TERMS OF SERVICE, PROGRAM PURCHASE, MEMBER CONFIDENTIALITY, NON-DISCLOSURE, AND PROGRAM MATERIALS USE AGREEMENT

Last Updated: June 18, 2026

IMPORTANT NOTICE

PLEASE CAREFULLY READ AND UNDERSTAND THESE TERMS OF SERVICE, PROGRAM PURCHASE, MEMBER CONFIDENTIALITY, NON-DISCLOSURE, AND PROGRAM MATERIALS USE AGREEMENT, INCLUDING ALL INCORPORATED POLICIES AND PURCHASE TERMS (COLLECTIVELY, THE “TERMS”), BEFORE ACCESSING, USING, REGISTERING FOR, OR PURCHASING ANY WEBSITE, PRODUCT, PROGRAM, MEMBERSHIP, SOFTWARE, TOOL, COACHING SERVICE, OR OTHER SERVICE OFFERED BY VYPRMEDIA, LLC.

THESE TERMS CONTAIN:

AN ALL-SALES-FINAL AND NO-REFUND POLICY;
PROGRAM DELIVERY AND SCHEDULING TERMS;
ROADMAP, BONUS, SOFTWARE, AND REPLAY DISCLAIMERS;
RESTRICTIONS ON CHARGEBACKS AND PAYMENT DISPUTES;
CONFIDENTIALITY, NON-DISCLOSURE, ANTI-PIRACY, AND INTELLECTUAL-PROPERTY RESTRICTIONS;
DISCLAIMERS OF WARRANTIES AND GUARANTEED RESULTS;
LIMITATIONS OF LIABILITY;
INDEMNIFICATION OBLIGATIONS;
MANDATORY INDIVIDUAL ARBITRATION;
A CLASS-ACTION AND JURY-TRIAL WAIVER; AND
RIGHTS TO SEEK INJUNCTIVE RELIEF, DAMAGES, COSTS, AND ATTORNEYS’ FEES IN CERTAIN CIRCUMSTANCES.

PLEASE PRINT OR SAVE A COPY FOR YOUR RECORDS.

INTRODUCTION

The websites operated by VYPRMEDIA, LLC, including www.vypruniversity.com and its subdomains, portals, checkout pages, communities, and successor or related websites, are owned or operated by VYPRMEDIA, LLC, doing business through one or more brands, including VyprUniversity.com (collectively, the “Company,” “VyprUniversity,” “we,” “us,” or “our”).

We provide websites, educational information, live training, coaching, memberships, communities, digital products, software tools, artificial-intelligence tools, templates, events, business resources, and related products and services.

By accessing or using the Website, creating an account, checking an acceptance box, electronically signing, completing a purchase, joining a Program, attending a call, accessing Program Materials, or continuing to use any Services after receiving these Terms, you agree to be legally bound by these Terms.

If you do not agree to these Terms in their entirety, you are not authorized to access or use the Website, Services, Program, Platform, or Program Materials.


TABLE OF CONTENTS


1. ACCEPTANCE AND SCOPE

1.1 Binding Agreement

These Terms constitute a legally binding agreement between the Company and:

each visitor or user of the Website;
each person or business that creates an account;
each purchaser of a Service;
each Program member;
each person who receives or uses Program access; and
the business or entity on whose behalf a person accesses or purchases the Services.

“You” and “your” refer collectively to the individual accepting these Terms and any business or entity on whose behalf that individual acts.

1.2 Methods of Acceptance

You accept these Terms by any of the following:

accessing or using the Website;
creating an account;
clicking or checking a box stating that you agree;
completing a purchase after being shown or provided a link to these Terms;
signing these Terms electronically;
accessing a Program, Platform, community, live call, recording, software tool, or Program Material;
continuing to participate after receiving notice of these Terms; or
otherwise indicating electronic acceptance.

No separate countersignature by the Company is required for these Terms to become effective.

1.3 Effective Date for a User or Member

For a general Website user, these Terms become effective upon first access or use.

For a purchaser or Member, these Terms become effective on the earliest date that the person:

completes a purchase;
checks an acceptance box;
signs electronically;
receives Program access; or
begins participating in the applicable Service.

That date is the “Acceptance Date.”

1.4 Existing Signed Agreements

A separately signed agreement governing an earlier purchase remains effective according to its terms unless it is expressly superseded by a later written or electronically accepted agreement.

Posting updated Terms does not release, forgive, or waive:

obligations that previously arose;
accrued payment obligations;
prior confidentiality obligations;
prior intellectual-property restrictions;
prior breaches; or
existing rights and remedies.

These consolidated Terms apply prospectively to purchases, renewals, extensions, reinstatements, and access occurring on or after the applicable Acceptance Date.


2. ELIGIBILITY AND AUTHORITY

2.1 Adult Users Only

The Website and Services are intended for adults and businesses operated by adults.

You represent and warrant that you are at least eighteen years old and have reached the legal age of majority where you reside.

Minors may not purchase or access a Program unless the Company expressly authorizes the arrangement in a separate writing signed by an authorized Company representative and the minor’s parent or legal guardian.

2.2 Authority to Bind a Business

When you access or purchase Services for a company, agency, partnership, organization, or other entity, you represent and warrant that:

you have authority to bind that entity;
the information you provide is accurate;
the entity agrees to these Terms; and
both you and the entity are responsible for compliance.

3. DEFINITIONS

For purposes of these Terms:

3.1 “Website”

“Website” means www.vypruniversity.com, all subdomains, Company checkout pages, Company-hosted portals, successor domains, and other websites operated by or on behalf of the Company.

3.2 “Services”

“Services” means all information, websites, Programs, memberships, communities, coaching, consulting, workshops, events, training, materials, digital products, downloads, software, artificial-intelligence tools, templates, and related products or services made available by the Company.

