Terms & Conditions for Northfolk, LLC

Last Updated on November 13, 2022

This website is owned by Northfolk, LLC

NOTICE:​ ​These​ ​Terms​ ​and​ ​Conditions​ ​of​ ​Use​ ​are​ ​legally​ ​binding.​ ​It​ ​is​ ​your responsibility​ ​to​ ​read​ ​these​ ​Terms​ ​and​ ​Conditions​ ​of​ ​Use​ ​carefully​ ​prior​ ​to​ ​purchase, use​ ​or​ ​access​ ​of​ ​any​ ​of​ ​our​ ​products,​ ​including​ ​online​ ​courses. By viewing this website or anything made available on or through this website, including but not limited to programs, products, templates, services, opt-ins, e-books, videos, webinars, blog posts, newsletters, e-mails, social media and/or other communication (collectively referred to as “website”), you are agreeing to accept all parts of these Terms & Conditions. Thus, if you do not agree to the Terms below, STOP now, and do not access or use this website.

This Agreement is between You (“Member”) and Northfolk LLC (“Company”)
(collectively the “Parties”), for the purpose of Member purchasing and participating in the Company’s membership program (the “Guest Pass”). This Agreement shall
become effective upon the date of the Member completing the checkout process.

1. Scope of *GUEST PASS* to The Vault Membership

As part of your Guest Pass to The Vault, Company shall provide the following to Member:

⬩ Limited Commercial Use License to  three (3)  signature templates of your choice.

2. Guest Pass Terms
After submitting your initial payment, Member will be given access to the Guest Pass materials via digital download.

Member understands and agrees that access to The Vault and it’s contents may NOT be shared with any third party, under any circumstances. The Member shall only have ONE license to access the Guest Pass and it’s materials.

In the event Company suspects that the Guest Pass assets are being shared or that Member has shared their log-in information with a third party, Company reserves the right to immediately terminate Member’s access to the Guest Pass in its sole discretion.

Member is granted an Un*limited Commercial license to all Northfolk share keys provided in the Guest Pass. Member is allowed to use assets for unlimited client projects performed and delivered by Member via a service (ie: custom design projects and template customizations).

When using any Vault assets, Member must build in Member’s dashboard and deliver one share key to clients. Loading multiple share keys to build directly in your client dashboard is a violation of our contract.

Member cannot, under any circumstance, use Northfolk assets to create end products for resale, with the exception of share keys within the Commercial Use section to include our Showit Canvas Kit (excluded from Guest Pass).

Member IS allowed to share access and materials with their individual team members for the sole purpose of supporting Member on client projects. For example, a Junior Designer on your team, assisting with template customizations. The Junior Designer CANNOT turn around and use Vault materials for their own business projects. Paying Vault Member is responsible for anyone on their team that they give access to. 

3. Membership Payment Plans

Due to the instant access to ALL assets, you are obligated to complete any payment plan regardless of membership activity. 

Member understands and agrees that the online payment processor used by Company will securely keep Member’s credit card information on file. Member hereby authorizes Company to charge its credit card on file automatically according to the terms set forth in this Agreement.

If any eligible payment methods Company has on file for Member are declined for a payment, Member shall provide a new eligible payment method within 10 business days, or Member will be immediately removed from The Vault and the account will be forwarded to our payment recovery department.

4. Refund Policy

Due to the digital nature of immediate asset delivery inside the Membership and through our Guest Pass, we have a very strict NO REFUND policy.

5. Term & Cancellation Policy

Upon the completion of the term, Member’s access to Mighty Networks will be removed. Please make sure to save any and all share keys prior to the end of your term. Member may continue using the assets they acquired during their Guest Pass while continuing to follow ALL terms and conditions outlined in this contract.

Due to the immediate access to all assets inside the Guest Pass, we have a very strict NO CANCELLATION policy on payment plans. All payment plans must be completed.

In the event Member breaches this Agreement or any of the Membership & Guest Pass rules and terms, the Member will be immediately removed from the Membership and payment plan balance will be immediately due in full. Member will have 10 days to complete payment on Guest Pass assets, or remaining balance will be forwarded to our payment recovery department.

Northfolk reserves the right to have all assets removed from Members Showit account shall they breach any terms of this contract. 

6. Personal Information

By purchasing a Guest Pass, Member will be asked to register with MightyNetworks to receive access to all materials. Member shall select a username and password and may be asked to provide further personal information. Member agrees to allow Company access to this personal information for all lawful purposes. Member is responsible for the accuracy of the identifying information, maintaining the safety and security of its identifying information, and updating Company on any changes to its identifying information.

