Terms & Disclaimers
THE CEO COHORT DIGITAL INFORMATION PRODUCT LICENSE AND ACCESS AGREEMENT
This Digital Information Product License and Access Agreement (the “Agreement” or "TOU") dated as of date of purchase and between The CEO Cohort, with an address of 390 NE 191 St Miami, FL 33179 (the “Company”) and the Founder / CEO acting in their business and professional capacity with a professional business address (the “Licensee,” and together with the Company, the “Parties”). The Parties agree as follows:
1. Digital Information Product.
Licensee acknowledges and agrees that The CEO Cohort (the “Program” or "Membership") constitutes a Digital Information Product. The Digital Information Products provided under this Agreement include:
(a) The Advanced Resource Vault: Immediate full-month access to Company's proprietary digital content library, including digital assets, algorithms, protocols, models, valuable intellectual property, methodologies, and materials;
(b) The CEO Cohort Process Modules: Digital recordings of cohort training modules;
(c) The CEO Cohort Core Recordings: Immediate access to the Company’s proprietary digital recordings of cohort calls and training content, delivered through a private podcast feed or another Company-designated digital channel;
(d) Private Vault Access: Immediate digital access to Company's private online platform with immediately available digital resource vault materials and ongoing support; and
(e) Supplemental Live Components: Full-month access to live weekly cohort coaching calls on dates set by Company conducted via digital platforms (Zoom/Google Meet).
Licensee understands and acknowledges that there is no doctor-patient, attorney-client, counseling, accountant-client, or similar relationship of any kind between Licensee and Company. Similarly, The CEO Cohort does not include guidance on proposed actions regarding these or any other areas requiring licensure for the rendering of advice.
Accordingly, Licensee understands that, although the digital information product may explore different areas of Licensee’s life, including, but not limited to, business, professional, and personal matters, Licensee retains sole discretion about how to incorporate the digital information product into Licensee’s life.
Company may update these Terms from time to time by posting an updated version on its website or providing written notice to Licensee. Material changes will apply prospectively. Licensee’s continued use of the Membership after the effective date of an updated version constitutes acceptance of the updated Terms. Company may modify, update, replace, remove, or reschedule any aspect of the Membership, including Content, platform access, curriculum, live calls, coaches, guests, features, and scheduling, at its reasonable discretion. Such changes do not entitle Licensee to a refund, credit, or reduction in fees.
Business Purpose. Licensee represents and warrants that Licensee is entering into this Agreement and purchasing access to The CEO Cohort primarily for purposes relating to Licensee’s trade, business, profession, or company, and not primarily for personal, family, or household purposes.
2. Fees and Term.
Licensee agrees to pay the $2,000 for full month License Fee in full prior to receiving automatic access to the Company’s core proprietary recordings and Digital Information Products through the private podcast feed or other Company-designated digital delivery channels. All fees are non-refundable.
The Company has a no refund policy. You acknowledge that the Company does not offer refunds and no refunds will be provided at any time. By purchasing this Digital Information Product, you understand and agree that all sales are final.
Digital Information Products are intangible goods that are consumed immediately upon delivery and access. Licensee can view, download, and utilize the digital content from the moment access is granted. Due to the immediate digital delivery and the intangible nature of Digital Information Products, the transaction cannot be reversed or returned.
All scheduled supplemental live sessions are final and missed/canceled calls are forfeit without refund. Licensee acknowledges that automatic delivery of access to the Company’s core proprietary recordings through the private podcast feed or any other Company-designated digital delivery channel constitutes full delivery and performance under this Agreement.
You agree to the fees and payment schedule for the Program you selected at checkout.
If paying by debit card or credit card, you give the Company permission to automatically charge your credit or debit card for all fees and charges due and payable to the Company, without any additional authorization, for which you will receive an electronic receipt. You also agree that the Company is authorized to share any payment information and instructions required to complete the payment transactions with its third-party payment service providers (e.g., credit card transaction processing, merchant settlement, and related services).
The first month payment is due before access is provided. If payment is not received when due, the Company reserves the right to terminate your access to the Program and all Content immediately and permanently. If any payment is declined, reversed, disputed, or otherwise not received when due, Company may immediately suspend access to the Program and Content. Company may terminate access for continued nonpayment or for any other breach of these Terms. No refund will be issued for any suspended or terminated access.
