SPRUILL COLLECTIVE LLC

Online Course Terms of Use Agreement and Liability Disclaimer

This online course and its videos, documents and other associated content (hereinafter inclusively referred to as “Course”) has been produced by Spruill Collective LLC. When you purchase our Course(s), you agree to this Terms of Use and Liability Waiver.

All sales are final for online courses. No refunds are issued for online courses once a sale is completed.

The information in our Course is for educational purposes only and is not intended to provide a substitute for professional legal or financial advice. The Spruill Collective LLC courses are intended for individuals or business professionals interested in learning more about the regulated cannabis industry. However, we make no representations, guarantees or warranties that the information provided will assure business success in your particular area of interest. This course should primarily be used to acquire basic and foundational knowledge about the regulated cannabis industry and should by no means be considered a complete or exhaustive representation of overall industry standards and/or best practices.  It should also be understood that at the time of this posting, cannabis is still considered to be a federally illegal substance, partaking of which remains liable at the level of federal prosecution.

By purchasing this Course and embarking on business opportunities in the regulated industry, you are assuming the risk(s) that come as a result of your decisions and agree to indemnify Spruill Collective LLC and its employees, partners, associates, affiliates and the like from any responsibility associated with that risk.

By purchasing this Course, Spruill Cannabis Collective grants you a nonexclusive, nontransferable, revocable license to access and use our Course and any associated materials solely for your own personal and non-commercial use. Our Course is protected under United States and foreign copyrights. The copying, redistribution, use or publication by you of any of the content within our Course is strictly prohibited. Your purchase of our Course does not grant you any ownership rights to the Course or its materials and any breach in the terms of this agreement may result in immediate termination of your access to the Course and possible subsequent legal actions.

Our Course may contain references or links to materials from third-parties. Reference to any third-party products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

Our Course is intended solely for Users who are at least age 18 years of age or older. Any use of or access to our Course by anyone under such, is unauthorized, unlicensed and in violation of these Terms of Use. By purchasing our Course, you represent and warrant that you are 18 years or older and that you agree to and to abide by all of the terms and conditions of this Agreement. Spruill Collective LLC has sole right and discretion to determine whether to sell our Course to any individual and may reject a purchase by any individual with or without explanation.

We will respond quickly to claims of copyright infringement as found in our Course, according to the terms of the Digital Millennium Copyright Act of 1998 (DMCA) as found under United States law (17 USC. § 512). If you believe any copyrights are infringed by our Course, please provide us with a written notice via mail, fax, or email that contains the following information:

(1) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

(2) A description of the copyrighted work that you claim has been infringed;

(3) A description of where the material that you claim is infringing is located on our Website;

(4) Your address, telephone number, and email address;

(5) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

(6) A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

We are only required to respond to those notices that substantially comply with the above requirements. We will investigate your claim and will notify by the method of contact you used to file your notice with us.

When you complete the purchase process, you will be prompted to create the username and password on the Thinkific Labs, Inc. platform that will allow you to access our Content. You agree to maintain the confidentiality of your username and password and are fully responsible for all liability and damages resulting from your failure to maintain that confidentiality and all activities that occur through the use of your username and password. You agree to immediately notify us of any unauthorized use of your username and password or any other breach of security.

THE CONTENT PROVIDED IN OUR COURSE IS PROVIDED “AS IS,” “AS AVAILABLE,” WITH “ALL FAULTS”, AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY FOR A PARTICULAR PURPOSE). SPRUILL COLLECTIVE LLC, INCLUDING ALL OUR AFFILIATES, HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF OUR ONLINE COURSE OR CONTENT.  SPRUILL COLLECTIVE LLC CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF OUR ONLINCE COURSE OR CONTENT. SPRUILL COLLECTIVE LLC DOES NOT REPRESENT OR WARRANT THAT OUR CONTENT OR OUR SERVICES FOUND WITHIN ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. THEREFORE, YOU SHOULD UNDERSTAND ALL ASSOCIATED RISKS AND UTILIZE CAUTION IN THE USE, DOWNLOAD AND IMPLEMENTATION OF ANY SUCH CONTENT. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES SOMEHOW ATTRIBUTED TO OUR CONTENT AND SERVICES IS DISCLAIMED. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT THROUGH THIS WEBSITE OR SERVICE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.

IN NO EVENT WILL SPRUILL COLLECTIVE LLC OR ITS CORPORATIONS, EMPLOYEES, CONTRACTORS, VENDORS, AFFILIATES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM YOUR USE OR MISUSE OF THIS COURSE CONTENT OR ASSOCIATED MATERIALS, WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT, NEGLIGENCE, EQUITY, STATUTE OR BY WAY OF ANY OTHER LEGAL THEORY REGARDLESS OF WHETHER SUCH DAMAGES COULD HAVE BEEN FORESEEN. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SPRUILL COLLECTIVE LLC’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO ACCESS THE COURSE CONTENT WE PROVIDED PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

This Terms of Service Agreement shall be governed and construed in accordance with applicable federal law and the substantive laws of the District of Columbia without giving effect to the principles of conflict of laws. Any cause of action by you with respect to our Website or Content must be instituted within one (1) year after the cause of action arose or be forever waived and barred. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect.

To the extent that any Content is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under this Agreement shall survive any termination of this Agreement.