The billing information provided to Company by Member will be kept secure and is subject to the
same confidentiality and accuracy requirements as Member’s identifying information indicated
above. Providing false or inaccurate information, or using the Guest Pass assets for fraud or unlawful activity, is grounds for immediate termination from our program and legal action.

7. Member Contributions

The Guest Pass does not include access to the Vault community at this time. 

Member grants Northfolk LLC a royalty-free, non-exclusive, worldwide license to copy, display, use, broadcast, transmit, and make derivative works of all Member Contributions.

8. Bonuses

Company may offer bonuses to incoming members via marketing and advertising. Member is entitled to any bonuses offered at the time of enrollment. Bonuses are not guaranteed to be available for the entire lifespan of the Membership or Guest Pass and vary depending on live and automated promotions throughout the year. Company reserves the right to change or alter bonuses and promotions in its sole discretion.

9. Copyright

All Membership & Guest Pass materials, documents, posts/comments/replies, emails, blogs, Northfolk / Showit share keys, paper documents, and any other work created by Company in relation to this Agreement is the exclusive and sole property of Company and are protected by United States Copyright Laws (USC Title 17). Member hereby agrees that Company’s Membership and accompanying content is owned by Northfolk LLC and is not to be used for purposes beyond the scope of this agreement.

Member is granted a single-use, non-exclusive, non-transferable, revocable license to ACCESS the Guest Pass and use commercially licensed assets within the scope of this agreement. Member is prohibited from sharing all copyrighted content, outside the scope of this agreement. Violations of this federal law will be subject to its civil and criminal penalties.

Option 1.
If a template from The Vault is used as a base and primary design (30% or MORE of the final design is from The Vault).

You must credit Northfolk per the standard Showit policies listed in A Designers Copyright Guide by Showit. 
Ex: ©Design by Northfolk, Customized by [Your Name]

Option 2.
The final design is primarily your creation (or another template from a third party) with only a few canvases pulled from our library. (LESS than 30% of the final design is from The Vault).

You have the option on whether you wish to credit Northfolk via a site credit page, on your final design.

Option 3. 
When using our Showit Canvas Kit for template building, member is not obligated to credit Northfolk in any way.

10. Communication

Sam and Rachel are available to provide program support during normal business hours: [Monday – Thursday 11am – 6pm EST and Friday 11am - 4pm EST], excluding holidays. Please private message inside membership or email to communicate with us directly. We will respond to Member on the required platform within [2] business days.

11. Service Location

Both Parties agree and understand that the Membership platform, Private Group, and additional services to be provided under this Agreement shall be performed virtually.

12. Confidentiality

Member shall not (i) disclose to any third party any details regarding the business of the Company, including, without limitation its Membership materials, Membership downloads, Membership outlines, coaching methods, customers, the prices it obtains, the prices at which it sells products and programs, its manner of operation, its plans, its Membership and coaching strategies, any of the Company’s trade secrets or any other information pertaining to the business of the Company (the “Confidential Information”), (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the Company, or (iii) use Confidential Information other than solely for the benefit of the Company.

13. Assumption of Risk Using Online Platform

Member agrees that its participation in the Membership is at its own risk. Company does not assume or accept responsibility for the security of Member’s account or content. Member agrees that its participation in the creation of an online account is at its own risk. In the event a breach of security has occurred, Company will notify Member pursuant to all laws and regulations.

14. Indemnification

Member hereby agrees to indemnify and hold harmless Company and its officers, directors, employees, consultants, contractors, and agents from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expenses and attorneys’ fees, as a result of any claim, demand, action or other legal proceeding by any third party to the extent such losses arise directly or indirectly out of activities performed by Company pursuant to this Agreement, except to the extent such losses result from the gross negligence or willful misconduct of Company.

15. Maximum Damages

The sole remedy for any actions or claims by Member shall be limited to a refund, the maximum amount not to exceed the total monies paid by Member under this Agreement.

16. Limitation of Liability

In no event shall Company be liable under this Agreement to Member or any other third party for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, arising out of, relating to, or in connection with any breach of this Agreement, regardless of (a) whether such damages were foreseeable, (b) whether or not Member was advised of such damages, and (c) the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based.

17. Force Majeure 

No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, but not limited to, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) a natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), epidemic, or pandemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities. The Impacted Party shall give Notice within [5] days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of [30] days following Notice given by it, the other Party may thereafter terminate this Agreement upon Notice. All payments made by Client up to the date of Notice of a Force Majeure Event are non-refundable.

