TERMS AND CONDITIONS - TERMS OF USE
Sophia Spallino LLC, Legacy The Agency LLC and/or its affiliates (“collectively, SS LLC”) provide website features access to third party products and services to you when you visit or shop at https://sophiaspallino.com, https://legacytheagency.com, or their subdomains, use SS LLC products or services, use SS LLC applications for mobile, or use software provided by SS LLC in connection with any of the foregoing (collectively, “SS LLC Services”). SS LLC provides these services subject to the following conditions.
Agreeing to These Terms & Conditions
We offer a range of services depending on your needs. Individuals come to our websites to both post and purchase content. A majority of these Terms and Conditions will apply to both individuals and suppliers. In some cases, the responsibilities of individuals purchasing content and suppliers providing content vary. If these Terms and Conditions are inconsistent with specific Service Terms, those Service Terms will apply.
IMPORTANT – PLEASE CAREFULLY READ AND UNDERSTAND THESE TERMS AND CONDITIONS OF USE & SALE (THESE “TERMS”) BEFORE ACCESSING, USING, OR SUBSCRIBING OR PLACING AN ORDER OVER HTTPS://SOPHIASPALLINO.COM, HTTPS://LEGACYTHEAGENCY.COM, OR THEIR SUBDOMAINS, OR OTHER OF OUR SITES OR ONLINE RESOURCES WHICH LINK TO THESE TERMS.
THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITIES INCLUDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT WAIVE YOUR RIGHT TO A COURT HEARING, RIGHT TO A JURY TRIAL, AND RIGHT TO PARTICIPATE IN A CLASS ACTION (SEE SECTIONS 10, 14, 15, AND 16). ARBITRATION IS MANDATORY AND IS THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES UNLESS SPECIFIED BELOW IN SECTION 16. THESE TERMS FORM AN ESSENTIAL BASIS OF OUR AGREEMENT.
General Use
The use of https://sophiaspallino.com, https://legacytheagency.com, or other sites or online resources to which these Terms are linked (each, a “Website”), owned and maintained by Sophia Spallino LLC and Legacy The Agency respectively (“SS LLC”, “we,” “our,” “us”), are governed by these Terms. We offer the Website, including all information, tools, and services available from the Website to you, the user, conditioned upon your acceptance of all terms and conditions stated herein. By accessing, using, subscribing, or placing an order over the Website, you and your business (including any sub users you may have) agree to the terms and conditions set forth herein. If you do not agree to these Terms in their entirety, you are not authorized to use the Website in any manner or form whatsoever.
THIS IS A BINDING AGREEMENT. THESE TERMS TOGETHER WITH OUR PRIVACY STATEMENT FORM A LEGALLY BINDING AGREEMENT (THE “AGREEMENT”) BETWEEN YOU AND YOUR BUSINESS (“YOU”) AND SOPHIA SPALLINO LLC AND/OR LEGACY THE AGENCY LLC, WHICHEVER IS APPLICABLE. THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE WEBSITE AND THE SERVICES PROVIDED BY SOPHIA SPALLINO LLC AND LEGACY THE AGENCY, WHICHEVER IS APPLICABLE, ANY ORDER YOU PLACE THROUGH THE WEBSITE, BY TELEPHONE, BY VIDEO CONFERENCE OR OTHER ACCEPTED METHOD OF PURCHASE AND, AS APPLICABLE, YOUR USE OR ATTEMPTED USE OF THE PRODUCTS OR SERVICES OFFERED ON OR AVAILABLE THROUGH THE WEBSITE. PLEASE PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS.
Sophia Spallino LLC and/or Legacy The Agency LLC reserves the right to update and change, from time to time, these Terms and all documents incorporated by reference by posting updates and/or changes to our Website. It is your responsibility to check this page periodically for changes. You can find the most recent version of these Terms here. Use of the Website after such changes constitutes acceptance of such changes. Any new features or tools which are added to the current Website shall also be subject to the Terms.
Table of Contents
Section 1 - Website Use
Section 2 - Website User Conduct and Restrictions-License Terms
Section 3 - Our Privacy Statement and Your Personal Information
Section 4 - Information You Provide; Registration; Passwords; Prohibition Against Hosting Third-Party Agency Accounts
Section 5 - Order Placement and Acceptance
Section 6 - Refunds
Section 7 - Subscription Terms and Automatic Payment
Section 8 - Shipping Fees
Section 9 - Products, Services, and Prices Available on the Website
Section 9A - Coaching Offers
Section 10 - Disclaimer – your individual results will vary
Section 10A - Disclaimer - use of Artificial Intelligence (AI)
Section 11 - Your Responsibilities Running A Business
Section 12 - Testimonials, reviews, and pictures/videos
Section 12A - Non-Solicitation and Non-Circumvention
Section 13 - Compliance with the law, including commitment against harassment and interference with others
Section 14 - Disclaimers of other warranties
Section 15 - Limitations of liabilities
Section 16 - Dispute resolution by mandatory binding arbitration and class action waiver
Section 17 - Sophia Spallino LLC and/or Legacy The Agency LLCs Additional Remedies
Section 18 - Indemnification
Section 19 - Notice and Takedown Procedures; Copyright Agents
Section 20 - Third-Party Links
Section 21 - Termination
Section 22 - No Waiver
Section 23 - Governing Law and Venue
Section 24 - Force Majeure
Section 25 - Assignment
Section 26 - Electronic Signature
Section 27 - Changes to the Agreement
Section 28 - Your Additional Representations and Warranties
Section 29 - Severability
Section 30 - Entire Agreement
Section 31 - Contacting Us
SECTION 1 – Website Use
The Website is intended for businesses operated by adults. If you use the Website, you are affirming that you are at least 18 years old or the legal age of majority in your state or province of residence (whichever is greater), operate a business, have the legal capacity to enter into a binding contract with us, and have read this Agreement and understand and agree to its terms.
SECTION 2 – Website User Conduct and Restrictions-License Terms
All aspects of our Website are protected by U.S. and international copyright, trademark, and other intellectual property laws, including all content, information, design elements, text material, logos, taglines, metatags, hashtags, photographic images, testimonials, personal stories, icons, video and audio clips, and downloads. No material on the Website may be copied, reproduced, distributed, republished, uploaded, displayed, posted, or transmitted in any way whatsoever. The Sophia Spallino LLC and/or Legacy The Agency LLC trademark and logo are proprietary marks of Sophia Spallino LLC and/or Legacy The Agency LLC, and the use of those marks is strictly prohibited. Nothing herein gives you the right to use, copy, register as a domain name, reproduce, or otherwise display any logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade secret, or confidential information owned by Sophia Spallino LLC and/or Legacy The Agency LLC.
Subject to your continued strict compliance with all Terms, Sophia Spallino LLC and/or Legacy The Agency LLC provides to you a revocable, limited, non-exclusive, royalty-free, non-sublicensable, non-transferrable license to use the Website. You acknowledge and agree that you do not acquire any ownership rights in any material protected by intellectual property laws.
