Effective Date: JANUARY 21, 2021

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This Terms of Use Agreement (“Agreement”) is made and entered into by and between 144 GODCODE INCORPORTATED, a limited liability company organized under the laws of British Columbia (“144 GODCODE”), and You, the user of the Carolyn and 144 GODCODE INCORPORATED and its associated products and services (collectively “Services”).  Throughout the site, the terms “we”, “us” and “our” refer to 144 GODCODE INCORPORTATED.  By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Use and Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. 

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THIS AGREEMENT IS A LEGALLY BINDING CONTRACT AND YOU HAVE A DUTY TO READ THIS AGREEMENT BEFORE USING THE PRODUCTS AND SERVICES. THROUGH YOUR USE OF THE PRODUCTS SERVICES, YOU AGREE TO THE TERMS AND CONDITIONS CONTAINED WITHIN THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST IMMEDIATELY CEASE YOUR USE OF THE SERVICES.

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144 GODCODE INCORPORTATED RESERVES THE RIGHT TO MODIFY, AMEND, REPLACE, SUSPEND, OR TERMINATE THIS AGREEMENT AT ANY TIME AND WITHIN ITS SOLE DISCRETION.  YOUR USE OF THE SERVICES AFTER A CHANGE IN ITS EFFECTIVE DATE CONSTITUTES YOUR ACQUIESCENCE TO AND ACCEPTANCE OF ANY MODIFICATION, AMENDMENT, OR REPLACEMENT.

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THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION AND A CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. YOU HAVE A DUTY TO READ THIS AGREEMENT AND THE ARBITRATION PROVISION AND CLASS ACTION WAIVER CONTAINED WITHIN. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, ITS ARBITRATION PROVISION, OR ITS CLASS ACTION WAIVER, YOU MUST IMMEDIATELY DISCONTINUE YOUR USE OF THE SERVICES.

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1. Effective Date. The effective date of this Agreement (the “Effective Date”) is the date you first use the Website, products, and services on any and all platforms. By using the Website, products, and services on any and all platforms, you agree to be bound by this Agreement.  If you do not agree to abide by the terms of this Agreement, please discontinue your use of the Website immediately. You agree that by using the Website and your purchase of Services and Products constitutes your acceptance of this Agreement and your agreement to be bound by the terms of this Agreement. You warrant and represent that you are at least eighteen (18) years old and that you have the legal authority to enter into this Agreement as an individual or on behalf of your employer. 144 GODCODE INCORPORTATED's sale and delivery of Products and Services is made in reliance upon your acceptance of and compliance with this Agreement.

2. Updates to this Agreement. 144 GODCODE INCORPORATED RESERVES THE RIGHT TO AMEND THE WEBSITE AND THE TERMS OF THIS AGREEMENT IN ITS DISCRETION FROM TIME TO TIME. YOU ARE RESPONSIBLE FOR MONITORING THE WEBSITE FOR CHANGES TO THIS AGREEMENT. 144 GODCODE INCORPORATED may, but is not obligated to, offer upgrades, updates and improvements to the Website and to add or discontinue any Products and Services at any time.

3. Indemnification. You agree to indemnify, defend and hold harmless 144 GODCODE INCORPORATED and its members, managers, officers, affiliates, agents, contractors, licensors, service providers, subcontractors, suppliers, and employees, from all claims and demands, including attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement or your violation of any law or the rights of a third party.

4. Arbitration. By visiting the Website and purchasing Products and Services, you agree that, except as otherwise specified herein, the laws of Canada, will govern any dispute that arises between us or between you and Carolyn and144 GODCODE INCORPORATED. ANY AND ALL DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING ARBITRATION. YOU HEREBY AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this Agreement. Your rights will be determined by a neutral arbitrator, NOT a judge or jury. You agree that any dispute arising out of or relating to this Agreement, including with respect to the interpretation of any provision of this Agreement between you and 144 GODCODE INCORPORATED shall be resolved in Ladner, British Columbia, Canada.  

5. General.  This website (the “Site”) is owned and operated by 144 GODCODE INCORPORATED (“Carolyn” “we” or “us”). By using the Site, you agree to be bound by these Terms of Service and to use the Site in accordance with these Terms of Service, our Privacy Policy, our Refund Policy and any additional terms and conditions that may apply to specific sections of the Site or to products and services available through the Site or from 144 GODCODE INCORPORATED and Carolyn. Accessing the Site, in any manner, whether automated or otherwise, constitutes use of the Site and your agreement to be bound by these Terms of Service. We reserve the right to change these Terms of Service or to impose new conditions on use of the Site, from time to time, in which case we will post the revised Terms of Service on this website. By continuing to use the Site after we post any such changes, you accept the Terms of Service, as modified.