3.3 “Program”

“Program” means any premium training, business, educational, coaching, membership, implementation-support, or community program offered by the Company under any current or future name.

The term includes any:

rebrand or successor program;
cohort;
membership;
add-on;
workshop;
event;
coaching call;
office hour;
Q&A session;
community;
update;
deliverable; or
related Service.

3.4 “Member”

“Member” means an individual purchaser, participant, account holder, license holder, or authorized person granted access to a Program.

3.5 “Platform”

“Platform” means any platform or channel used to deliver, host, support, or communicate Program content, including:

Skool;
Company-hosted portals;
Zoom or similar video platforms;
livestream platforms;
replay systems;
email;
direct messages;
private messages;
chats;
posts;
comments;
downloads;
software tools; and
any present or future delivery method.

3.6 “Program Materials”

“Program Materials” means all content or materials made available through or in connection with a Program, including:

videos;
lessons;
live presentations;
replays;
recordings;
transcripts;
slides;
whiteboard content;
templates;
workflows;
spreadsheets;
documents;
posts;
comments;
prompts;
scripts;
examples;
case studies;
research;
notes;
checklists;
frameworks;
software configurations;
artificial-intelligence instructions;
downloads; and
other educational, strategic, technical, or business materials.

3.7 “Confidential Information”

“Confidential Information” includes:

1.all non-public Program Materials;
2.the Company’s non-public business, technical, marketing, operational, financial, and strategic information;
3.the Company’s non-public methods, workflows, tactics, sequencing, systems, templates, implementation processes, research, testing, and know-how;
4.the non-public selection, compilation, arrangement, structure, and combination of otherwise individual concepts;
5.unpublished software information, prompts, configurations, designs, and product plans; and
6.notes, summaries, outlines, transcripts, derivatives, adaptations, or rephrasings based on the foregoing.

3.8 “Member Confidential Information”

“Member Confidential Information” means non-public information disclosed by another member during calls, Q&A sessions, direct messages, posts, comments, audits, coaching, or community participation.

It includes:

niches;
websites;
domains;
keywords;
targeting;
offers;
pricing;
positioning;
strategies;
processes;
customer or prospect information;
performance data;
analytics;
screenshots;
credentials;
business problems; and
any other sensitive or identifying information.

3.9 “Third Party”

“Third Party” means any person or entity other than the individual Member, including:

spouses;
friends;
partners;
clients;
employees;
contractors;
assistants;
virtual assistants;
agencies;
consultants;
freelancers;
communities;
audiences; and
public or private groups.

An exception applies only where these Terms expressly permit disclosure to a particular person.

3.10 “Internal Employee”

“Internal Employee” means a bona fide employee of the Member or the Member’s operating business entity who:

is subject to the Member’s direction and internal policies;
is directly supporting the Member’s internal implementation; and
is bound by written confidentiality obligations at least as protective as these Terms.

Internal Employees do not include independent contractors, agencies, consultants, freelancers, outsourced service providers, or marketplace workers unless expressly approved by the Company in writing.

3.11 “Virtual Assistant”

“Virtual Assistant” means any non-employee individual providing remote administrative, marketing, technical, creative, or operational support, including workers sourced through Upwork, Fiverr, Freelancer, OnlineJobs, or similar services.

3.12 “Approved Internal Contractor”

“Approved Internal Contractor” means a contractor who:

works directly and exclusively for the Member during the period relevant to the Program instructions;
is bound by a written confidentiality agreement at least as protective as these Terms;
does not receive account access;
does not view or receive Program Materials; and
receives only high-level operational instructions that do not disclose or permit reconstruction of Confidential Information.

A contractor serving multiple clients, a Virtual Assistant, or a person sourced through a freelance marketplace is not an Approved Internal Contractor unless the Company expressly approves that person in writing.

3.13 “Authorized Download”

“Authorized Download” means a file or material that the Company expressly identifies as downloadable or expressly authorizes in writing for download.

Videos, livestreams, recordings, replays, and streaming or view-only materials are not Authorized Downloads unless expressly designated otherwise.

3.14 “Field”

“Field” means:

search engine optimization;
local search optimization;
generative engine optimization;
answer engine optimization;
AI search optimization;
LLM visibility;
related marketing and visibility topics; and
the business, market research, offer engineering, pricing, positioning, delivery, and scaling methodologies taught through a Program.

3.15 “Competing Offer”

“Competing Offer” means a course, membership, community, workshop, webinar, event, presentation, mastermind, coaching program, educational consulting deliverable, training product, or other educational offer, whether paid or free, that:

1.contains, distributes, reproduces, or is derived from Program Materials; or
2.uses or discloses Confidential Information in a manner that would permit a reasonable person to replicate, substitute for, reconstruct, or reverse-engineer the Program or the Company’s proprietary methods.

3.16 “Access Period”

“Access Period” means the entire time during which a Member has access to or participates in a Program, including:

initial access;
renewals;
extensions;
reinstatements;
complimentary extensions;
successor programs; and
continued access following a rebrand or migration.

3.17 “Purchase Terms”

“Purchase Terms” means the checkout page, order form, invoice, sales page incorporated at checkout, purchase confirmation, payment-plan disclosure, subscription disclosure, or separately signed agreement that identifies the price, payment schedule, access term, and paid core deliverables for a specific purchase.


4. RELATIONSHIP BETWEEN THESE TERMS AND OTHER PURCHASE DOCUMENTS

These Terms govern general Website use and all Services.

A specific purchase may also be governed by Purchase Terms. Purchase Terms are incorporated into these Terms by reference.

Where documents contain a direct conflict, the following order of precedence applies:

1.a separately negotiated and signed agreement expressly stating that it modifies these Terms;
2.the specific Purchase Terms presented and accepted at checkout;
3.a Program-specific written addendum;
4.these Terms; and
5.general informational or promotional materials.