If member is unable to complete their financial obligation due to legitimate events of force Majeure, they are legally obligated to discontinue use of ALL assets acquired within the Membership. Under such rare circumstances, member agrees to the manual removal of such assets from their Showit account by Showit support, for non-payment. 

18. Inability of Company to Continue Membership

In the event Company determines, in its sole discretion, that it cannot or will not perform its obligations under this Agreement due to circumstances including, but not limited to, injury, illness, death of family member, pregnancy, military orders, religious obligations, or other personal emergencies, it will:
Immediately give notice to Member;
Cancel all future payments of members continuing month-to-month.
No refund will be given for initial investment due to the immediate delivery of all assets upon entry into the Membership.

19. Professional Disclaimer

The Membership and additional services provided by Company according to this Agreement are for informational purposes only. Member acknowledges and agrees that any information posted in the Membership, Membership materials, or Facebook group is not intended to be legal advice, medical advice, financial advice, therapeutic advice, or other professional advice, and no fiduciary relationship has been created between Company and Member.

20. No Guarantees

Company does not make any guarantees as to the results, including financial or other personal gains, of any services provided. Company does not make any guarantees regarding participation in our Partnership program. Member agrees to take responsibility for Member’s own results.

21. Release & Reasonable Expectation
Member has spent a satisfactory amount of time reviewing Company’s business and has a reasonable expectation that Company’s services throughout the Membership program will produce different outcomes and results for each Member. Member understands and agrees that:

Every Member and final result is different.
Membership content is intended for a mass audience and that Company will use its best efforts to create favorable experiences to each Member depending on their business and personal needs, but that no 1-on-1 services are expected or guaranteed under this Agreement. 
Dissatisfaction with Company’s (or any of its agents’) independent judgment or coaching/mentoring style within the Membership and in accompanying online platforms are not valid reasons for termination of this Agreement or request of any monies returned.
Future design assets will be within the cohesive style of the Company or by Member request. Future assets are intended for a mass audience and dissatisfaction is not a valid reason for termination of this Agreement or request of any monies returned.

22. Spam Policy

Member is strictly prohibited from using the Membership and Membership materials for illegal spam activities, including, but not limited to, gathering contacts, email addresses, or other personal information from fellow Members and distributing such information to third parties or sending any mass commercial emails.

23. Warranty Disclaimer

Member agrees that its participation in the Membership and use of the Membership program is at its sole and exclusive risk, and that any services provided by Company are on an “as is” basis. Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to, the implied warrant of fitness for a particular purpose and the implied warrant of merchantability. Company makes no warranties that the Membership will meet your needs or that the Membership will be uninterrupted, error-free, or secure. 

25. Sales Tax

Should any sale and/or use tax be imposed on any part of this Agreement, such tax shall be collected from Member and remitted by Company. All sales tax will be included on invoices and/or the checkout process through the Company’s online payment platform.
26. Entire Agreement

This is a binding Agreement that incorporates the entire understanding of the Parties, supersedes any other written or oral agreements between the Parties, and any modifications must be in writing, signed by both Parties, and physically attached to the original agreement.
26. Venue and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Alaska including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. The Parties agree that any dispute or lawsuit arising out of, or concerning, this Agreement shall be resolved exclusively in a federal or state court of competent jurisdiction located in Matanuska-Susitna Borough, Alaska. The Parties assume responsibility for their own collection costs and legal fees incurred should enforcement of this Agreement should it become necessary.

27. Mediation and Arbitration

Any and all disputes or disagreements rising between the Parties out of this Agreement upon
which an amicable understanding cannot be reached, shall be decided first by mediation, and if mediation is unsuccessful, then arbitration in accordance with the procedural rules of the American Arbitration Association. The Parties agree to be bound by the decision of the arbitrator(s). The arbitration proceeding shall take place in Matanuska-Susitna Borough, Alaska, unless another location is mutually agreed to by the Parties. The cost and expenses of the arbitrators shall be shared equally by the Parties. Each party shall be responsible for its own costs and expenses in presenting the dispute for arbitration.

28. Transfer

This Agreement cannot be transferred or assigned to any third party by either the Company or Member without written consent of all Parties. 

29. Severability & No Waiver

In the event that any part of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable. Any failure by one or both Parties to enforce a provision of this Agreement shall not constitute a waiver of any other portion or provision of this Agreement.

30. Headings

Headings and titles are provided in this Agreement for convenience only and will not be construed as part of this Agreement.

31. Notice

Parties shall provide effective notice (“Notice”) to each other via email at the date and time which the Notice is sent: Company’s Email: info@northfolk.co; Designer’s Email: __________________________________.