6. Our Limited License to You. This Site and all the materials available on the Site are the property of us and/or our affiliates or licensors, and are protected by copyright, trademark, and other intellectual property laws. The Site is provided solely for your personal noncommercial use. You may not use the Site or the materials available on the Site in a manner that constitutes an infringement of our rights or that has not been authorized by us. More specifically, unless explicitly authorized in these Terms of Use and Service or by the owner of the materials, you may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any material from the Site. You may, however, from time to time, download and/or print one copy of individual pages of the Site for your personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices.

7. Your License to Us. By posting or submitting any material to us via the Site, internet groups, social media venues, or to any of our staff via email, text or otherwise, you are representing: (i) that you are the owner of the material, or are making your posting or submission with the express consent of the owner of the material; and (ii) that you are thirteen years of age or older. In addition, when you submit, email, text or deliver or post any material, you are granting us, and anyone authorized by us, a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly perform or display such material, in whole or in part, in any manner or medium, now known or hereafter developed, for any purpose. The foregoing grant shall include the right to exploit any proprietary rights in such posting or submission, including, but not limited to, rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. Also, in connection with the exercise of such rights, you grant us, and anyone authorized by us, the right to identify you as the author of any of your postings or submissions by name, email address or screen name, as we deem appropriate.  You acknowledge and agree that any contributions originally created by you for us shall be deemed a “work made for hire” when the work performed is within the scope of the definition of a work made for hire in Section 101 of the United States Copyright Law, as amended. As such, the copyrights in those works shall belong to 144 GODCODE INCORPORATED from their creation. Thus, 144 GODCODE INCORPORATED shall be deemed the author and exclusive owner thereof and shall have the right to exploit any or all of the results and proceeds in any and all media, now known or hereafter devised, throughout the universe, in perpetuity, in all languages, as 144 GODCODE INCORPORATED determines. In the event that any of the results and proceeds of your submissions hereunder are not deemed a “work made for hire” under Section 101 of the Copyright Act, as amended, you hereby, without additional compensation, irrevocably assign, convey and transfer to 144 GODCODE INCORPORATED all proprietary rights, including without limitation, all copyrights and trademarks throughout the universe, in perpetuity in every medium, whether now known or hereafter devised, to such material and any and all right, title and interest in and to all such proprietary rights in every medium, whether now known or hereafter devised, throughout the universe, in perpetuity. Any posted material which are reproductions of prior works by you shall be co-owned by us.  You acknowledge that 144 GODCODE INCORPORATED has the right but not the obligation to use and display any postings or contributions of any kind and that 144 GODCODE INCORPORATED may elect to cease the use and display of any such materials (or any portion thereof), at any time for any reason whatsoever.

8. Disclaimers. Throughout the Site, we may provide links and pointers to Internet sites maintained by third parties. Our linking to such third-party sites does not imply an endorsement or sponsorship of such sites, or the information, products or services offered on or through the sites. In addition, neither we nor affiliates operate or control in any respect any information, products or services that third parties may provide on or through the Site or on websites linked to by us on the Site.  If applicable, any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, are those of the respective authors or distributors, and not 144 GODCODE INCORPORATED . Neither 144 GODCODE INCORPORATED nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content. Furthermore, 144 GODCODE INCORPORATED neither endorses nor is responsible for the accuracy and reliability of any opinion, advice, or statement made on any of the Sites by anyone other than an authorized 144 GODCODE INCORPORATED representative while acting in his/her official capacity. 

9. Online Commerce.  You agree to be financially responsible for all purchases made by you or someone acting on your behalf from Carolyn and 144 GODCODE INCORPORATED on all platforms including the 144 Membership Portal, this Site, and on Vimeo. You agree to use the Site and to purchase services or products through the Site for legitimate, non-commercial purposes only. You also agree not to make any purchases for speculative, false or fraudulent purposes or for the purpose of anticipating demand for a particular product or service. You agree to only purchase goods or services for yourself or for another person for whom you are legally permitted to do so. When making a purchase for a third party that requires you to submit the third party’s personal information to us or a merchant, you represent that you have obtained the express consent of such third party to provide such third party’s personal information.