A more specific provision controls over a more general provision concerning the same subject.

No email, direct message, sales-call statement, webinar comment, informal explanation, anticipated roadmap, or verbal statement modifies the written agreement unless an authorized Company representative expressly agrees to that modification in a written agreement intended to amend the applicable Purchase Terms.


5. WEBSITE LICENSE AND INTELLECTUAL PROPERTY

5.1 Ownership

All aspects of the Website and Services are owned by or licensed to the Company and are protected by United States and international copyright, trademark, trade-secret, and other intellectual-property laws.

Protected materials include:

website designs;
text;
logos;
trademarks;
trade names;
taglines;
metatags;
hashtags;
graphics;
photographs;
personal stories;
icons;
audio;
videos;
training sessions;
marketing methods;
software;
source code;
prompts;
downloads; and
Program Materials.

5.2 Limited Website License

Subject to your strict and continued compliance with these Terms, the Company grants you a revocable, limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the Website for its intended lawful purpose.

No ownership rights are transferred to you.

5.3 Restrictions

Except where the Company expressly authorizes otherwise, no Website or Service material may be:

copied;
reproduced;
downloaded;
scraped;
indexed;
republished;
displayed;
posted;
transmitted;
modified;
translated;
rented;
leased;
loaned;
sold;
assigned;
distributed;
sublicensed;
reverse engineered;
decompiled;
disassembled;
used to train a model;
used to create a competing product;
publicly performed;
publicly displayed; or
otherwise commercially exploited.

6. WEBSITE USER CONDUCT AND PROHIBITED USES

You shall not use or attempt to use the Website or Services in an unlawful, fraudulent, abusive, deceptive, disruptive, or harmful manner.

Prohibited conduct includes:

hacking or attempting unauthorized access;
introducing viruses, malware, malicious code, or harmful automation;
publishing unlawful, obscene, harassing, threatening, or defamatory material;
impersonating another person or entity;
submitting false identity, payment, or account information;
spamming or sending unsolicited communications;
scraping content using robots, spiders, crawlers, extensions, scripts, bots, or automated tools;
testing or bypassing Website security without written authorization;
interfering with another person’s use;
violating intellectual-property or privacy rights;
harvesting user information;
using the Services for illegal or deceptive activity;
using Company content to create a substitute or competing service; or
encouraging or assisting another person in prohibited conduct.

7. ACCOUNT REGISTRATION, IDENTITY, AND SECURITY

7.1 Accurate Information

You represent and warrant that all information submitted in connection with an account or purchase is truthful, current, and complete.

7.2 No Proxy Purchases or False Identity

A Member must purchase and participate for the Member’s own benefit and may not enroll:

under a false or misleading name;
through a fake account;
for another undisclosed person;
to obtain access for a Third Party;
as a proxy for a competitor; or
for the purpose of copying, investigating, monitoring, or extracting Program Materials.

The Company may suspend or terminate access without refund where it reasonably suspects proxy purchasing, false identity, account misuse, unauthorized sharing, or competitive intelligence activity.

7.3 Account Security

You are responsible for:

maintaining the confidentiality of your login credentials;
all activity occurring through your account;
using reasonable security measures;
logging out of shared devices; and
promptly notifying the Company of suspected unauthorized use.

Notice must be sent to legal@vyprmedia.com.

7.4 One Seat Means One Person

Unless the Purchase Terms expressly provide a team license, each purchase grants one seat to one individual.

Account credentials and access rights may not be shared.


8. PRIVACY AND PERSONAL INFORMATION

Your submission and the Company’s handling of personal information are governed by the Company’s Privacy Policy, available at:

www.vypruniversity.com/privacy

The Privacy Policy is incorporated by reference for matters concerning personal information.

The Company may use reasonable access logging, fraud-prevention measures, account monitoring, watermarking, attendance records, device information, and security controls to protect its Services, members, and intellectual property.

The Company may retain and disclose transaction records, access records, communications, signatures, support records, and delivery evidence where reasonably necessary to:

operate the Services;
investigate suspected misconduct;
respond to payment disputes;
enforce these Terms;
comply with law; or
protect legal rights.

9. PROGRAM PURCHASE AND DELIVERY ACKNOWLEDGMENT

9.1 Nature of the Program

A Member acknowledges that a Program may be a live, evolving coaching, training, education, strategy, community, and implementation-support experience rather than a fixed, pre-recorded course.

9.2 Methods of Delivery

Program value may be delivered through one or more of the following:

live coaching calls;
workshops;
office hours;
Q&A sessions;
community access;
posts;
comments;
direct messages;
email support;
recordings;
replays;
lessons;
templates;
frameworks;
examples;
research;
software;
artificial-intelligence tools;
demonstrations;
updates; and
other content or support made available through a Platform.

The Company is not required to deliver value through every method listed above unless the specific Purchase Terms expressly identify a method as a paid core deliverable.

9.3 Delivery Does Not Require Consumption

A Service is not undelivered merely because a Member:

does not attend;
misses a call;
does not log in;
does not read a post;
does not watch a replay;
does not download a file;
does not ask for support;
does not implement the training;
does not complete the Program;
chooses not to participate; or
does not obtain the Member’s desired result.

Providing or making access available constitutes delivery to the extent applicable to the particular Service.

9.4 Core Deliverables

The paid core deliverables for a specific purchase are those expressly identified in the applicable Purchase Terms.

Descriptions of possible future features, planned updates, anticipated tools, optional bonuses, roadmap items, examples, or informal previews are not paid core deliverables unless the Purchase Terms expressly designate them as such.

9.5 Rebrands and Platform Changes

The Company may:

rebrand or rename a Program;
migrate it to another domain or Platform;
reorganize content;
consolidate communities;
change delivery tools;
replace a third-party provider; or
provide access through a successor Program.

