’ written notice to the Company; and
(c) 5-year Subscription: pay for a five-year Subscription period and terminate the Subscription at the end of the five-year contractual period by giving at least 30 days’ written notice to the Company.
2.2. IF YOU DO NOT TERMINATE YOUR SUBSCRIPTION AT THE END OF THE APPLICABLE CONTRACTUAL TERM, THE SUBSCRIPTION WILL AUTOMATICALLY RENEW BASED ON THE MONTHLY SUBSCRIPTION STATED ABOVE UNDER PARAGRAPH 2.1(A).
2.3. We may offer different types of Subscriptions and promotions from time to time. You can always review your current Subscription in your account.

3. PAYMENTS
3.1. The fee for your Subscription will be charged through your account using a third-party payment tool. The fees will be charged either on a monthly basis or in a lump sum depending on your Subscription type. After we receive the payment, you will be provided unlimited access to our Services for the duration of the Subscription. If we do not receive your fees, we may suspend access to your account and to our Services.
3.2 We may amend the fees for the Subscriptions from time to time. You shall be informed of any changes related to the fees at least 30 days before being charged the new fees. If you do not want to pay the new fees, you may terminate your Subscription at the end of the applicable Subscription period.

4. INTELLECTUAL PROPERTY RIGHTS AND LICENSE TO USE
4.1. The Website and its entire contents, features, and functionality (including but not limited to the Cialdini App, all information and materials published on the Website and in the Cialdini App, such as presentations, books, videos, articles, tests, and other e-learning related documents and the design, selection, and arrangement thereof, (the “Materials”)) are owned by the Company, its licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
4.2 Cialdini hereby grants you a limited, non-exclusive, non-transferable, non-sub-licensable license to access and use the Website, Cialdini App and the Materials for the duration of your Subscription. This right is strictly for your personal, non-commercial use. You must not reproduce, distribute, modify, create derivate works of, publicly display, publicly perform, republish, copy, or alter any of the Materials. Except as expressly provided in these Terms of Use, no other rights or licenses are granted or implied.
4.3 You will grant Cialdini an irrevocable, worldwide, non-exclusive, transferable and sub-licensable right to use any document, photo, video or other materials that you upload on our E-learning Platform. This license applies to both internal and commercial use by Cialdini.

5. YOUR USE OF THE CIALDINI APP, WEBSITE AND SERVICES
5.1. You will not use the Cialdini App, the Website, or the Services for any other purpose than for personal use. You will not provide your account details to any third person and you will act in accordance with applicable law, including copyright, trademark, and other laws.
5.2 You are not allowed to copy, decompile, disassemble, reverse engineer or obtain (or attempt to obtain) the source code, algorithms, methods and/or techniques of the Cialdini App, the Website and/or the Services or to modify, publish or make publicly available the Cialdini App or the E-Learning Platform or any Materials or act in any way that would infringe Cialdini’s intellectual property rights.
5.3. We reserve the right to withdraw or amend this Website, the Cialdini App, the E-Learning Platform, and any other Services or Materials we provide in our sole discretion and without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users. All of Cialdini Services are provided on an “as is” basis.
5.4. You are responsible for any costs associated with the use of the Website, the Cialdini App, and the E-Learning Platform, such as costs for an internet connection, use of mobile data, any telecommunication costs, and costs for equipment and devices on which the Cialdini App is installed or the Website is used.
5.5. You are also responsible for having a sufficiently working internet connection suitable for streaming video and for otherwise making use of the Website, the Cialdini App, and the E-Learning Platform.
5.6. Except for instructions that can be found on the Website, Cialdini does not offer assistance or support, including IT, in order to install or use of the Cialdini App or the E-Learning Platform.

6. TERMINATION
6.1 We have the right to terminate or suspend your access to all or part of the Website, the Cialdini App, E-Learning Platform and/or other Services for any or no reason, including without limitation, for any violation of these Terms of Use.
6.2. Upon termination: (a) all rights granted to you under these Terms of Use will also terminate; and (b) you must cease all use of the Website, the Cialdini App, and our Services.
6.3. Termination will not limit any of the Company’s rights or remedies at law or in equity.
6.4. If the applicability of these Terms of Use terminates, you should be aware that any data that you have entered or stored on the Website or in the Cialdini App may be deleted or may no longer be available to you. Cialdini is not liable for any losses due to the deletion and/or inaccessibility of such data.

7. DISCLAIMER OF WARRANTIES
7.1. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.
7.2. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
7.3. YOUR USE OF THE WEBSITE, ITS CONTENT, THE CIALDINI APP, AND ANY SERVICES, ITEMS, OR MATERIALS OBTAINED THROUGH THE WEBSITE OR THE CIALDINI APP IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, THE CIALDINI APP, AND ANY SERVICES, ITEMS, OR MATERIALS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE OR THE CIALDINI APP. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, THE CIALDINI APP OR ANY SERVICES, ITEMS, OR MATERIALS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE, THE CIALDINI APP, OR ANY SERVICES, ITEMS, OR MATERIALS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
7.4. TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
7.5. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

8. LIMITATION ON LIABILITY
8.1. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED USD$ 1,000.
8.2. The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.
8.3. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

9. INDEMNIFICATION
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, the Cialdini App, the Materials, any use of the Website's content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.

10. APPLICABLE LAW AND JURISDICTION Applicable
10.1. All matters relating to the Website, the Cialdini App, and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule (whether of the State of Arizona or any other jurisdiction).
10.2. Any dispute, claim or controversy arising out of or relating to these Terms of Use Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in New York, New York before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
10.3. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

11. GENERAL PROVISIONS
11.1. All information we collect on this Website is subject to our Privacy Policy https://cialdini.com/legal/privacy-policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
11.2. We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
11.3. If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
11.4. No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
11.5. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
11.6. The Terms of Use, our User Policy, and our Privacy Policy constitute the sole and entire agreement between you and the Cialdini Institute regarding the Website, the Cialdini App, and our Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.
11.7. All provisions relating to warranties (Section 7), limitations on liability (Section 8), and indemnification (Section 9) shall survive termination of these Terms of Use. The foregoing list shall not be interpreted to exclude other provisions which by their nature shall also be deemed to survive termination of these Terms of Use.
11.8. All other feedback, comments, requests for technical support, and other communications relating to the Website, the Cialdini App, or our Services should be directed to: info@cialdini.com.