If you purchase a subscription to Sophia Spallino LLC and/or Legacy The Agency LLC’s online materials, Sophia Spallino LLC and/or Legacy The Agency LLC provides to you a revocable, limited, non-exclusive, non-sublicensable, non-transferrable license to use the software. You acknowledge and agree that: (1) the software is copyrighted material under United States and international copyright laws that is exclusively owned by Sophia Spallino LLC and/or Legacy The Agency LLC; (2) you do not acquire any ownership rights in the software; (3) you may not modify, publish, transmit, participate in the transfer or sale, or create derivative works from the content of the software; (4) except as otherwise expressly permitted under copyright law, you may not copy, redistribute, publish, display or commercially exploit any material from the software without the express written permission of Sophia Spallino LLC and/or Legacy The Agency LLC; and (5) in the event of any permitted copying (e.g., from the Website to your computer system), no changes in or deletion of author attribution, trademark, legend or copyright notice shall be made.
You agree not to use or attempt to use the Website, or any software provided by Sophia Spallino LLC and/or Legacy The Agency LLC, whether alone, or in conjunction with other software or hardware, in any unlawful manner or a manner harmful to Sophia Spallino LLC and/or Legacy The Agency LLC. You further agree not to commit any harmful or unlawful act or attempt to commit any harmful or unlawful act on or through the Website or through use of any software or hardware including, but not limited to, refraining from:
HARMFUL ACTS. Any dishonest or unethical practice; any violation of the law; infliction of harm to Sophia Spallino LLC and/or Legacy The Agency LLC reputation; hacking and other digital or physical attacks on the Website; scraping, crawling, downloading, screen-grabbing, or otherwise copying content on the Website and/or transmitting it in any way we haven’t specifically permitted; introducing, transmitting, or storing viruses or other malicious code; interfering with the security or operation of the Website; framing or mirroring the Website; creating, benchmarking, or gathering intelligence for a competitive offering; infringing another party’s intellectual property rights, including failing to obtain permission to upload/transfer/display works of authorship; intercepting or expropriating data; and the violation of the rights of Sophia Spallino LLC and/or Legacy The Agency LLC or any third party;
“SPAMMING” AND UNSOLICITED COMMUNICATIONS. We have zero tolerance for spam and unsolicited communications. Any communications sent or authorized by you reasonably deemed “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third-party blogs) will be deemed a material threat to Sophia Spallino LLC and/or Legacy The Agency LLC reputation and to the rights of third parties. It is your obligation, exclusively, to ensure that all business communications comply with state and local anti-spamming or analogous laws.
OFFENSIVE COMMUNICATIONS. Any communication sent, posted, or authorized by you, including without limitation postings on any website operated by you, or social media or blog, which are: sexually explicit, obscene, vulgar, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; or solicitous of unlawful behavior.
SENSITIVE INFORMATION. You will not import, or incorporate into, any contact lists or other content you upload to any website, software, or other electronic service hosted, provided by or connected to Sophia Spallino LLC and/or Legacy The Agency LLC, any of the following information: social security numbers, national insurance numbers, credit card data, passwords, security credentials, bank account numbers, or sensitive personal, health or financial information of any kind.
SECTION 3 – Our Privacy Statement and Your Personal Information
We respect your privacy and the use and protection of your non-public, personal information. Your submission of personal information through the Website is governed by our Privacy Statement and, if you and/or your end users are located in the European Union or United Kingdom. Our Privacy Statement may be viewed here. Sophia Spallino LLC and/or Legacy The Agency LLC reserves the right to modify its Privacy Statement and DPA in its reasonable discretion from time-to-time. Our Privacy Statement is incorporated into this Agreement by reference.
SECTION 4 – Information You Provide; Registration; Passwords
As a Sophia Spallino LLC and/or Legacy The Agency LLC user, you will be required to create an account with Sophia Spallino LLC and/or Legacy The Agency LLC. You warrant that the information you provide us is truthful and accurate, and that you are not impersonating another person. You are responsible for maintaining the confidentiality of any password you may use to access your Sophia Spallino LLC and/or Legacy The Agency LLC user account, and you agree not to transfer your password or username or lend or otherwise transfer your use of or access to your user account, to any third party. You are fully responsible for all transactions with, and information conveyed to you as Sophia Spallino LLC and/or Legacy The Agency LLC Subscriber/User, including technical information, pricing, business strategy, and data about other past or current Sophia Spallino LLC and/or Legacy The Agency LLC users or their customers.
SECTION 5 – Order Placement and Acceptance
If you order a service or product, payment must be received by us before your order is accepted. We may require additional information regarding your order if any required information was missing or inaccurate and may cancel or limit an order any time after it has been placed. Your electronic order confirmation, or any form of confirmation, does not signify our acceptance of your order. You must contact us immediately at support@sophiaspallino.com in order to modify or cancel your pending order. We cannot guarantee that we will be able to amend your order in accordance with your instructions.
All items are subject to availability. We will notify you if any item is not available, the expected availability date, and may offer you an alternative product or service. If the availability of any product or service is delayed and you do not wish to substitute the product or service, upon your request, we will cancel your order and if previously charged, your payment card will be fully refunded for that specific order. We reserve the right to limit the sales of our products and services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis at our sole and exclusive discretion.
Your purchase order of products and other services is conditioned on you re-affirming your acceptance of this Agreement.
All advertised prices are in, and all payments shall be in, U.S. Dollars.
SECTION 6 – Refunds
Sophia Spallino LLC and/or Legacy The Agency LLC has no refund or exchange policy unless explicitly stated.
Intangible online items are not refundable unless explicity stated. As our service are digital products, it is deemed “used” after being emailed, downloaded and/or opened.
If you are not happy with our services, your only recourse is to unsubscribe from using the services or if your contract explicitly states a money-back refund then you can email: support@sophiaspallino.com for next steps.
If you choose to stop using our services before the end of your billing cycle, you understand and accept that we will not be able to offer a refund, whether partially or in full, for the remaining part of your cycle.
For the sake of emphasis, we do not provide refunds, credit, or prorated billing for any canceled subscription, unless explicitly stated.
If you wish to cancel your subscription, please email: support@sophiaspallino.com. You must complete a cancellation survey form prior to having your subscription cancelled, failure to submit your survey in a timely manner may result in you being liable for the next billing cycle. Once your survey has been received, we will begin to process your cancellation request.
SECTION 7 – Subscription Terms and Automatic Payments
A Sophia Spallino LLC and/or Legacy The Agency LLC user is responsible for paying all sums due to Sophia Spallino LLC and/or Legacy The Agency LLC in connection with their monthly subscription in accordance with these Terms. The first fee payable in accordance with these Terms is due when the user account is set up and payment of the monthly fee is a condition of access, or after your free trial ends and you have not canceled the automatic subscription with us. Every calendar month, your account will be charged the subscription fee plus applicable tax for the following month’s subscription, together with any other fees for the following month’s subscription plus any accumulated charges for the past period (collectively “Fees”).
Failure by the Sophia Spallino LLC and/or Legacy The Agency LLC user to use any of the services available through the service provided by Sophia Spallino LLC and/or Legacy The Agency LLC does not relieve the Sophia Spallino LLC and/or Legacy The Agency LLC user of their payment obligations under these Terms. Potential users can pay by credit card or debit card. Payment details shall be collected by us through our secure financial data collection mechanism. You acknowledge and agree that we hold data relating to the transaction, including the last four digits and the expiration date of the card used to purchase the products or services together with details on when payment is due.
You further acknowledge and agree that payments are due on a recurring basis in accordance with the payment terms for the specific service purchased (unless the subscription is cancelled in accordance with these Terms) and therefore authorize the automatic payment collection terms applicable to that specific service (e.g., on a monthly basis and for a specific amount).