If you fail to make any payment in a timely manner (on the date the payment is due) or voluntarily withdraw from the Program at any time or for any reason, you will remain fully responsible for all payments in any membership plan you have chosen, unless otherwise mentioned within these TOU.
The Company reserves the right to charge a late fee on all balances more than 30 days overdue. You agree to reimburse the Company for all collection and/or legal fees and expenses necessitated by lateness or default in payment.
The term of this Agreement begins on the date of purchase (the “Effective Date”) and continues for a full month basis until canceled by Licensee or terminated by Company under these Terms.
Membership is billed at $2,000 for a full month, beginning on the date of enrollment.
No refunds or prorated refunds will be issued for any unused portion of a billing period.
If a payment is declined, reversed, disputed, or otherwise not received when due, Company may immediately suspend or terminate access to the Program and Content until all amounts due are paid. Company may update the payment method, retry the charge, or use payment-account updater services as permitted by its payment processor.
If, in the Company’s sole right and discretion, you persist with behaviors or actions that violate these TOU, the Company may terminate your access and participation in the Program without notice and without refund.
Since we have a clear and explicit refund policy in these TOU that you have agreed to prior to completing the purchase of the Program, we do not tolerate or accept any type of chargeback threat or actual chargeback from your credit card company or payment processor. In the event that a chargeback is placed on a purchase, or we receive a chargeback threat during or after your purchase, we reserve the right to report the incident to any other entity for inclusion in any chargeback database or for listing as a delinquent account which could have a negative impact on your credit report score. The information reported will include your name, email address, order date, order amount, and billing address. Chargeback abusers wishing to be removed from the database shall make the payment for the amount of the chargeback.
3. Confidentiality.
Company agrees to keep all information about the Company / Licensee relationship confidential unless: Company obtains written permission from Licensee; if the disclosure is made to Company’s attorney, tax or financial advisor; where disclosure is required by law (for example if Licensee threatens to harm himself or herself or others); and/or if a court orders Company to disclose this information.
Licensee acknowledges that Company / Licensee communications are not covered by a doctor-patient privilege, attorney-client privilege, or any other privilege.
While Company agrees not to disclose any information pertaining to Licensee that personally identifies Licensee without Licensee’s prior written consent, or as otherwise permitted above, Company may disclose Licensee breakthroughs, themes, and victories in general, provided that such usage does not disclose Licensee’s identity or particulars.
Licensee is entirely responsible for deciding how much personal information Licensee wishes to share in the Cohort. By taking part in the Cohort, Licensee agrees to keep all information of other participants confidential. However, Company cannot guarantee the confidentiality of any information Licensee chooses to share in the Cohort.
All Cohort materials, including the vault, assets, modules, recordings, coaching, as well as the personal information of individuals, are to be kept confidential. These materials and information may not be duplicated, shared, posted on social media, or utilized in any way (“Unauthorized Use”).
The Company may record coaching calls and share them in the Program, on the Website, or on private third-party forums operated by the Company. You agree you will not share any recorded coaching calls or any cohort materials. If the Company discovers you have done so, this will be grounds for immediate termination of your access to the Program and you will not be issued a refund. Membership access is personal to Licensee and may not be shared, transferred, assigned, resold, sublicensed, or used by any other person or business. Licensee is responsible for maintaining the confidentiality of login credentials and for all activity occurring through Licensee’s account. Company may immediately suspend or terminate Licensee’s access to the Membership for breach of these Terms, nonpayment, sharing Content or login credentials, disruptive or abusive conduct, unlawful conduct, or conduct that Company reasonably determines may harm the Company, the Membership, or other participants. Termination does not create a right to any refund.
4. Materials.
Licensee agrees that all materials, including but not limited to digital assets, algorithms, protocols, models, recordings, videos, copy, strategies, models, code, concepts, and systems, are Company’s intellectual property and proprietary trade secrets.
Licensee is granted a limited, non-transferable license to use these materials solely for Licensee’s internal business and professional use in connection with the Program. Licensee agrees not to copy, share, sell, or distribute these materials to anyone else and explicitly agrees not to reverse engineer, copy, share, sell, distribute, or create derivative works based on these materials.
The Licensee receives a limited, non-exclusive, non-transferable license solely in connection with the Digital Information Product provided under this Agreement. Licensee’s use of any materials found in the Program other than that expressly authorized is not permitted (“Unauthorized Use”).
