Terms | Marissa's Thread

Purchase Agreement

This Purchase Agreement (the “Agreement”) constitutes a legally binding agreement between Marissa’s Thread, Inc. (“Marissa’s Thread”) and purchaser (“You” or “Your”). By signing the area stating that You have read and agree to the terms and conditions of this Agreement as part of Your purchase of Marissa’s Thread merchandise, courses, services, or offerings (the “Marissa’s Thread Products”). You agree and consent to be bound by the terms and conditions of this Agreement, including any modifications to this Agreement or additional policies incorporated by reference, Marissa’s Thread may make by notifying You or by posting a new Agreement online at www.marissasthread.com/terms. In the event You transfer Your ownership of any Marissa’s Thread Products, You shall ensure that any purchasers or assignees are bound by the terms of this Agreement. In addition to any other rights or remedies afforded Marissa’s Thread under or otherwise in connection with this Agreement, You agree and acknowledge that You have read and agree to comply with the following policies which are hereby incorporated by reference into, and made a part of, this Agreement: Sales Policy, Privacy Policy. These policies are available at marissasthread.com/terms, and will also be sent by mail or fax to You upon request.1. Merchandise Returns: No refunds will be issued.
Shipping and handling costs are non-refundable. If a product is found to be damaged or defective within ten (10) business days of the original purchase date, You may return it for a replacement.2. Course Refunds: After registering for a course, no refunds will be given.

Marissa’s Thread reserves the right to reverse any purchase, via refund, for any Marissa’s Thread Products or student.3. Substitutions: If You are unable to attend a course, You may substitute another person to
participate in Your place. To substitute, please submit written notification of the alternate attendee’s name, e-mail address, phone number, and mailing address to Marissa’s Thread via letter or e-mail at marissasthread@gmail.com. The substitute attendee must meet all course prerequisites prior to attending. You must substitute a course in its entirety. Once an attendee has begun a course, the
remaining sessions are not eligible for substitution. Marissa’s Thread reserves the right to deny any substitution at its sole discretion.

Transfers: Subject to section 5, if You are unable to attend a course, and do not wish to provide a substitute, You may transfer Your registration to an alternate date for the same course only. A
transfer fee may be required (see below). To request a transfer, please contact us by email at marissasthread@gmail.com. All courses become non-transferrable upon attendance of any course session by You or a substitute attendee. Should You not attend a course, You will have twelve (12) months to pay the transfer fee and transfer the registration to an alternate date for the same course. After this time, the registration will expire without refund and You will forfeit any monies paid. Registrations for Limited Enrollment courses are not eligible for transfer. Limited Enrollment courses is available in the Sales Policy found online at www.marissasthread.com/terms

	Transfer Fees
Within 3 business days of purchase	No transfer fee
3 business days after day of purchase	$35 per attendee per transfer
Course not attended	$75 per attendee per transfer

Complementary Registrationsare free registrations, including bonuses and gifts, granted to a course. Complementary Registrations are valid for the course date listed only, and are non-transferable. To redeem, please submit written notification of the attendee’s name, e-mail address, phone number, and mailing address to the office of Marissa’s Thread via e-mail to marissasthread@gmail.com. Complementary registrations are void if sold.
Age Restrictions:For all courses, attendees must be age 18 or older on or before the course start date.
All course dates, times, locations, content, and number of attendees are subject to change without refund.
Confirmation letters will be sent out via e-mail prior to the course starting. These letters have all of the information required for attendance. You must confirm Your attendance at least two (2) weeks prior to the course start date to guarantee Your seat. If You come to the course without confirming, You may be required to pay the transfer fee and transfer Your registration to an alternate date for the same course, at Marissa’s Thread’s sole discretion.