A reasonable rebrand, migration, or Platform change does not terminate these Terms, transfer ownership, or create a refund right.


10. ROADMAPS, PHASES, MODULES, AND RELEASE TIMING

Any roadmap, phase, module, week, timeline, preview, estimate, planned feature, projected date, release window, or sequencing discussion is provided for planning and educational context unless expressly guaranteed in the applicable Purchase Terms.

Unless the Purchase Terms state otherwise, such information is not:

a guaranteed delivery date;
a condition of purchase;
a representation that every item will be delivered in a particular order;
a promise that a Program will follow a fixed calendar; or
a refund or chargeback trigger.

The Company may reasonably:

modify;
rename;
reorganize;
combine;
separate;
delay;
accelerate;
replace;
update; or
resequence

Program phases, modules, calls, lessons, materials, bonuses, tools, and updates based on:

member needs;
instructional quality;
implementation experience;
technical requirements;
security;
legal requirements;
product development;
business operations;
staffing;
quality control; or
other legitimate operational considerations.

Nothing in this section permits the Company to intentionally misrepresent a paid core deliverable stated in the Purchase Terms or eliminates rights that cannot lawfully be waived.


11. LIVE CALLS AND SCHEDULING CHANGES

Live calls, coaching sessions, office hours, Q&A sessions, workshops, and events may be:

rescheduled;
combined;
moved;
extended;
shortened;
replaced;
postponed;
canceled; or
modified

because of availability, illness, emergencies, holidays, legal matters, technical problems, security concerns, attendance, staffing, business needs, or other operational reasons.

A scheduling change does not by itself constitute non-delivery and does not create a refund, credit, prorated return, or chargeback right.

Where reasonably practicable, the Company may provide a replacement session, alternate access, substitute content, an extension, or another reasonable accommodation. The specific form of accommodation remains within the Company’s reasonable discretion unless the Purchase Terms provide otherwise.


12. REPLAYS, RECORDINGS, AND CONVENIENCE MATERIALS

12.1 Replays Are Not Automatically Core Deliverables

Replays, recordings, transcripts, clips, summaries, and call archives are convenience materials unless the Purchase Terms expressly identify them as paid core deliverables.

The live session, coaching interaction, community participation, or other underlying access may constitute the core deliverable.

12.2 Availability

The Company may delay, edit, restrict, withhold, remove, or decline to provide a replay because of:

member privacy;
confidentiality;
legal concerns;
intellectual-property protection;
sensitive client information;
technical failure;
file corruption;
security;
moderation; or
operational considerations.

12.3 Consent to Program Recording

The Company may record live Program sessions after providing notice through the Platform, the meeting interface, or the session host.

By knowingly participating in a recorded session, the Member consents to the recording of the Member’s voice, screen name, chat contributions, and voluntary participation for Program administration, internal education, replay access, quality control, and documentation.

Public advertising use of an identifiable Member’s image, voice, or testimonial will be governed by Section 20 or separate consent, except where legally permitted or where information has been reasonably anonymized.

12.4 No Member Recording

A Member may not personally record, screen-record, capture, transcribe, download, or otherwise retain a live session or replay except with the Company’s express written permission.


13. BONUSES, TRIALS, TOOLS, SOFTWARE, AND BETA FEATURES

13.1 Optional Items

Any bonus, trial, software access, experimental feature, beta tool, AI tool, plugin, template, add-on, integration, or non-core feature is optional unless expressly identified in the Purchase Terms as a paid core deliverable.

13.2 Changes

Optional or bonus items may be:

modified;
delayed;
restricted;
usage-limited;
replaced;
rebranded;
suspended;
removed;
discontinued; or
made subject to additional terms.

Such changes do not create a refund, credit, damages claim, or chargeback right.

13.3 Beta and Experimental Tools

Beta, experimental, early-access, and artificial-intelligence tools may:

contain errors;
generate inaccurate output;
experience downtime;
change substantially;
be subject to usage limits;
require third-party accounts;
be unavailable in some locations; or
be discontinued.

The Member is responsible for reviewing and verifying outputs before relying on them.

13.4 Third-Party Technology

The Company does not control third-party platforms, hosting providers, payment processors, APIs, video services, AI providers, or integrations.

Temporary interruption or modification caused by a third party does not automatically constitute non-delivery where the Company has made reasonable efforts to provide access or an alternative.


14. FEES, PAYMENT AUTHORIZATION, SUBSCRIPTIONS, AND PAYMENT PLANS

14.1 Payment Authorization

By providing payment information, you authorize the Company and its payment processors to charge the stated amount, applicable taxes, and agreed installments or recurring charges.

You represent that:

you are authorized to use the payment method;
the billing information is accurate;
the transaction is authorized; and
the purchase is not being made with stolen, unauthorized, or fraudulently obtained payment credentials.

14.2 Payment Plans

Unless expressly described as a cancel-anytime monthly subscription, a payment plan is an installment arrangement for a single purchase and not a month-to-month purchase.

Stopping participation, losing access because of breach, requesting cancellation, changing payment cards, or failing to use the Program does not cancel the remaining payment obligation.

The Company may retry failed payments, update payment credentials through authorized processor services, suspend access, refer an unpaid balance for collection, or exercise other lawful remedies.

14.3 Subscriptions and Renewals

Where a Service renews automatically, the renewal price, frequency, and cancellation method will be disclosed at or before checkout.

Cancellation of a recurring subscription prevents future renewal charges after the effective cancellation date. It does not retroactively refund prior charges or convert previous access into a prorated purchase.

14.4 Taxes

You are responsible for applicable taxes, duties, levies, or similar governmental charges except taxes imposed directly on the Company’s net income.

14.5 Unpaid Amounts

Termination, suspension, or expiration of access does not eliminate accrued payment obligations.