IF YOU WISH TO CANCEL YOUR Sophia Spallino LLC and/or Legacy The Agency LLC SUBSCRIPTION (INCLUDING SUBSCRIPTIONS FOR SERVICES) AT ANY TIME AFTER A FREE TRIAL OR DISCOUNTED PERIOD ENDS, YOU MUST SUBMIT A CANCELLATION REQUEST TO US VIA OUR SUPPORT EMAIL ADDRESS SUPPORT@SOPHIASPALLINO.COM. FOR MONTHLY SUBSCRIPTIONS (INCLUDING SUBSCRIPTIONS FOR SERVICES), WE REQUIRE AT LEAST TEN (10) DAYS’ NOTICE OF CANCELLATION BY EMAIL BEFORE YOUR NEXT SUBSCRIPTION PAYMENT.
Sophia Spallino LLC and/or Legacy The Agency LLC reserves the right to immediately terminate a user’s account and/or service for any unpaid (in whole or part) period of the subscription (with or without notice). Termination of service in no way relieves or excuses the user from any obligation to pay outstanding charges or expenses. In the event Sophia Spallino LLC and/or Legacy The Agency LLC starts collection processes of any type, you will be liable for all collection costs, including legal fees and expenses, as provided in Section 18 below. In addition to any Fees, Sophia Spallino LLC and/or Legacy The Agency LLC may also charge applicable value added or other tax.
SECTION 8 – Shipping Fees
Unless otherwise stated on the Website at the time of purchase, if we ship you a physical product, we reserve the right to add applicable shipping and handling fees to your order. Unless otherwise stated, we will use commercially reasonable efforts to fulfill your order within a reasonable time after receipt of your properly completed and verified order. Accurate shipping address and phone number information is required. Although we may provide delivery or shipment timeframes or dates, such dates are good-faith estimates and are subject to change. If your order will be delayed, we will contact you at the e-mail address you provided when placing your order. If we are unable to contact you or you would like to cancel your order, we will cancel the order and refund the full amount charged. We shall not be liable for any loss, damage, cost, or expense related to any delay in shipment or delivery caused by any third-party carrier or other delivery service not owned or controlled by us. The risk of loss and title for such items pass to you upon our delivery to any third-party carrier.
SECTION 9 – Products, Services, and Prices
Products, services, and prices are generally posted at the following URL, but are subject to change: www.Sophia Spallino LLC and/or Legacy The Agency LLC. Sophia Spallino LLC and/or Legacy The Agency LLC reserves the right, without notice, to discontinue products or services or modify specifications and prices on products and services without incurring any obligation to you. Except as otherwise expressly provided for in these Terms, any price changes to your subscription or purchase of product(s) or services will take effect following email notice to you.
Price changes are effective on the first day of the month after the price change is posted. By accessing, using, subscribing or placing an order over the Website, you authorize Sophia Spallino LLC and/or Legacy The Agency LLC to charge your account in the amount indicated for the value of the services you select, including any future price changes. If you request a downgrade in services, the downgrade (and corresponding price reduction) will become effective on the first day of the month following your requested downgrade. By your continued use of Sophia Spallino LLC and/or Legacy The Agency LLC services, and unless you terminate your subscription as provided herein, you agree that Sophia Spallino LLC and/or Legacy The Agency LLC may charge your credit card monthly for the products and services you have selected, and you consent to any price changes for such services after e-mail notice has been provided to you.
Sophia Spallino LLC and/or Legacy The Agency LLC takes reasonable steps to ensure that the prices set forth on the Website are correct, and to accurately describe and display the items available on the Website. If the correct price of our product is higher than its stated price, we will, at our discretion, either contact you for instructions or cancel your order and notify you of such cancellation.
When ordering products or services, please note that Sophia Spallino LLC and/or Legacy The Agency LLC does not warrant that product or service descriptions are accurate, complete, current, or error-free, or that packaging will match the actual product that you receive. All sales are deemed final except as provided otherwise. Sophia Spallino LLC and/or Legacy The Agency LLC descriptions of, or references to, products or services not owned by Sophia Spallino LLC and/or Legacy The Agency LLC are not intended to imply endorsement of that product or service or constitute a warranty by Sophia Spallino LLC and/or Legacy The Agency LLC.
SECTION 9A – Coaching Offers
General
For all our coaching offers, Sophia Spallino LLC and/or Legacy The Agency LLC are not responsible for missed appointments and strictly do not offer refunds. We are holding this space for you and value the time we set aside just for you, that may or may not include pre-meeting work, like market research or social media investigating to prepare for your session/retainer/program.
You are either hiring Sophia Spallino LLC and/or Legacy The Agency LLC as independent contractors, or consuming our free content (e.g. free masterclass attendees, podcast subscribers, followers on social media, etc).
You are responsible to provide necessary assets, take action steps on your own, and make yourselves available for Sophia Spallino LLC and Legacy The Agency to do our job and advise you accordingly. The amount of action you take directly affects the results of the service.
Canceling, Rescheduling, and Refund Policy
Sophia Spallino LLC and Legacy The Agency expects all clients to honor your time and theirs, and abide by this strict policy:
Due to the nature of our services, coaching/consulting/creation/management/membership/program, there are no refunds for any transaction even if you, the client, do not complete the program/provide the necessary content/show up.
Clients give Sophia Spallino LLC and/or Legacy The Agency LLC consent to share their name, likeness, and business and/or social media progress as a case study in advertising/social media/email marketing and other media.
Pre-paid coaching / consulting sessions
No-show sessions or sessions canceled in less than 48 hours are lost with no refunds or rescheduling options
Rescheduling with a 48-hour to one-week notice:
One reschedule permitted, only if absolutely necessary
A rescheduled session is only valid for HALF the amount of time of the original session if it is rescheduled within one week of the appointment
Rescheduling in advance
If it is longer than a week until your session, you are welcome to reschedule without penalty if absolutely necessary
No refunds for masterclasses, workshops, one on one sessions, group coaching, consulting sessions, VIP containers, or any other coaching-style service/event (regardless of whether the service was paid in full or partially completed)
Scheduled sessions for clients to be invoiced monthly:
These meetings are scheduled at the client’s convenience, but meetings must be kept. Scheduled meeting time is billed to the client at the same rate as agreed upon per hour.
If scheduled meetings are missed or rescheduled with less than a 48-hour notice, the client is billed a fee of $69, as the consultant is reserving that time and preparing in advance for the meeting.
Upgrading/downgrading consulting/coaching/retainer services:
Due to the nature of our services, there are no refunds. Once a payment is completed for the term, those session(s)/services are non-refundable; however, you may cancel with a written emailed notice of intent to no longer need services, (email Sophia@SophiaSpallino.com) with a minimum of five days before your next payment is pulled, and you will only pay for services rendered or the term that is pre/partially/paid in full.
If you need more or less time per session or help changing the frequency of sessions per month, reach out to: Sophia@SophiaSpallino.com
You cannot downgrade an existing pre-paid coaching/consulting/subscription/retainer/service/group coaching/membership/VIP support container.
However, you can downgrade before purchasing new coaching/consulting/subscription/retainer/service/group coaching/membership/VIP support container.
VIP Access
I offer social media consulting support in your pocket! You can voice memo or text me (using Voxer) at any time. If you need a tutorial I can screen record and send to you. I am literally teaching you in real time so you can have creative control and learn! We communicate through the Voxer app, which is free to download.
When given VIP Access, I make myself available to you on business days from, generally from 9am to 5pm CST daily, and sometimes earlier or later (not promised, but I love what I do). I typically respond in REAL TIME, but always within 2 to 24 hours of the 9am-5pm range. If you are in an opposing time zone, please communicate that with me, and we will come up with an appropriate plan.