Sales Policy

This Sales Policy (the “Policy”) is part of, and incorporated within, the Marissa’s Thread Purchase Agreement. As a condition of purchasing
Marissa’s Thread, Inc. (“Marissa’s Thread”) merchandise, courses, services, or offerings (the “Marissa’s Thread Products”), purchaser (“You” or “Your”) expressly acknowledge that You have read and understand this Policy and You agree to be bound by its terms and conditions. If at any time You disagree with this Policy or any part of it, Your sole remedy is to cease access to all Marissa’s Thread Products. Please note, however, that any transaction which occurred prior to the date of such termination shall be governed and controlled in full by the terms of this Policy.1. “Limited Enrollment” courses currently include Women of Light, but are subject to change.2. Waiver of Liability, Assumption of Risk, Indemnity Agreement, and Photo & Video Release: Each student will be required to sign a Waiver of Liability, Assumption of Risk, Indemnity Agreement, and Photo & Video Release prior to entering the course classroom. This is not negotiable. To view the Release and Waiver of Liability, please visit our website at www.marissasthread.com/terms.

Payments: If any payment should default when the course start date is more than 30 days away, You will have seven (7) days from the date of default to rectify the situation. If any payment should default when the course start date is within 30 days or less, You will have two (2) days from the date of default to rectify the situation. After these time periods, if payment has not been made, any discounted pricing will be forfeited and full tuition rates will apply. Any Non-Sufficient Funds (NSF) will result in the maximum allowable insufficient funds fee (minimum of $20).
Intellectual Property Rights:

a.	You may not use Marissa’s Thread’s name, trademarks, service marks or any other Intellectual Property Right (collectively, “IP Rights”) of Marissa’s Thread in any manner whatsoever to suggest association or affiliation with or endorsement by Marissa’s Thread without the express prior written consent of Marissa’s Thread, which Marissa’s Thread may withhold at its sole discretion.
b.	You may not use or display Marissa’s Thread’s name in any manner to disparage Marissa’s Thread or Marissa’s Thread Products.
c.	Failure to comply with any restrictions imposed by Marissa’s Thread upon Your use of Marissa’s Thread‘s name or failure by You to immediately cease all use of Marissa’s Thread’s name if so instructed by Marissa’s Thread shall constitute a breach of this Agreement. In such case, Marissa’s Thread reserves the right to pursue any and all remedies available to it at law or in equity.
d.	Marissa’s Thread shall be and remain the sole owner of all right, title and interest in and to the Marissa’s Thread Products (including, without limitation, all IP Rights therein) and any other IP Rights, materials or other properties owned, licensed or controlled by Marissa’s Thread, and You hereby assign to Marissa’s Thread all right, title and interest You may be deemed to have therein. All rights not specifically granted to You under this Agreement are expressly reserved by Marissa’s Thread.

Confidentiality & Non-Disclosure Obligations:

In connection with this Agreement, Marissa’s Thread may disclose to You and/or You may otherwise receive or have access to sensitive, confidential, and/or proprietary information of Marissa’s Thread (collectively, “Confidential Information”), including, but not limited to (a) the identities of other Vendors or Students of Marissa’s Thread (collectively, “Marissa’s Thread Clients”); (b) physical and data security information; (c) technical data; and/or (d) know-how or business information relating to business processes, methods, or marketing strategies. Except as required to perform Your obligations under and in accordance with the terms of this Agreement, You shall not (i) disclose the Confidential Information to any Person, or (ii) use the Confidential Information (whether for Your own benefit or the benefit of any other Person), without the express prior written consent of Marissa’s Thread. You may not use any Confidential Information, including, but not limited to, for the purpose of soliciting, or to permit others to solicit, Marissa’s Thread Clients to subscribe to any other services or promote the sale of any products which compete, either directly or indirectly, with Marissa’s Thread or the Marissa’s Thread Products. You agree and acknowledge that Marissa’s Thread may be required to provide to governmental agencies or other third parties information in its possession regarding You or the business You conduct with Marissa’s Thread. If a dispute arises regarding Confidential Information, You agree not to use or disclose any Confidential Information until a court of competent jurisdiction makes a ruling.