15. ALL SALES FINAL AND NO REFUNDS

15.1 General Policy

Except where a specific written refund policy expressly states otherwise or where a refund is required by non-waivable law, all sales are final.

Program fees are non-refundable.

15.2 No Refund Events

No refund, credit, prorated return, or cancellation of a payment-plan balance will be provided because of:

dissatisfaction;
buyer’s remorse;
subjective expectations;
non-use;
partial use;
missed calls;
failure to log in;
failure to implement;
lack of desired results;
scheduling changes;
roadmap changes;
phase or module timing;
release timing;
delayed or unavailable bonuses;
replay timing or unavailability;
software changes;
beta-feature changes;
business difficulties;
financial hardship;
changes in the Member’s schedule;
loss of interest;
disagreement with coaching advice;
failure to complete the Program;
suspension or termination for breach;
proxy purchasing;
false identity;
unauthorized account sharing;
refusal or failure to accept required Program terms; or
a chargeback or payment dispute inconsistent with these Terms.

15.3 Access Before Full Consumption

Because access, intellectual property, community participation, live support, strategic information, and digital materials have immediate value and cannot be returned in the same manner as physical goods, a Member’s decision not to continue does not create a refund right.

15.4 Non-Waivable Rights

Nothing in these Terms limits refund or cancellation rights that cannot legally be waived.


16. CHARGEBACKS AND PAYMENT DISPUTES

16.1 Agreement Not to File Improper Disputes

After receiving access to a Program or Service, a Member agrees not to initiate, assist, encourage, or maintain a chargeback, payment reversal, or payment dispute based solely on:

dissatisfaction;
subjective expectations;
buyer’s remorse;
non-use;
partial use;
missed calls;
scheduling changes;
roadmap timing;
phase or module timing;
replay availability;
bonus timing;
software or beta-tool timing;
implementation delays;
failure to obtain desired results; or
circumstances expressly addressed by the accepted refund and delivery terms.

16.2 Written Notice Before a Payment Dispute

Before initiating a payment dispute, the Member agrees to contact the Company in writing at billing@vyprmedia.com or support@vypruniversity.com and provide:

the Member’s name;
purchase email;
transaction information;
the specific disputed issue;
supporting documents; and
a reasonable opportunity for the Company to investigate and respond.

This requirement applies only to the extent it does not cause the Member to lose a non-waivable statutory or card-network deadline.

16.3 Material Breach

A knowingly false, misleading, duplicative, or contractually inconsistent chargeback or payment dispute constitutes a material breach.

Examples include falsely claiming:

the transaction was unauthorized when the Member or an authorized person made it;
the Service was never provided when access records show delivery;
the Program was canceled when no valid cancellation occurred;
the Member did not participate when attendance or activity records show participation;
the Company promised a refund contrary to the written Purchase Terms; or
roadmap, bonus, replay, or scheduling changes constituted non-delivery where these Terms expressly state otherwise.

16.4 Company Response and Evidence

The Member authorizes the Company to provide relevant records to its payment processor, acquiring bank, card network, issuing bank, arbitration provider, attorney, insurer, or collection provider when reasonably necessary to respond to a payment dispute.

Relevant records may include:

checkout records;
acceptance records;
electronic signatures;
IP and device information;
invoices;
payment authorization;
access logs;
login history;
attendance records;
community activity;
posts;
comments;
direct messages;
support communications;
emails;
recordings;
delivery records;
signed agreements; and
other evidence concerning authorization, participation, delivery, or the dispute.

The Company will disclose only information reasonably related to the dispute or otherwise permitted by law.

16.5 Recovery of Improperly Disputed Amounts

If a Member initiates or maintains a payment dispute inconsistent with these Terms, the Company may seek, to the extent permitted by law:

the disputed amount;
unpaid installments;
chargeback fees;
processor fees;
collection expenses;
reasonable administrative and investigation costs;
arbitration or court costs;
reasonable attorneys’ fees where recoverable; and
other available damages or remedies.

16.6 Legitimate and Non-Waivable Disputes

Nothing in this section prevents a good-faith report or dispute involving:

actual unauthorized use;
identity theft;
fraud;
duplicate billing;
a material billing error;
rights that cannot be waived; or
another legally protected basis.

The Member must not knowingly misstate facts or omit material access, participation, or purchase information.


17. NO GUARANTEED RESULTS

17.1 Results Vary

Every Member and business is different. Results depend on factors outside the Company’s control, including:

business model;
market;
niche;
location;
experience;
existing authority;
resources;
staffing;
technical ability;
implementation;
effort;
timing;
consistency;
pricing;
offer quality;
competition;
market conditions;
search-engine changes;
artificial-intelligence platform changes; and
third-party decisions.

17.2 No Specific Outcome Promised

The Company does not promise, guarantee, or warrant:

revenue;
profit;
income;
sales;
rankings;
citations;
AI visibility;
search visibility;
traffic;
leads;
customers;
client retention;
conversion rates;
software performance;
implementation completion;
financing;
business growth;
recovery of an investment; or
any other business outcome.

17.3 No Leads or Referrals

Unless expressly stated in the Purchase Terms, the Company does not promise to provide sales leads, clients, referrals, employment, contracts, or business opportunities.

17.4 Not a Get-Rich-Quick or Guaranteed Business Opportunity

The Services are educational and informational.

They are not a franchise, guaranteed business system, employment arrangement, guaranteed investment, or “get rich quick” program.

A person should not purchase with an expectation of guaranteed earnings or automatic success.


18. MEMBER’S BUSINESS AND IMPLEMENTATION RESPONSIBILITIES

The Member is solely responsible for:

business decisions;
implementation;
legal compliance;
advertising claims;
customer contracts;
customer refunds;
subscriptions;
billing practices;
taxes;
licensing;
data handling;
privacy compliance;
employment practices;
intellectual-property clearance;
use of artificial intelligence;
cybersecurity;
professional advice;
and compliance with applicable laws and platform rules.