This 1:1, on-demand container gets you access to me, my brain, creativity, strategy, and assistance for up to 30-40 min per weekday, outside of scheduled 1 hr weekly meetings. This includes time I spend reviewing your content.
On scheduled weekly meeting days, 4 of the 30 days, this is considered the consulting/coaching time of that day.
Daily VIP access time and weekly meetings do not roll over. This program is created for clients who desire DAILY consulting/coaching.
There is no contract, you pay by the month, and most clients (I take up to 1-2 VIPS at a time tops), work with me for one to four months to get grounded in strategy, but I have a couple that have kept me on for nearly a year. Once a payment is made, there are no refunds.
Don’t worry — your 30 days of VIP access to Sophia starts the day you have your first scheduled meeting, not the day you purchase!
All pre-paid coaching sessions and VIP access hours must be utilized within 30 days of first scheduled meeting. Please refer to the Canceling, Rescheduling, and Refund Policy specific to PRE-PAID COACHING/CONSULTING SESSIONS, as these rules do apply to scheduled meetings.
It is the client’s responsibility to clarify what they would like to spend their time within the container on. The scope of consulting/coaching may include focusing on one or touching on many of these topics:
Foundational personal branding
Social media content creation
Video editing skills
Content strategy
Graphic design basics
Confidence on camera
Strategic copy writing
Accepting payments and scheduling setup
Social media search optimization per platform
Email marketing
Freemium creation
Offer polishing and launching tips
Mindset support
You are hiring Sophia Spallino LLC as an independent contractor. You will provide necessary assets, take action steps on your own, and make yourselves available for them to do their job. This is not a done-for-you container. This is coaching that sets you up for autonomous success. The amount of action you take directly affects the results of the VIP access container.
Others
All pre-paid coaching sessions must be scheduled and utilized within one year of payment.
By completing any payment (either paid in full, or paid in partial), you agree to these terms and conditions.
If your consulting/coaching container includes VIP access, know that Sophia will do her very best to respond to you in a timely manner.
If/when Sophia Spallino LLC and/or Legacy The Agency LLC take extended time away from work, you will not lose any pre-paid private sessions and Sophia Spallino always does her best to make you aware ahead of time. She will simply extend your container length to make up any sessions/communication that she is responsible for.
SECTION 10 – Disclaimer – Your Individual Results Will Vary
Every online business is different, employing different strategic approaches and organizational structures, and offering different products and services. Therefore, individual results will vary from user to user. YOUR BUSINESS’ INDIVIDUAL RESULTS WILL VARY DEPENDING UPON A VARIETY OF FACTORS UNIQUE TO YOUR BUSINESS, INCLUDING BUT NOT LIMITED TO YOUR CONTENT, BUSINESS MODEL, AND PRODUCT AND SERVICE OFFERINGS.
Sophia Spallino LLC and/or Legacy The Agency LLC does not promise, guarantee, or warrant your business’ success, income, or sales. You understand and acknowledge that Sophia Spallino LLC and/or Legacy The Agency LLC will not at any time provide sales leads or referrals to you or your business. Those businesses who purchase our products or services will receive access to our course and training. However, we do not guarantee your business’ success and based upon many market factors that we cannot control, the software and tools we provide may or may not be applicable to your specific business.
Further, we do not make earnings claims, efforts claims return on investment claims, or claims that our software, tools, or other offerings will make your business any specific amount of money, and it is possible that you will not earn your investment back. We do not sell a business opportunity, “get rich quick” program, guaranteed system, franchise system, or a business in a box. You should not purchase our products or services if that is your expectation.
Instead, you should purchase with the understanding that using the information and training purchased will take time and effort and may be applicable in some situations but not others. Also, we do not offer any tax, accounting, financial, or legal advice. You should consult your business’ accountant, attorney, or financial advisor for advice on these topics.
SECTION 10A – Use of Artificial Intelligence (AI)
Sophia Spallino LLC and Legacy The Agency LLC may utilize AI technologies as a tool to supplement, enhance, and/or make suggestions to our final deliverables to clients. However, Sophia Spallino LLC and Legacy The Agency LLC disclaims that the preliminary designs/copy/social media plan which include the thoughts, ideas, opinions, and/or expertise used to produce the raw content was wholly human-created and original to SS LLC, therefore SS LLC maintains copyright ownership over such works. Further, if client submits any of the final deliverables for copyright registration, client is required to notify the U.S. Copyright Office that AI technology was used and shall contact SS LLC for additional information, if necessary. Client understands and agrees that SS LLC shall not be liable and shall be held harmless by client for any errors in AI technology notification to the U.S. Copyright Office. Sophia Spallino LLC and Legacy The Agency LLC was given a non-exclusive license to use such AI-generated content from third-party AI platform(s).
SECTION 11 – Your Responsibilities in Running Your Business
You represent and warrant that you operate a business in good-standing and you agree that there are no prior or pending government investigations or prosecutions against you or your business. You also agree that you and your business will only use Sophia Spallino LLC and/or Legacy The Agency LLC’s products and services for lawful purposes and that you shall not use such products or services, whether alone or in connection with other software, hardware, or services, for any unlawful or harmful purpose.
You are solely and exclusively responsible for complying with all applicable laws and regulations in running your business, including, but not limited to, all laws governing advertising and marketing claims, subscriptions, refunds, premium offers, tax laws, and all additional laws applicable to your business.
You agree to notify Sophia Spallino LLC and/or Legacy The Agency LLC if any investigation or lawsuit is threatened or filed against you, whereupon Sophia Spallino LLC and/or Legacy The Agency LLC shall have the right to terminate this Agreement without liability. Sophia Spallino LLC and/or Legacy The Agency LLC shall have no liability for your violation of any laws.
You are solely and exclusively responsible for collecting and reporting all sales and use tax, and any other taxes, which may apply to sales of products or services by your business. Sophia Spallino LLC and/or Legacy The Agency LLC shall not be responsible to collect or report any taxes which may apply to your business or sales of products or services by your business.
You agree to indemnify Sophia Spallino LLC and/or Legacy The Agency LLC as set out below in the event that you and/or your business violates any law and a claim is threatened or asserted against Sophia Spallino LLC and/or Legacy The Agency LLC as a result.
SECTION 12 – Testimonials, Reviews, and Pictures/Videos
Sophia Spallino LLC and/or Legacy The Agency LLC are pleased to hear from users and customers and welcome your comments regarding our services and products. Sophia Spallino LLC and/or Legacy The Agency LLC may use testimonials and/or product reviews in whole or in part together with the name, city, and state of the person submitting it. Testimonials may be used for any form of activity relating to Sophia Spallino LLC and/or Legacy The Agency LLC services or products, in printed and online media, as Sophia Spallino LLC and/or Legacy The Agency LLC determines in its sole and exclusive discretion. Testimonials represent the unique experience of the participants and customers submitting the testimonial, and do not necessarily reflect the experience that you may have using our services or products. As set forth above in Section 10, your results will vary depending upon a variety of factors unique to and beyond Sophia Spallino LLC and/or Legacy The Agency LLC’s control. Note that testimonials, photographs, and other information that you provide to us will be treated as non-confidential and non-proprietary, and, by providing them, you grant Sophia Spallino LLC and/or Legacy The Agency LLC a royalty-free, worldwide, perpetual, nonexclusive and irrevocable license to use them.