Licensee agrees to pay liquidated damages of five (5) times the total fees paid for the Program in the event of Unauthorized Use, in addition to any legal or equitable remedies the Company may be entitled to pursue. This is not a penalty but an agreed liquidated damages charge for Unauthorized Use.
5. Limited Liability, Indemnity, and Disclaimer.
THE DIGITAL INFORMATION PRODUCT AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ABSOLUTELY NO WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.
LICENSEE UNDERSTANDS AND EXPRESSLY AGREES THAT COMPANY SHALL BEAR NO LIABILITY WHATSOEVER, UNDER ANY CIRCUMSTANCES, FOR ANY OUTCOME, DIRECT OR INDIRECT, ARISING FROM LICENSEE’S USE OF THE DIGITAL INFORMATION PRODUCT OR PROGRAM.
ALTHOUGH THE PROGRAM OFFER INSIGHTS AND PROPOSE SUGGESTIONS, COMPANY MAKES NO PROMISES, EXPRESS OR IMPLIED, WITH RESPECT TO THE DIGITAL INFORMATION PRODUCT NEGOTIATED, AGREED UPON AND RENDERED.
LICENSEE AGREES THAT COMPANY IS NOT LIABLE OR RESPONSIBLE FOR ANY ACTIONS OR INACTIONS, OR FOR ANY DIRECT OR INDIRECT RESULT OF ANY PROGRAM PROVIDED BY COMPANY.
Immediate Access Acknowledgment. LICENSEE HEREBY PROVIDES EXPRESS CONSENT FOR COMPANY TO BEGIN PERFORMANCE AND DELIVERY OF THE DIGITAL INFORMATION PRODUCTS IMMEDIATELY WITHOUT ANY WAITING PERIOD.
LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT BY REQUESTING IMMEDIATE DELIVERY AND ACCESS TO THE DIGITAL INFORMATION PRODUCT, LICENSEE WAIVES ANY STATUTORY OR COMMON LAW RIGHT OF WITHDRAWAL, COOLING-OFF PERIOD, OR CANCELLATION RIGHT.
IN NO EVENT SHALL COMPANY BE LIABLE TO LICENSEE OR ANY THIRD PARTIES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, STATUTORY, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF USE, INTERRUPTION OR LOSS OF BUSINESS, AND DAMAGE TO GOODWILL OR REPUTATION.
COMPANY’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR IN TORT, IS LIMITED TO THE AMOUNT OF THE FEES ACTUALLY PAID BY LICENSEE TO COMPANY UNDER THIS AGREEMENT, NOT TO EXCEED $2,000.
Company does not provide any financial, legal, medical, or psychological services or advice. The Program is not intended to be a substitute for professional advice that can be provided by Licensee’s accountant, lawyer, financial advisor, medical professional, or any other licensed professional.
Licensee is responsible for its own financial, legal, physical, mental, and emotional well-being, decisions, choices, actions, and results. Company disclaims any liability for Licensee’s reliance on any opinions or advice received as part of the program.
Company cannot and does not guarantee that the Program will provide any particular results or financial or business outcomes. To the maximum extent permitted by applicable law, the Program is provided “as is” and “as available” without warranty or condition of any kind.
Licensee’s obligations under this section will survive the termination or expiration of this Agreement.
Company is not responsible for the statements, advice, conduct, services, omissions, or results of other Membership participants, guest speakers, contractors, or third parties. Licensee is solely responsible for all decisions made in reliance on any information received through the Membership.
EARNINGS AND RESULTS DISCLAIMER – NO GUARANTEE OF RESULTS OR EARNINGS. Licensee is solely responsible for Licensee’s results. No specific results, earnings, or outcomes are guaranteed.
Licensee agrees to defend, protect, and indemnify Company and its owners, officers, employees, and agents from and against any and all claims, costs, losses, damages, liabilities, expenses, demands, and judgments, including attorney’s fees and court costs, which may, in any way, arise directly or indirectly out of Company’s performance of the Program or for Licensee’s breach of this agreement or its (or any of its agents) violation of any applicable laws or regulations, including those arising from third parties, except to the extent such are caused by the sole fault or negligence of the Company.
6. Force Majeure.
Company shall not be deemed in breach of this Agreement if Company is unable to complete or provide all of the Program or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, epidemic, pandemic, death, illness, or incapacity of Company or any local, state, federal, national, or international law, governmental order or regulation or any other event beyond Company’s control (collectively, “Force Majeure Event”).