Company education is not individualized legal, tax, accounting, medical, investment, employment, cybersecurity, or financial advice.

The Member should obtain qualified professional advice where appropriate.

The Company is not liable for the Member’s violation of law, contractual obligation, platform rule, or third-party right.


19. NO RELIANCE ON INFORMAL STATEMENTS

The Member acknowledges that informal communications may include discussion, estimates, opinions, preliminary plans, examples, aspirations, and anticipated timelines.

Unless expressly incorporated into accepted Purchase Terms, none of the following modifies the written agreement:

a sales-call comment;
webinar statement;
livestream comment;
direct message;
community response;
email estimate;
roadmap discussion;
projected release date;
statement that something is “coming soon”;
verbal explanation;
preliminary preview; or
statement by a contractor, affiliate, guest, or other member.

The Member confirms that the purchase decision is based on the written Purchase Terms and not on an unincorporated promise.

This section does not waive a claim for intentional fraud or any right that cannot legally be waived.


20. TESTIMONIALS, REVIEWS, CONTRIBUTIONS, AND MEDIA

20.1 Testimonials and Reviews

Testimonials and reviews reflect individual experiences and do not guarantee that another person will obtain similar results.

The Company will not require a review to be positive as a condition of receiving an incentive where doing so would violate applicable law.

20.2 Voluntary Marketing Submissions

When a person voluntarily submits a testimonial, review, success story, photograph, video, or similar material specifically for marketing, publication, or promotional use, the person grants the Company a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to:

reproduce;
edit for length or clarity without materially changing the meaning;
publish;
display;
distribute;
advertise; and
create promotional excerpts from the submission.

Unless otherwise agreed, this license may include the person’s submitted name, business name, city, state, likeness, voice, and stated results.

The person represents that the submission is truthful and that the person has the right to provide it.

20.3 Private Program Contributions

Private Program posts, direct messages, coaching submissions, client information, and Member Confidential Information are not automatically treated as public marketing submissions merely because they were posted inside a private Program.

The Company may use private contributions internally to:

provide coaching;
moderate the community;
administer the Program;
protect members;
investigate violations;
improve the Service; or
maintain records.

Identifiable public marketing use will require separate permission or another lawful basis, except where the material has been reasonably anonymized or aggregated.

20.4 Suggestions and Product Feedback

Ideas, suggestions, feature requests, and general product feedback submitted to the Company may be used without compensation, provided the Company does not thereby obtain ownership of the Member’s pre-existing intellectual property or disclose protected Member Confidential Information.


21. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE WEBSITE, SERVICES, PROGRAMS, PLATFORMS, PROGRAM MATERIALS, SOFTWARE, TOOLS, ARTIFICIAL-INTELLIGENCE FEATURES, AND THIRD-PARTY INTEGRATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

THE COMPANY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF:

MERCHANTABILITY;
FITNESS FOR A PARTICULAR PURPOSE;
TITLE;
NON-INFRINGEMENT;
ACCURACY;
COMPLETENESS;
AVAILABILITY;
SECURITY;
COMPATIBILITY;
UNINTERRUPTED OPERATION; AND
ERROR-FREE PERFORMANCE.

The Company does not warrant that:

content will be complete or current at all times;
a Platform will remain uninterrupted;
software will be free from bugs;
AI outputs will be accurate;
a particular third-party integration will remain available;
errors will always be corrected; or
the Services will satisfy every subjective expectation.

Some jurisdictions do not allow particular warranty exclusions. In those jurisdictions, the exclusions apply only to the maximum extent permitted.


22. LIMITATION OF LIABILITY

22.1 Excluded Damages

To the maximum extent permitted by law, the Company and its owners, officers, directors, employees, affiliates, agents, contractors, licensors, instructors, and service providers shall not be liable for:

indirect damages;
incidental damages;
special damages;
exemplary damages;
punitive damages;
consequential damages;
lost profits;
lost revenue;
lost opportunities;
lost customers;
loss of goodwill;
lost data;
business interruption;
search-ranking changes;
platform penalties;
third-party account suspension; or
replacement-service costs.

This exclusion applies regardless of the legal theory and even if the possibility of damages was disclosed.

22.2 Liability Cap

To the maximum extent permitted by law, the aggregate liability of the Company arising from or relating to a claim shall not exceed the lesser of:

1.$1,000; or
2.the total amount actually paid by the claimant to the Company for the specific Service giving rise to the claim during the one-month period immediately preceding the event giving rise to liability.

22.3 Essential Basis

The limitations in this section are an essential basis of the parties’ agreement and allocation of risk.

22.4 Exceptions Required by Law

Nothing in these Terms excludes liability that cannot legally be excluded.


23. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the Company and its owners, directors, officers, employees, affiliates, licensors, agents, instructors, and contractors from claims, liabilities, judgments, damages, losses, penalties, fines, costs, and reasonable attorneys’ fees arising from:

your use or misuse of the Website or Services;
your breach of these Terms;
your violation of law;
your business practices;
your customer or client relationships;
your advertising or earnings claims;
your infringement of a third party’s rights;
content or information you submit;
unauthorized access through your account;
your use or disclosure of Program Materials;
your use of Confidential Information; or
conduct by a person to whom you improperly provided access or information.

The Company may control the defense of a claim subject to indemnification. You shall reasonably cooperate and may not settle a claim imposing liability or obligations on the Company without the Company’s written consent.


24. CONFIDENTIAL INFORMATION AND PROGRAM MATERIALS

24.1 High-Trust Environment

Programs may involve advanced methods, strategic discussions, member questions, business data, client information, demonstrations, and proprietary know-how.