Additionally, Sophia Spallino LLC and/or Legacy The Agency LLC reserves the right to correct grammatical and typing errors, to shorten testimonials prior to publication or use, and to review all testimonials prior to publication or use. Sophia Spallino LLC and/or Legacy The Agency LLC shall be under no obligation to use any, or any part of, any testimonial or product review submitted.
You may post reviews, comments, photos, videos, and other content; send e-cards and other communications; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights (including publicity rights), or otherwise injurious to third parties or objectionable, and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam” or unsolicited commercial electronic messages. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. Sophia Spallino LLC and/or Legacy The Agency LLC reserves the right (but not the obligation) to remove or edit such content but does not regularly review posted content.
If you do post content or submit material, and unless we indicate otherwise, you grant Sophia Spallino LLC and/or Legacy The Agency LLC a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Sophia Spallino LLC and/or Legacy The Agency LLC and sublicensees the right to use the name that you submit in connection with such content if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify Sophia Spallino LLC and/or Legacy The Agency LLC for all claims resulting from content you supply. Sophia Spallino LLC and/or Legacy The Agency LLC has the right but not the obligation to monitor and edit or remove any activity or content. Sophia Spallino LLC and/or Legacy The Agency LLC takes no responsibility and assumes no liability for any content posted by you or any third party.
SECTION 12A – Non-Solicitation and Non-Circumvention
Until the expiry or earlier termination of these Terms, Sophia Spallino LLC and/or Legacy The Agency LLC will not: (a) encourage any clients’ employees or service providers to stop working for the client; (b) encourage clients’ customers or clients to stop doing business with the client; or (c) hire anyone who worked for the client over the 12-month period before the contract ended.
The one exception is if Sophia Spallino LLC and/or Legacy The Agency LLC puts out a general ad and someone who happened to work for the client responds. In that case, the Sophia Spallino LLC and/or Legacy The Agency LLC may hire that candidate.
Until the expiry or earlier termination of these Terms, Sophia Spallino LLC and/or Legacy The Agency LLC will not: (a) encourage consultant employees, or service providers to stop working with the consultant; (b) encourage consultant customers or clients to stop doing business with the consultant; or (c) hire anyone who worked for the consultant over the 12-month period before the contract ended. This includes, but is not limited to, targeting anyone who follows Sophia Spallino and her team (Sophia Spallino LLC and/or Legacy The Agency LLC) on social platforms, even if they are not paying clients of Sophia Spallino LLC or Legacy The Agency LLC yet.
The one exception is if the client puts out a general ad and someone who happened to work for the consultant responds. In that case, the client may hire that candidate.
While Sophia Spallino LLC and Legacy The Agency are working for, collaborating with, associating with, representing, or doing business with the client and for two (2) years afterward, the client will not:
solicit or attempt to solicit any business or trade from actual customers or future clients (social media platform followers) of Sophia Spallino LLC and/or Legacy The Agency LLC)
employ or attempt to employ any contractor or independent contractor of Sophia Spallino LLC and/or Legacy The Agency LLC
divert or attempt to divert business away from Sophia Spallino LLC and/or Legacy The Agency LLC
encourage any independent contractor or consultant to end a relationship with Sophia Spallino LLC and/or Legacy The Agency LLC
the confidentiality and non-disclosure provisions of this Agreement shall remain in full force and effect after the termination of this Agreement for a period of ten (10) years.
SECTION 13 – Compliance with the Laws, Including Commitment Against Harassment and Interference with Others (“Targeting”)
As a Sophia Spallino LLC and/or Legacy The Agency LLC user, you must comply with all laws, both U.S. and foreign, including, but not limited to, laws prohibiting deceptive and misleading advertising and marketing, e-mail marketing laws (including the federal CAN-SPAM Act (15 U.S.C. § 7701)), telemarketing laws (including the federal Telephone Consumer Protection Act (47 U.S.C. § 227) and the Federal Trade Commission’s Telemarketing Sales Rule (16 C.F.R. § 310)), laws governing testimonials (including the Federal Trade Commission’s Revised Endorsements and Testimonials Guides (16 CFR Part 255)), and/or any similar laws, laws relating to intellectual property, privacy, security, terrorism, corruption, child protection, or import/export laws. You are solely responsible for ensuring their compliance with all applicable laws, rules, regulations, and court orders of any kind of any jurisdiction applicable to you and your business, and any recipient to whom you send digital messages using our products or services. You have the responsibility to be aware of, understand, and comply with all applicable laws and ensure that you and all users of your account comply with such applicable laws at all times.
If you use any messaging software, or any other messaging system or other software or hardware provided by you or a third-party, you agree that you will follow all applicable laws with respect to sending messages, including without limitation the federal Telephone Consumer Protection Act. You further agree to indemnify and defend Sophia Spallino LLC and/or Legacy The Agency LLC from any claims, damages, losses, and lawsuits of any kind or nature that may be made or brought against Sophia Spallino LLC and/or Legacy The Agency LLC relating in any way to your violation of law or third-party rights by use or misuse of any messaging software or hardware, whether provided by Sophia Spallino LLC and/or Legacy The Agency LLC. You further understand and agree that Sophia Spallino LLC and/or Legacy The Agency LLC has no control over, and therefore cannot be responsible for, the functionality or failures of any third-party software, including without limitation Facebook, Facebook Messenger, and internet browser notifications. Sophia Spallino LLC and/or Legacy The Agency LLC DOES NOT WARRANT THAT ANY Sophia Spallino LLC and/or Legacy The Agency LLC MESSAGING SOFTWARE WILL BE COMPATIBLE WITH ANY THIRD-PARTY SOFTWARE. YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR YOUR USE OF ANY AND ALL MESSAGING SOFTWARE AND/OR HARDWARE.
COMMITMENT AGAINST TARGETING AND HARASSMENT AND INTERFERENCE WITH OTHERS. You must not use our services, whether alone, or in connection with other software or hardware, to: (i) store, distribute, or transmit any malware or other material that you know, or have reasonable grounds to believe, is or may be tortious, libelous, offensive, infringing, harassing, harmful, disruptive, or abusive; or (ii) commit, promote, aid, or abet any behavior, which you know, or have reasonable grounds to believe, is or may be tortious, libelous, offensive, infringing, harassing, harmful, disruptive, or abusive.
SECTION 14 – Disclaimers of Other Warranties
General
EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW:
THE WEBSITE AND ALL CONTENT ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO, AND EXPRESSLY DISCLAIM ANY AND ALL, REPRESENTATIONS AND WARRANTIES AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, AND/OR COMPLETENESS OF ANY INFORMATION ON THIS WEBSITE. WE DO NOT REPRESENT OR WARRANT, AND EXPRESSLY DISCLAIM THAT: (A) THE USE OF THE WEBSITE OR ANY SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE WEBSITE, SOFTWARE, OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, SOFTWARE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN THE WEBSITE WILL BE CORRECTED, OR (F) THE WEBSITE OR THE SERVER(S) THAT MAKE THE WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Coaching Offers
While Sophia Spallino LLC and/or Legacy The Agency LLC offer guidance, suggestions, and services, you are responsible for the cause of all change in your life, personal brand, and business.
Sophia Spallino LLC and/or Legacy The Agency LLC will work with you to identify solutions and offer suggestions and advise you based on her own personal experience, expertise, training, and the information appropriate.