Upon occurrence of any Force Majeure Event, Company shall give notice to Licensee of its inability to perform or of delay in completing the Program and shall propose revisions to the schedule for completion of the Program or other accommodations or may terminate this Agreement.
7. General Provisions.
This is the entire agreement between the Parties and reflects a complete understanding of the Parties with respect to the subject matter hereof. The CEO Cohort is a registered business name of Jonathan Herzog LLC, which is the Company under this Agreement.
This Agreement supersedes all prior written and oral representations between the Parties. Company may update these Terms from time to time by posting an updated version on its website or providing written notice to Licensee. Material changes will apply prospectively after at least thirty (30) days’ notice. Licensee’s continued use of the Membership after the effective date of an updated version constitutes acceptance of the updated Terms.
If any provision of this Agreement is found to be invalid or unenforceable, but would become valid and enforceable by limiting such provision, then such provision shall be deemed to be written, construed, and enforced as so limited and the remainder of this Agreement will remain in full force.
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
This Agreement is legal and binding between the Parties. The Parties each represent that they have the authority to enter into this Agreement. This Agreement shall be governed and construed in accordance with the laws of the State of Florida, without giving effect to any conflicts of laws provisions.
Electronic Execution. The Parties consent to electronic records and checkout.
Upon Licensee’s electronic payment and agreement to Terms of Service, this Agreement becomes binding and effective as of the Effective Date stated above.
8. Dispute Resolution.
a. The Parties mutually agree that pursuant to the Federal Arbitration Act, and to the fullest extent permitted by law, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, or the services to be rendered whether founded in contract, statute or tort, including without limitation any dispute concerning the arbitrability, construction, validity, interpretation, enforceability or breach of this Agreement, shall be exclusively settled by final, binding, and confidential arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in the county or circuit court in the state court system of Florida located in Miami-Dade County, Florida.
Such arbitration shall be held in Miami, Florida, in accordance with the rules then in effect of the American Arbitration Association (which are available at adr.org/rules-forms-and-fees/).
The prevailing party will be entitled to recovery of actual attorney and arbitrator fees and costs (taxable and nontaxable) in addition to the award, including without limitation fees incurred in determining entitlement to and amount of fees.
The Parties understand that each party’s promise to resolve claims by arbitration in accordance with the provisions of this Agreement, rather than through the courts, is consideration for the other party’s like promise. Licensee further understands that this Digital Information Product offer is made in consideration of such promise to arbitrate claims.
Any such arbitration shall be conducted by a single arbitrator who is an actively licensed Florida attorney, with at least fifteen (15) years’ experience in commercial litigation, and at least three (3) prior case appointments as a AAA arbitrator.
The arbitration proceedings shall be concluded within thirty (30) days from the date the arbitrator is appointed, with a final hearing not to exceed one (1) day in total duration.
No later than ten (10) days after the filing of a claim for arbitration, the parties will exchange detailed statements setting forth the facts supporting the claim(s) and all defenses to be raised during the arbitration, a list and copy of all exhibits, and a witness list, together with a summary of anticipated testimony from each witness.
Under no circumstances will the use of interrogatories, requests for admission, requests for the production of documents, or the taking of depositions be permitted.
For all claims and counterclaims equal to or less than $200,000.00, exclusive of interest, arbitration fees, and costs, you agree that the arbitration shall proceed in accordance with any Expedited Procedures of the Arbitration Rules & Procedures.
No arbitration proceeding hereunder shall be consolidated with, or joined in any way with, any other arbitration proceeding.
EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY AND/OR THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION AND/OR REPRESENTATIVE ACTION IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROGRAM.
NO ACTION SHALL BE BROUGHT FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE COMPANY’S OBLIGATIONS HEREUNDER, MORE THAN ONE (1) YEAR AFTER THE DATE OF THIS AGREEMENT.
By paying for The CEO Cohort, Licensee confirms that access to and participation in the Program are for business and professional purposes connected with Licensee’s role as a founder, executive, business owner, or other business leader.
The Parties agree to the terms and conditions set forth above as demonstrated by the Licensee's checkout payment.
By checking the box indicating agreement to these Terms and completing checkout, Licensee confirms that Licensee has reviewed, understood, and agreed to these Terms. Electronic acceptance, checkout records, payment records, and associated timestamps constitute evidence of Licensee’s agreement.