Members must protect:

the Company’s intellectual property;
Confidential Information;
Program Materials;
Member Confidential Information; and
the integrity of the private community.

24.2 Confidential Compilations

Confidential Information includes the Company’s non-public:

selection;
compilation;
sequencing;
arrangement;
structure;
templates;
workflows;
examples;
implementation systems; and
combination of concepts.

Information does not lose protection merely because certain individual concepts are generally known or publicly discussed.

24.3 Derivatives and Rephrasings

Confidential Information includes notes, summaries, transcripts, outlines, rewrites, adaptations, translations, reconstructions, AI-generated reproductions, and near-verbatim derivatives that reveal or substitute for protected Program Materials or proprietary methods.

24.4 Public Promotions Do Not Waive Protection

The Company may publicly reference, summarize, demonstrate, preview, or “tease” concepts for educational or promotional purposes.

A limited public disclosure does not:

make all related Program Materials public;
waive confidentiality;
waive anti-piracy restrictions;
authorize redistribution;
grant a license to teach the Program; or
permit use in a Competing Offer.

25. EXCLUSIONS AND PERMITTED USES OF GENERAL SKILLS

25.1 Excluded Information

Confidential Information does not include information the Member can establish through reliable, contemporaneous evidence:

1.was lawfully possessed before receiving it from the Company;
2.became publicly available without a breach by the Member;
3.was independently developed without using or referring to Confidential Information; or
4.was lawfully received from a third party without violation of a confidentiality obligation.

Unsupported statements or after-the-fact reconstructions are insufficient to establish an exclusion.

25.2 Public Availability

Information is not considered publicly available merely because:

a high-level version was used in marketing;
an individual tactic is generally discussed;
certain components are common knowledge; or
another person has separately discussed a similar concept.

The Company’s non-public compilation, sequencing, templates, workflows, examples, and implementation system may remain protected.

25.3 General Skills Carveout

Nothing in these Terms prevents a Member from using general knowledge, skills, experience, and industry concepts that are generally known or lawfully learned.

The Member may apply legitimate skills in the Member’s own business and may provide services to clients.

The Member may not:

copy Program Materials;
reproduce proprietary templates;
distribute Confidential Information;
create substitute training;
disclose non-public methods; or
use protected material to create or support a Competing Offer.

25.4 No Copyright Expansion

A confidentiality exclusion does not grant a right to reproduce, distribute, publicly display, create derivatives of, or otherwise use copyrighted Program Materials.

25.5 Trade-Secret Whistleblower Immunity

Nothing in these Terms prohibits or restricts a person from:

making a good-faith report of suspected unlawful conduct to a government agency or law-enforcement authority;
communicating with an attorney for the purpose of reporting or investigating a suspected violation of law;
making a disclosure protected under applicable whistleblower law; or
using trade-secret information in a court filing made under seal as permitted by law.

26. PERMITTED CONFIDENTIAL DISCLOSURES

26.1 Attorneys and Accountants

A Member may disclose Confidential Information on a strict need-to-know basis to the Member’s attorneys and accountants who are bound by professional or written confidentiality duties.

26.2 Internal Employees

A Member may provide only the minimum Confidential Information reasonably necessary to an Internal Employee directly assisting with internal implementation, provided:

the employee has no account access;
the employee does not view streaming Program content;
the disclosure is permitted by these Terms;
the employee is bound by a sufficiently protective written confidentiality agreement; and
the Member remains responsible for the employee’s conduct.

Authorized Downloads may be shared with Internal Employees only as permitted in Section 27.

26.3 Compelled Disclosure

If a Member is legally compelled by subpoena, court order, law, or governmental request to disclose Confidential Information, the Member may disclose only the minimum required.

To the extent legally permitted, the Member shall:

promptly notify the Company in writing;
provide a copy of the request;
reasonably cooperate in seeking confidential treatment, a protective order, or filing under seal; and
use reasonable efforts to preserve confidentiality.

The Company will bear its own expenses associated with seeking protective relief unless the disclosure resulted from the Member’s breach.

26.4 Responsibility for Recipients

The Member remains responsible for a breach by any person to whom the Member disclosed Confidential Information.


27. LIMITED PROGRAM LICENSE AND AUTHORIZED DOWNLOADS

27.1 Single-User License

Subject to ongoing compliance, the Company grants the Member a limited, revocable, non-exclusive, non-transferable, non-sublicensable, single-user license to access the Program Materials solely for:

the Member’s personal learning; and
internal implementation within the Member’s own business.

27.2 Personal Notes

A Member may take written notes for personal learning and internal implementation.

Notes may not reproduce substantial portions of Program Materials or be distributed, sold, taught, published, or used as substitute Program content.

27.3 Authorized Downloads

A Member may download only materials expressly designated by the Company as downloadable, such as:

PDF workbooks;
designated templates;
JSON workflow files;
spreadsheets; or
other expressly downloadable resources.

Videos, recordings, replays, call archives, livestreams, and view-only content are not Authorized Downloads unless expressly stated.

27.4 Sharing Authorized Downloads Internally

Authorized Downloads may be shared only with Internal Employees who:

need the material for internal implementation;
have no access to the Member’s Program account;
are bound by written confidentiality terms; and
use the material solely for the Member’s business.

Authorized Downloads may not be forwarded, uploaded, published, resold, or shared with:

contractors;
agencies;
Virtual Assistants;
consultants;
clients;
communities;
partners;
other Program members; or
public or private audiences.

27.5 Employee Access to Videos and Calls

An Internal Employee may not access, watch, listen to, or view Program videos, calls, replays, or recordings through:

the Member’s account;
shared credentials;
screen sharing;
a shared room;
a recorded copy; or
any other method.

Each person requiring direct Program access must obtain a separate seat or a written team license.