Sophia Spallino LLC and/or Legacy The Agency LLC will encourage and energetically support you in achieving your own results and desired outcomes. You accept full responsibility for all decisions and courses of action.
You as the Client, Coaching Member, Masterclass Attendee, or Group Member, must understand that bullying of any kind isn’t allowed, and degrading comments about things like race, religion, culture, sexual orientation, gender, or identity will not be tolerated. Regardless of your purchase, you will be suspended if you disrespect me, my team, or any other members. We reserve the right to remove anyone from any group, membership, or program without refunds.
You as Client, accept this Consulting/Coaching/Content Services Agreement when you pay Sophia Spallino and her team, (Sophia Spallino LLC, https://sophiaspallino.com, and Legacy The Agency LLC, https://www.legacytheagency.com)
When you pay Sophia Spallino LLC and Legacy The Agency any amount, you accept these Terms and agree and acknowledge that Sophia is NOT a licensed investment advisor, real estate agent, accountant, finance, health, therapist, psychologist, or legal professional.
All consulting/coaching/content services and communication delivered by Sophia Spallino LLC and/or Legacy The Agency LLC, as well as information on this website are meant to help you identify the areas in your life, brand, business, social media, and mindset that may be energetic, emotional, or physical blocks to success. However, coaching is not professional mental health care or medical care. If you feel psychologically stressed to the point that it is interfering with your ability to function, please have the courage to seek the help you need in the form of a professional counselor. Coaching/consulting may augment your therapy, but the work of coaching is meant to be done when major emotional and psychological wounds are already healing or healed.
I understand that the coaching/consulting services I will be receiving from Sophia Spallino LLC and/or Legacy The Agency LLC are not offered as a substitute for professional mental health care or medical care and are not intended to diagnose, treat or cure any mental health or medical conditions. I also understand that Sophia Spallino LLC and/or Legacy The Agency LLC is not acting as a mental health counselor or a medical professional.
I understand that consulting/coaching is, at present, an unregulated industry and that Sophia Spallino LLC and/or Legacy The Agency LLC are not licensed by the State of Louisiana or any other state. I also understand that for all legal purposes, the services provided by Sophia Spallino LLC and/or Legacy The Agency LLC will be considered to be provided in the State of Louisiana.
I understand and agree that I am fully responsible for my well-being during my sessions, communications with Sophia Spallino and her team, Sophia Spallino LLC and/or Legacy The Agency LLC and subsequently, including my choices and decisions.
I understand that coaching/consulting/services offered on Sophia Spallino LLC, and Legacy The Agency LLC do not substitute for counseling, psychotherapy, psychoanalysis, mental health care or substance abuse treatment, and I will not use it in place of any form of therapy.
I understand that all comments and ideas offered by Sophia Spallino LLC, and Legacy The Agency LLC are solely for the purpose of aiding me in achieving my defined goals. I have the ability to give my informed consent, and hereby give such consent to my coach/consultant/service provider to assist me in achieving such goals.
I understand that to the extent our work together involves career or business, Sophia Spallino LLC, and Legacy The Agency LLC is not promising outcomes included but not limited to increased clientele, profitability, specific outcomes, and/or business success.
I understand that Sophia Spallino LLC, and Legacy The Agency LLC , will respect my information unless I state otherwise in writing. If I report child, elder abuse or neglect or threaten to harm myself or someone else, I understand that necessary actions will be taken and my confidentiality agreement may be limited in this capacity. Furthermore, if Sophia Spallino LLC, and Legacy The Agency LLC , is ordered by a court to provide information or to testify, she will do so to the extent the law requires.
I give Sophia Spallino LLC and/or Legacy The Agency LLC consent to share my name/business name/DBA, likeness, and/or social media progress as a case study or promotional material such as, but not limited to advertising/social media/email marketing and any other media that Sophia Spallino LLC or Legacy the Agency utilizes without compensation.
I understand that the use of technology is not always secure and I accept the risks of confidentiality in the use of email, text, phone, Zoom, Skype, Voxer, and other technology.
I hereby release, waive, acquit and forever discharge Sophia Spallino LLC, and Legacy The Agency LLC, any agents, successors, assigns, personal representatives, executors, heirs and employees from every claim, suit action, demand or right to compensation for damages I may claim to have or that I may have arising out of acts or omissions by myself or by Sophia Spallino and her team Sophia Spallino LLC, and Legacy The Agency LLC, as a result of the advice given by Sophia Spallino LLC, and Legacy The Agency LLC or otherwise resulting from the coaching/consulting/service provider relationship contemplated by this agreement. I further declare and represent that no promise, inducement or agreement not expressed in this agreement has been made to me to sign this agreement. This agreement shall bind my heirs, executors, personal representatives, successors, assigns, and agents.
SECTION 15 – Limitations of Liabilities
EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, IN NO EVENT SHALL Sophia Spallino LLC and/or Legacy The Agency LLC OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, TELECOMMUNICATIONS PROVIDERS, AND/OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES, FEES, COSTS OR CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT, THE PRIVACY STATEMENT, THE SERVICES OR PRODUCTS, YOUR OR A THIRD PARTY’S USE OR ATTEMPTED USE OF THE WEBSITE OR ANY SOFTWARE, SERVICE, OR PRODUCT, REGARDLESS OF WHETHER Sophia Spallino LLC and/or Legacy The Agency LLC HAS HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, FEES, COSTS, OR CLAIMS. THIS INCLUDES, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES. THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE.
SECTION 16 – Dispute Resolution by Mandatory Binding Arbitration and Class Action Waiver
PLEASE READ THIS ARBITRATION PROVISION CAREFULLY TO UNDERSTAND YOUR RIGHTS. EXCEPT WHERE PROHIBITED BY LAW, YOU AND YOUR BUSINESS AGREE THAT ANY CLAIM THAT YOU OR YOUR BUSINESS MAY HAVE IN THE FUTURE MUST BE RESOLVED THROUGH FINAL AND BINDING CONFIDENTIAL ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY. THE RIGHTS THAT YOU AND YOUR BUSINESS WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST. YOU AGREE THAT YOU MAY ONLY BRING A CLAIM IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF (LEAD OR OTHERWISE) OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES) AND MUST FOLLOW THESE TERMS AS A COURT WOULD.
If you have a complaint, dispute, or controversy, you agree to first contact us at support@sophiaspallino.com to attempt to resolve the dispute or controversy informally.
Any controversy or claim arising out of or related to the use of the Website, any product, service, or software, these Terms, the Privacy Statement, any affiliate agreement, or your relationship with us that cannot be resolved through such informal process or through negotiation within 120 days shall be resolved by binding, confidential arbitration administered by the American Arbitration Association (“AAA”), and judgment on the award rendered may be entered in any court having jurisdiction thereof. We agree that any claim we may have against you or your business will also be subject to his arbitration provision, except as provided in Sections 20 and 21 below. The arbitration will be conducted by a single neutral arbitrator in the English language in the United States, unless we both agree to conduct the arbitration by telephone or written submissions. The arbitrator shall be selected by agreement of the parties or, if the parties cannot agree, chosen in accordance with Rules of the AAA. The arbitration will be conducted in accordance with the provisions of the AAA’s Commercial Arbitration Rules and Procedures, in effect at the time of submission of the demand for arbitration. The AAA’s Rules are available at www.adr.org or by calling 1-800-778-7879. The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the interpretation, construction, validity, applicability, or enforceability of these Terms and Conditions of Use and Sale, the Privacy Statement, this arbitration provision, and any other terms incorporated by reference into these Terms and Conditions of Use and Sale. The arbitrator shall have the exclusive and sole authority to determine whether any dispute is arbitrable. The arbitrator shall have the exclusive and sole authority to determine whether this arbitration agreement can be enforced against a non-signatory to this agreement and whether a non-signatory to this agreement can enforce this provision against you or Sophia Spallino LLC and/or Legacy The Agency LLC.
Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s Rules. In all other respects, the parties shall each pay their own additional fees, costs, and expenses, including, but not limited to, those for any attorneys, experts, documents, and witnesses.
The arbitrator shall follow the substantive law of the State of Louisiana without regard to its conflicts of laws principles. Any award rendered shall include a confidential written opinion and shall be final, subject to appeal under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
You and Sophia Spallino LLC and/or Legacy The Agency LLC agree that disputes will only be arbitrated on an individual basis and shall not be consolidated, on a class-wide, representative basis, or with any other arbitration(s) or other proceedings that involve any claim or controversy of any other party. You and Sophia Spallino LLC and/or Legacy The Agency LLC expressly waive any right to pursue any class or other representative action against each other.
Failure or any delay in enforcing this arbitration provision in connection with any particular claim will not constitute a waiver of any rights to require arbitration at a later time or in connection with any other claims except that all claims must be brought within 1 year after the claim arises (the 1 year period includes the 120 day informal resolution procedures described above).
This arbitration provision sets forth the terms and conditions of our agreement to final and binding confidential arbitration and is governed by and enforceable under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended.
This provision survives termination of your account or relationship with Sophia Spallino LLC and/or Legacy The Agency LLC, bankruptcy, assignment, or transfer. If the class action waiver is deemed unenforceable (i.e., unenforceability would allow arbitration to proceed as a class or representative action), then this entire arbitration provision shall be rendered null and void and shall not apply. If a portion of this arbitration provision (other than the class action waiver) is deemed unenforceable, the remaining portions of this arbitration provision shall remain in full force and effect.
YOU UNDERSTAND THAT YOU AND YOUR BUSINESS WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH BINDING, FINAL, AND CONFIDENTIAL ARBITRATION IN ACCORDANCE WITH THIS ARBITRATION PROVISION.
SECTION 17– Sophia Spallino LLC and/or Legacy The Agency LLC’s Additional Remedies
In order to prevent or limit irreparable injury to Sophia Spallino LLC and/or Legacy The Agency LLC, in the event of any breach or threatened breach by you of the provisions of this Agreement or any infringement or threatened infringement by you of the intellectual property of Sophia Spallino LLC and/or Legacy The Agency LLC or a third-party, Sophia Spallino LLC and/or Legacy The Agency LLC shall be entitled to seek a temporary restraining order and preliminary and permanent injunctions or other equitable relief from a court of competent jurisdiction located in the state of Louisiana restraining such breach, threatened breach, infringement, or threatened infringement. Nothing in this Agreement shall be construed as prohibiting Sophia Spallino LLC and/or Legacy The Agency LLC from pursuing in court any other remedies available to it for such breach, threatened breach, infringement, or threatened infringement, including the recovery of monetary damages from you and your business. You and your business hereby irrevocably consent to the exclusive personal jurisdiction of, and exclusive venue in, the courts governing the state of Louisiana, for all such claims, and forever waive any challenge to said courts’ exclusive jurisdiction or venue.
SECTION 18 – Indemnification
To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Sophia Spallino LLC and/or Legacy The Agency LLC, its directors, officers, employees, shareholders, licensors, independent contractors, subcontractors, suppliers, affiliates, parent companies, subsidiaries, and agents from and against any and all claims, actions, loss, liabilities, damages, expenses, demands, and costs of any kind, including, but not limited to attorneys’ fees and costs of any litigation or other dispute resolution, arising out of, resulting from, or in any way connected with or related to (1) your use, misuse, or attempt to use the Website, software, products, or services, (2) information you submit or transmit through the Website, (3) your breach of these Terms, the documents they incorporate by reference, the Agreement, or the representations and warranties provided by you in this Agreement, or (4) your violation of any law or the rights of a third-party.
SECTION 19 – Notice and Takedown Procedures; Digital Millennium Copyright Act
If you believe that materials or content available on the Website infringes any copyright you own, you or your agent may send Sophia Spallino LLC and/or Legacy The Agency LLC a notice requesting that Sophia Spallino LLC and/or Legacy The Agency LLC remove the materials or content from the Website. If you believe that someone has wrongly filed a notice of copyright infringement against you, you may send Sophia Spallino LLC and/or Legacy The Agency LLC a counter-notice. Notices and counter-notices should be sent to: Sophia Spallino LLC and/or Legacy The Agency LLC, PO Box 46, Maurice, Louisiana, 70555 United States, or by e-mail to support@sophiaspallino.com. These Terms fully incorporate by reference the DMCA Policy.
SECTION 20 – THIRD-PARTY LINKS
The Website may contain links to other websites. The views, information or opinions expressed on or during any Sophia Spallino LLC and/or Legacy The Agency LLC or otherwise publicized on our online and mobile resources are solely those of the creating authors or contributors and not those of Sophia Spallino LLC and/or Legacy The Agency LLC. Further, Sophia Spallino LLC and/or Legacy The Agency LLC is not responsible for and does not verify the accuracy of any of the information contained in any Sophia Spallino LLC and/or Legacy The Agency LLC or content. The primary purpose of these resources is to educate, inspire and inform. Some authors’ or contributors’ content may discuss strategies and methods for earning income in business, and you should feel free to reach out to those authors or contributors about their proof that such strategies and methods work. Sophia Spallino LLC and/or Legacy The Agency LLC assumes no responsibility for the content or functionality of any non-Sophia Spallino LLC and/or Legacy The Agency LLC website to which we provide a link. Please see our Privacy Statement for more details.
SECTION 21 – Termination
This Agreement will take effect (or shall re-take effect) at the time you click “ACTIVATE MY ACCOUNT NOW,” “PAY NOW,” “ORDER NOW”, “SUBMIT”, “BUY NOW”, “PURCHASE”, “I ACCEPT”, “I AGREE” or similar links or buttons, otherwise submit information through the Website, respond to a request for information, begin installing, accessing, or using the Website, complete a purchase, select a method of payment, and/or enter in payment method information, whichever is earliest. If, in our sole discretion, you fail, or we suspect that you have failed, to comply with any term or provision of the Agreement or violated any law, whether in connection with your use of Sophia Spallino LLC and/or Legacy The Agency LLC or otherwise, we may terminate the Agreement or suspend your access to the Website at any time without notice to you. Sections 10, 18, 20 through 30 of this Agreement, as well as any representations, warranties, and other obligations made or undertaken by you, shall survive the termination of this Agreement and/or your account or relationship with Sophia Spallino LLC and/or Legacy The Agency LLC. Upon termination, you remain responsible for any outstanding payments to Sophia Spallino LLC and/or Legacy The Agency LLC.
SECTION 22 – No Waiver
No failure or delay on the part of Sophia Spallino LLC and/or Legacy The Agency LLC in exercising any right, power or remedy under this Agreement may operate as a waiver, nor may any single or partial exercise of any such right, power, or remedy preclude any other or further exercise of such right, power, or remedy, or the exercise of any other rights, power, or remedy under this Agreement. A waiver of any right or obligation under this Agreement shall only be effective if in writing and signed by Sophia Spallino LLC and/or Legacy The Agency LLC.