Marissa’s Thread does not invite and cannot accept any ideas or information You consider to be confidential and/or proprietary. Except with respect to Your personally identifiable information , as expressly provided for in the Marissa’s Thread Privacy Policy, any suggestions, submissions, comments, ideas, concepts, know-how, techniques material or feedback conveyed, offered or transmitted by You to
Marissa’s Thread, or otherwise in connection with the Marissa’s Thread Products (collectively, the “Submissions”), shall be deemed to be
non-confidential and non-proprietary and Marissa’s Thread shall have no obligation of any kind with respect to such Submissions, unless otherwise expressly agreed to in a writing executed by You and a duly authorized officer of Marissa’s Thread. You hereby grant to
Marissa’s Thread and its licensees a worldwide, perpetual, non-exclusive, fully-paid, royalty-free, transferable right and license, with right to sublicense, to reproduce, publicly display, distribute, perform, transmit, edit, modify, create derivatives works of, publish, sell, commercially exploit, use, and disclose the Submissions for any purpose and in all forms and all media whether now known or to become known in the future. Marissa’s Thread shall have no obligation to compensate You for any such Submissions in any manner. You hereby represent and warrant that: (a) You own or otherwise have the right to grant the foregoing license to Marissa’s Thread with respect to Your Submissions; and (b) Your Submissions and any use thereof by Marissa’s Thread will not infringe or violate the rights of any Person. You are and shall remain solely responsible for the content of any Submissions You make and acknowledge that Marissa’s Thread is under no obligation to respond to or use any Submission You may provide.

Representations and Warranties: You represent, acknowledge and warrant that:

You, and/or Your Submissions, as applicable, do not and will not, directly or indirectly: (i) violate the right of privacy or publicity of any Person; (ii) contain any libelous, obscene, indecent or otherwise unlawful material; (iii) infringe any IP Rights in any jurisdiction or otherwise contravene any rights of any Person; (iv) violate any laws, FTC rules, regulations, guidelines, or industry standards; or (v) violate Marissa’s Thread’s Privacy Policy.

You may not: (i) frame, copy or mirror any content forming part of the Marissa’s Thread Products; (ii) reverse engineer the Marissa’s Thread or otherwise attempt to derive its source materials; (iii) access the Marissa’s Thread Products for the purpose of (A) building a competitive product or service, or (B) copy any features, functions or graphics of the Marissa’s Thread Products; (iv) interfere with or disrupt the Marissa’s Thread Products or any data contained therein; (v) attempt to gain unauthorized access to the Marissa’s Thread Products, its related systems or networks; or (vi) use the Marissa’s Thread Products for any unlawful purpose or in violation of the rights of any Person.

Indemnification:To the fullest extent permitted by Law, You agree that

In the event a third party makes any demand or complaint, or commences any action or files any claim whatsoever (“Claim”) in connection with Your use of the Marissa’s Thread Products, You shall defend, indemnify, and hold harmless Marissa’s Thread, its related parties and affiliates, and its officers, directors, employees, representatives, agents, licensors, attorneys, heirs, successors, and assignees (the “Marissa’s Thread Parties”), from and against, including, but not limited to, any and all damages, liabilities, claims or costs (including the costs of investigation, defense, reasonable attorneys’ fees and costs) (“Losses”) incurred by any Marissa’s Thread Party as a result of such Claim, regardless of whether such Losses are direct, incidental, consequential, punitive or statutory.

Both parties agree that upon receipt of a notice of claim, the party receiving such notice will notify the other party promptly. You agree, at Your own expense, to provide attorneys to defend against any actions brought or filed against the Marissa’s Thread Parties with respect to the subject of the indemnity contained herein, whether such claims or actions are rightfully brought or filed, and You agrees to cooperate with Marissa’s Thread in the defense of such claim or action including, but not limited to: (i) any settlement which would impose a
non-monetary obligation on and/or admission or finding of liability or wrongdoing by Marissa’s Thread will require Marissa’s Thread’s prior written consent; (ii) the failure to provide timely notice, control, or assistance shall not relieve You of Your indemnification obligations; and (iii) Marissa’s Thread may have its own counsel present at and participating in all proceedings or negotiations relating to a Claim, at Your expense.