10. Dispute Resolution.  These Terms of Use shall be governed by and construed in accordance with the laws of British Columbia, Canada and any dispute shall be subject to binding arbitration in Vancouver, British Columbia. If any provision of this agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

11. Class Action Waiver.  You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed.  The arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless all relevant parties specifically agree to do so following initiation of the arbitration.

12. Severability.  If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision, and the remainder of this Provision will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the dispute will be decided by a court.

13. Limitation of Liability:  UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE, OUR SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, INCLUDING OUR MESSAGING, BLOGS, COMMENTS OF OTHERS, BOOKS, EMAILS, PRODUCTS, PROGRAMS, OR SERVICES, OR THIRD-PARTY MATERIALS, PRODUCTS, OR SERVICES MADE AVAILABLE THROUGH THE SITE OR BY US IN ANY WAY, EVEN IF WE ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. (BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THE LIABILITY OF OUR SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.) YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER. IF YOU ARE DISSATISFIED WITH THE SITE, ANY MATERIALS, PRODUCTS, OR SERVICES ON THE SITE, OR WITH ANY OF THE SITE’S TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND THE PRODUCTS, SERVICES AND/OR MATERIALS.  THIS SITE IS CONTINUALLY UNDER DEVELOPMENT AND CAROLYN AND 144 GODCODE INCORPORATED MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE.

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THE INFORMATION, PRODUCTS AND SERVICES OFFERED ON OR THROUGH THE SITE, 144 MEMBERSHIP PORTAL, AND PRIVATE SESSIONS BY CAROLYN AND 144 GODCODE INCORPORATED AND ANY THIRD-PARTY SITES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SITE OR ANY OF ITS FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THIS SITE, OR THE SERVERS THAT MAKE IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

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WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR MATERIALS ON THIS SITE OR ON THIRD-PARTY SITES IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE.

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THIS SITE IS CONTINUALLY UNDER DEVELOPMENT AND 144 GODCODE INCORPORATED MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE.

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WITH REGARDS TO FINANCIAL CONTENT ON THE SITE, PROGRAMS, VIDEOS, ON ALL PLATFORMS INCLUDING YOUTUBE AND VIMEO, NEWSLETTER, 144 MEMBERSHIP PORTAL AND PRIVATE SESSONS:

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NEITHER 144 GODCODE INCORPORATED NOR ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS AND AGENTS ARE FINANCIAL ADVISERS AND NOTHING CONTAINED ON THE SITE IS INTENDED TO BE OR TO BE CONSTRUED AS FINANCIAL ADVICE.

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144 GODCODE INCORPORATED AND CAROLYN ARE NOT AN INVESTMENT ADVISORY SERVICE, IS NOT AN INVESTMENT ADVISER, AND DOES NOT PROVIDE PERSONALIZED FINANCIAL ADVICE OR ACT AS A FINANCIAL ADVISOR. 144 GODCODE INCORPORATED AND 144GODCODE.COM AND ALL CONTENT PROVIDED ON ALL PLATFORMS EXISTS FOR EDUCATIONAL PURPOSES ONLY, AND THE MATERIALS AND INFORMATION CONTAINED HEREIN ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY.

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THE EDUCATION AND INFORMATION PRESENTED HEREIN IS INTENDED FOR A GENERAL AUDIENCE AND DOES NOT PURPORT TO BE, NOR SHOULD IT BE CONSTRUED AS, SPECIFIC ADVICE TAILORED TO ANY INDIVIDUAL. YOU ARE ENCOURAGED TO DISCUSS ANY OPPORTUNITIES WITH YOUR ATTORNEY, ACCOUNTANT, FINANCIAL PROFESSIONAL OR OTHER PROFESSIONAL ADVISOR.

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You agree at all times to defend, indemnify and hold harmless 144 GODCODE INCORPORATED and Carolyn and its affiliates, their successors, transferees, assignees and licensees and their respective parent and subsidiary companies, agents, associates, officers, directors, shareholders and employees of each from and against any and all claims, causes of action, damages, liabilities, costs and expenses, including legal fees and expenses, arising out of or related to your breach of any obligation, warranty, representation or covenant set forth herein.

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Although it is highly unlikely, this policy may be changed at any time at our discretion. If we should update this policy, we will post the updates to this page on our Website.