SECTION 23 – Governing Law and Venue
This Agreement and any issue or dispute arising out of or otherwise related to this Agreement or your access to or use of the Website, our Privacy Statement or any matter concerning Sophia Spallino LLC and/or Legacy The Agency LLC, including your purchase and use or attempted use of any service or product, shall be governed exclusively by the laws of the state of Louisiana without regard to its conflicts of laws principles. To the extent that any claim or dispute is found by the arbitrator or (if proper) a court of competent jurisdiction to be excluded from the arbitration agreement in Section 17 above, the parties agree any such claim or dispute shall be exclusively brought in and decided by the state or federal courts located in the state of Louisiana, and you hereby irrevocably consent to the exclusive personal jurisdiction of, and exclusive venue in, such courts, and forever waive any challenge to said courts’ exclusive jurisdiction or venue. All such claims must be brought on an individual and non-class, nonrepresentative basis, and you forever waive any right to bring such claims on a class wide or representative basis.
SECTION 24 – Force Majeure
Sophia Spallino LLC and/or Legacy The Agency LLC will not be responsible to you for any delay, damage, or failure caused or occasioned by any act of nature or other causes beyond our reasonable control.
SECTION 25 – Assignment
Sophia Spallino LLC and/or Legacy The Agency LLC may assign its rights under this Agreement at any time, without notice to you. Your rights arising under this Agreement cannot be assigned without Sophia Spallino LLC and/or Legacy The Agency LLC (or its assigns’) express written consent.
SECTION 26 – Electronic Signature
All information communicated on the Website is considered an electronic communication. When you communicate with Sophia Spallino LLC and/or Legacy The Agency LLC through or on the Website or via other forms of electronic media, such as email, you are communicating with the company electronically. You agree that we may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication.
SECTION 27 – Changes To The Agreement
You can review the most current version of the Terms at any here. We reserve the right, at our sole discretion, to update, change or replace any part of the Agreement, including the Privacy Statement located at Privacy Statement by posting updates and changes to our Website. It is your responsibility to check our Website periodically for changes. Your continued use of or access to our Website following the posting of any changes to the Agreement constitutes acceptance of those changes.
SECTION 28 – Your Additional Representations and Warranties
You hereby further represent and warrant: (1) that you are at least eighteen (18) years of age, or the legal age of majority in your jurisdiction, whichever is greater; (2) that you own, operate, and/or have the right to bind the business for which you are using the Website; (3) have read this Agreement and thoroughly understand and agree to the terms contained in this Agreement; and (4) that you will not resell, re-distribute, or export any product or service that you order from the Website. You further represent that Sophia Spallino LLC and/or Legacy The Agency LLC has the right to rely upon all information provided to Sophia Spallino LLC and/or Legacy The Agency LLC by you, and Sophia Spallino LLC and/or Legacy The Agency LLC may contact you and your business by email, telephone, or postal mail for any purpose, including but not limited to (i) follow-up calls, (ii) satisfaction surveys, and (iii) inquiries about any orders you placed, or considered placing, on or through the Website.
You further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against you, or any business related to you, by the Federal Trade Commission, any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against you. If at any time during the life of the Agreement you, or any business related to You, becomes the subject of a government investigation, inquiry, or prosecution by the Federal Trade Commission, any other federal or state governmental agency, or any industry regulatory authority anywhere in the world, or the subject of any lawsuit, you will notify Sophia Spallino LLC and/or Legacy The Agency LLC of the same within 24 hours. Sophia Spallino LLC and/or Legacy The Agency LLC, at its sole discretion, may terminate the Agreement based on any investigation, proceeding, or lawsuit identified pursuant to this paragraph or otherwise discovered by Sophia Spallino LLC and/or Legacy The Agency LLC without incurring any obligation or liability to you.
SECTION 29 – Severability
If any provision of this Agreement is found by the arbitrator or (if proper) a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall not be affected thereby and shall continue in full force and effect and such provision may be modified or severed from this Agreement to the extent necessary to make such provision enforceable and consistent with the remainder of the Agreement.
SECTION 30 – Entire Agreement
These Terms, the Agreement, and any policies or operating rules posted by us on the Website or in respect to the Website constitutes the entire agreement and understanding between you and your business and Sophia Spallino LLC and/or Legacy The Agency LLC and governs your access to and use of the Website and your ordering, purchasing, and use and/or attempted use of any service or product, and supersedes and replaces any prior or contemporaneous agreements, representations, communications, and proposals, whether oral or written, between you and Sophia Spallino LLC and/or Legacy The Agency LLC. We may also, in the future, offer new services and/or features through the Website. Such new features and/or services shall also be subject to these Terms, the Agreement, and any policies or operating rules posted by us on the Website. Any ambiguities in the interpretation of these Terms or the Agreement shall not be construed against the drafting party.
SECTION 31 – Contacting Us
We encourage our customers to contact us with questions or comments about our products and services. Please feel free to do so by sending an e-mail to support@sophiaspallino.com.
If you have any questions or inquiries concerning any of the Terms, you may contact Sophia Spallino LLC and/or Legacy The Agency LLC by email at support@sophiaspallino.com or by regular mail at Sophia Spallino LLC and/or Legacy The Agency LLC, PO Box 46, Maurice, Louisiana, 70555 United States.
Note on how we can communicate with you:
By agreeing to our terms of service a prospect agrees to receive snail mail, email, phone and automated pre-recorded voice message solicitations from Sophia Spallino LLC and/or Legacy The Agency LLC, including its various business divisions, affiliates, partners, vendors, list managers and clients who purchase our lists. You also agree to be contacted on a recurring basis for as long as you are a part of our sms/mms mobile message marketing program. We may sell the personal information that you supply to us and we may work with other third party businesses to bring selected retail opportunities to our members via direct mail, email, SMS, text and telemarketing (including but not limited to pre recorded phone messages) . Filling out any forms on our pages constitutes my signature and agreement that the Sophia Spallino LLC and/or Legacy The Agency LLC and it’s representatives, agents, and partners may contact me by telephone (including at my wireless telephone number), email, SMS, or pre-recorded message at the information I provided through this website, and I understand and agree that this consent applies even if my number is listed on a state or federal do-not-call list. By filling out any of our forms you also agree that you cannot “build a case” against Sophia Spallino LLC and/or Legacy The Agency LLC (by counting infractions per solicitation) because by submitting any forms or filling out any information signifies that you are requesting to be contacted by email, including SMS, text, pre-recorded phone calls. In no event shall either party be liable for special, indirect, incidental, or consequential damages, including, but not limited to, loss of use, or loss of profits.
Message and data rates may apply.
Prospect agrees he/she is solely responsible for any and all third party fees a prospect may incur when being contacted by Sophia Spallino LLC and/or Legacy The Agency LLC and its business divisions, affiliates, partners, clients, vendors and list managers. By filling out ANY of our forms you also forfeit your right to litigate against Sophia Spallino LLC and/or Legacy The Agency LLC based on any previously alleged infraction (alleged infractions prior to you submitting any forms) including but not limited to SMS, email, or robo-dial. If any of the terms are held unenforceable, the reminder of the terms shall remain in effect.
Please DO NOT digitally sign this agreement by submitting any forms on any of our websites if you do not agree with our terms and conditions.
To unsubscribe from email, phone, sms, or robo-dialing mediums please send an email to support@sophiaspallino.com and include the phone number and or email address you wish to be removed.