LIMITATION OF LIABILITY:IN NO EVENT SHALL ANY MARISSA’S THREAD PARTY, OR ITS HEIRS, SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH THIS AGREEMENT AND/OR ANY (A) USE OF OR INABILITY TO USE THE MARISSA’S THREAD PRODUCTS, (B) PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES OF ANY KIND, RESULTING FROM YOUR ACCESS TO AND/OR USE OF THE MARISSA’S THREAD PRODUCTS, (C) UNAUTHORIZED ACCESS TO OR USE OF ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE MARISSA’S THREAD PRODUCTS, AND/OR (E) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE MARISSA’S THREAD PRODUCTS, WHETHER OR NOT MARISSA’S THREAD IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE MAXIMUM CUMULATIVE AND AGGREGATE LIABILITY OF MARISSA’S THREAD FOR ALL COSTS, LOSSES OR DAMAGES FROM CLAIMS ARISING UNDER OR RELATED IN ANY WAY TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE PURCHAE PRICE OF THE PRODUCT. THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE MARISSA’S THREAD PRODUCTS, AND ANY PRODUCTS OR INFORMATION OFFERED THROUGH THE MARISSA’S THREAD PRODUCTS, WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND YOU AGREE THAT THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SPECIFIED HEREIN WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, YOU AGREE THAT THE LIABILITY OF MARISSA’S THREAD SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION.
No Guarantee of Validity:Marissa’s Thread does not endorse, approve, or certify any information provided in or through the Marissa’s Thread Products, nor does it guarantee the accuracy, completeness, efficacy, timeliness, or correct sequencing of such information. Information provided on or through the Marissa’s Thread Products may or may not be current as of the date of Your access, and Marissa’s Thread has no duty to update and maintain such information. Additionally, the information provided on or through the Marissa’s Thread Products may be changed periodically without prior notice. All content provided on or through the Marissa’s Thread Products is provided “AS IS.” Use of such information is voluntary, and reliance on it should only be undertaken after an independent review of its accuracy, completeness, efficacy, and timeliness.
No Professional Advice:Marissa’s Thread provides professional information (for example, financial or compliance) for informational purposes only, which should not be construed as legal or accounting advice. You should seek independent professional advice from a person who is licensed and/or knowledgeable in the applicable area before acting upon any information, fact or opinion provided on or through the Marissa’s Thread Products. You understand that Marissa’s Thread employees, representatives, and/or agents do not provide advice pursuant to the authority of professional certifications or licenses and You will not treat information provided by our employees, representatives, and/or agents as such. You further understand that by receiving information, facts or opinions on or through the Marissa’s Thread Products, You are not entering into a relationship with Marissa’s Thread or its employees, representatives and/or agents that entitles You to client privileges that may be associated with any professional certifications or licenses.
DISCLAIMER: YOU ASSUME ALL RISK AND RESPONSIBILITY FOR YOUR DECISION TO USE THE MARISSA’S THREAD PRODUCTS. THE MARISSA’S THREAD PRODUCTS AND ALL RELATED PRODUCTS ARE OFFERED “AS IS” AND MARISSA’S THREAD DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER
MARISSA’S THREAD NOR ITS RELATED PARTIES AND AFFILIATES ENDORSE OR ARE RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY INFORMATION, FACT OR OPINION PROVIDED ON OR THROUGH THE MARISSA’S THREAD PRODUCTS.
General Terms and Conditions:

a.	Governing Law; Dispute Resolution, Attorneys’ Fees. You agree that Utah law will govern this Agreement and that any action, suit, proceeding, or claim arising out of or related to this Agreement must be brought exclusively in federal or state courts located in Utah. You hereby submit to the in personam jurisdiction and venue of such courts and waive any objection based on inconvenient forum. You agree to indemnify Marissa’s Thread for all of its reasonable attorneys’ fees and costs incurred as a result of any action, suit, proceeding or claim brought by You or Marissa’s Thread in which Marissa’s Thread is found to be the prevailing party. YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING UNDER OR IN RELATION TO THIS AGREEMENT.
b.	English is Governing Language. This Agreement is in English and all disputes between the parties shall be resolved in English. You understand and acknowledge that any foreign language products provided by Marissa’s Thread are for informational purposes only and it is Your obligation to obtain independent legal advice at Your own expense to ensure You understand the terms of this Agreement.
c.	Our Relationship. This Agreement does not create any relationship of principal and agent, partners, joint ventures, employer and employee, fiduciary or similar relationship between the parties. You are prohibited from making any promise, warranty or representation on behalf of Marissa’s Thread or obligating Marissa’s Thread in any way. You may not represent to any person that You are the agent of Marissa’s Thread, or are authorized to act on its behalf.
d.	Assignment. Marissa’s Thread may freely assign or transfer any or all of the rights and obligations described in this Agreement. You may not assign this Agreement or any of Your rights and duties hereunder without the prior consent of Marissa’s Thread. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
e.	Severability. If any provision of this Agreement is determined by a court to be unenforceable or invalid, the validity of the remaining parts, terms or provisions shall not be affected by that determination, and such court shall substitute a provision that is legal and enforceable and is as close to the intentions underlying the original provision as possible.
f.	Publicity. You may not issue or make any publicity release (including press releases and advertising or solicitation materials) or other public statement: (i) relating to this Agreement; (ii) using Marissa’s Thread’s name or referencing the Marissa’s Thread Products; or (iii) suggesting or implying any endorsement by Marissa’s Thread of You and/or any Products without the prior written approval of Marissa’s Thread, which Marissa’s Thread may withhold in its sole discretion.
g.	Entire Agreement; Amendment. This Agreement constitutes the complete and exclusive agreement between the parties relating to the subject matter hereof. It supersedes all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this subject matter. Marissa’s Thread reserves the right to amend this Agreement at any time. When Marissa’s Thread amends this Agreement, Marissa’s Thread shall make reasonable efforts to provide You with general, not specific, notice of such changes by posting a conspicuous announcement at www. Marissasthread.com/terms that such changes or amendments have occurred and identifying which particular provisions have changed. Such announcement shall be maintained for no less than 30 days following the effective date of such amendment. Your continued use of the Marissa’s Thread Products, following the posting of such amendment will signify and be deemed Your assent to and acceptance of the revised Agreement. You agree that You have the burden to review periodically www. Marissasthread.com/terms to inform Yourself of any such changes.
h.	Waiver. The waiver or failure by Marissa’s Thread to exercise any right provided for herein will not be deemed a waiver of any further right hereunder. The rights and remedies of Marissa’s Thread set forth in this Agreement are cumulative and are in addition to any rights or remedies Marissa’s Thread may otherwise have at law or equity, except with respect to any sole and exclusive remedies expressly provided for herein.
i.	Equitable Actions. You acknowledge and agree that any breach or threatened breach of this Agreement may cause immediate and irreparable harm to Marissa’s Thread which would not be adequately compensated by monetary damages and that Marissa’s Thread may seek injunctive relief, specific performance, and/or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond or other security. Notwithstanding any other provision of this Agreement, any such relief may be sought in the state or federal courts of the State of Utah or any other court of competent jurisdiction anywhere in the world (at Marissa’s Thread’s sole discretion), and You hereby consent to the jurisdiction of any such court and waive any objection to venue laid therein. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.
j.	Force Majeure. Marissa’s Thread shall not be responsible for delays or failures in performance resulting from acts of God, strikes, lockouts, riots, acts of war and terrorism, embargoes, boycotts, changes in governmental regulations, epidemics, fire, communication line failures, power failures, earthquakes, other disasters or any other reason where failure to perform is beyond the control of, and not caused by, the non-performing party.
k.	Notices. Any notice, request, approval, authorization, consent, demand or other communication required or permitted pursuant to this Agreement shall be in writing and shall be deemed given on the earliest of: (i) actual receipt, irrespective of the method of delivery; (ii) the time of transmission from Marissa’s Thread if sent via email, as date stamped by Marissa’s Thread’s systems; (iii) on the delivery day following dispatch if sent by express mail (or similar next day air courier service); or (iv) on the sixth (6th) day after mailing by registered or certified United States mail, return receipt requested, postage prepaid and addressed to the last address provided by a party.
l.	Headings/Interpretation. The section headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.
m.	Survival. Sections 4, 5, 6, 7, 8, 9, 10, 11, and 12 shall survive termination of this Agreement