28. INTERNAL SOPS AND IMPLEMENTATION

A Member may create internal SOPs, checklists, instructions, or operational documentation for the Member’s own business based on the Member’s learning.

Such internal documents must not:

contain substantial verbatim Program Materials;
disclose Confidential Information;
reproduce proprietary templates without authorization;
reveal the Program’s protected sequencing or implementation system;
substitute for the Program;
be sold or distributed;
be provided as audience-facing education; or
be used in a Competing Offer.

Internal operational documents remain subject to the confidentiality and non-use restrictions in these Terms.

A Member may train Internal Employees using the Member’s own lawful, independently written instructions, provided the training does not disclose or reproduce Program Materials or Confidential Information.


29. PROHIBITED PROGRAM CONDUCT

A Member shall not, directly or indirectly:

1.

download, copy, rip, record, screenshot, screen-record, photograph, capture, transcribe, reproduce, archive, store, or retain Program Materials except for Authorized Downloads and permitted personal notes;

2.

share, resell, forward, upload, publish, distribute, display, transmit, or otherwise make Program Materials or Confidential Information available to a Third Party;

3.

provide Program Materials through an SEO group, AI group, course, membership, mastermind, community, workshop, webinar, event, podcast, livestream, social-media account, private group, or direct message;

4.

adapt, translate, summarize, repackage, or create derivative educational material for redistribution;

5.

provide “tips,” rewritten summaries, or disguised sharing that reveals or substitutes for protected content;

6.

use Program Materials or Confidential Information to create, teach, market, sell, deliver, improve, or support a Competing Offer;

7.

present the Company’s Confidential Information as the Member’s own proprietary method;

8.

participate in a presentation, workshop, summit, podcast, panel, guest training, interview, or event in which the Member communicates Program Materials or protected Confidential Information;

9.

share account credentials;

10.

permit a Third Party to attend a live class or call;

11.

share Zoom links, meeting IDs, passcodes, livestream links, access URLs, or replay links;

12.

allow a Third Party to watch by screen sharing, shared-room viewing, remote access, or another indirect method;

13.

bypass or attempt to bypass access controls, security systems, content protections, download restrictions, watermarks, or technical controls;

14.

use bots, scripts, extensions, scraping tools, browser tools, automation, recorders, or monitoring software to extract Program content;

15.

remove, obscure, manipulate, or bypass watermarking, attribution, identification, or access logging;

16.

use false accounts or proxy purchasers to obtain additional access;

17.

solicit another member to leak, copy, or provide Program Materials;

18.

knowingly receive or use an unauthorized copy;

19.

conceal, falsify, or destroy required evidence after receiving a preservation notice, subject to the remediation provisions below; or

20.

assist or encourage another person in any prohibited conduct.


30. ARTIFICIAL INTELLIGENCE, RECORDING, AND EXTRACTION RESTRICTIONS

Without the Company’s prior express written permission, a Member shall not:

upload;
paste;
input;
submit;
transmit;
index;
embed; or
otherwise expose

Program Materials or Confidential Information to a third-party:

artificial-intelligence system;
large language model;
chatbot;
transcription provider;
note-taking bot;
meeting assistant;
training dataset;
vector database;
content-generation tool; or
similar automated system.

A Member shall not use AI or automation to:

reconstruct Program content;
rewrite protected material for distribution;
generate substitute lessons;
create a competing curriculum;
extract prompts or templates;
reproduce non-public sequencing;
summarize recordings for others;
create audience-facing derivatives; or
conceal the source of copied material.

This restriction does not prohibit ordinary use of AI for the Member’s own independent business work where no Program Materials or Confidential Information are uploaded, revealed, or reproduced.


31. COMMUNITY CONFIDENTIALITY AND MEMBER INFORMATION

The Member shall treat Member Confidential Information as confidential.

The Member shall not publicly or privately disclose another member’s:

niche;
website;
domain;
keywords;
targeting;
strategy;
pricing;
offer;
positioning;
analytics;
revenue;
results;
customer information;
campaign;
access credentials;
screenshots;
challenges;
identity; or
other sensitive business information.

The Member shall not take screenshots of private community posts or messages for distribution outside the Program.

Member Confidential Information may be used only for the limited purpose for which it was disclosed within the Program.

The Member must promptly notify legal@vyprmedia.com upon discovering a leak or unauthorized access.


32. CLIENT INFORMATION AND NON-SOLICITATION

Members may disclose client information inside a Program solely to obtain coaching or support.

Client names, domains, contact information, analytics, credentials, campaign information, proposals, pricing, and other client-related information disclosed by another member constitute “Disclosed Client Information.”

A Member shall not use Disclosed Client Information to:

contact;
solicit;
market to;
advertise toward;
pitch;
obtain business from; or
interfere with

another member’s client or prospective client.

A Member shall not encourage such a client to terminate, reduce, or change its relationship with the other member.

This restriction does not apply where the Member can establish through contemporaneous records that:

1.

the Member had a documented pre-existing relationship with the client before receiving the Disclosed Client Information;

2.

the client independently contacted the Member without prompting, targeting, or use of Disclosed Client Information; or

3.

the opportunity was publicly known and was not learned through the Program or another member.

This section restricts misuse of confidential client information and is not a general prohibition against lawful competition.


33. NO THIRD-PARTY ACCESS; TEAM, CONTRACTOR, AND VA RESTRICTIONS

33.1 Individual Access

Program access is limited to the individual Member.

One seat equals one person unless a written team license states otherwise.

33.2 No Contractor or VA Access

The Member may not give any contractor, agency, consultant, freelancer, Virtual Assistant, partner, spouse, friend, or other Third Party:

login credentials;
account access;
live-call access;
replay access;
screen-shared access;
copied recordings;
view-only Program Materials; or
unauthorized Program files.

33.3 Approved Internal Contractor Carveout

An Approved Internal Contractor may receive high-level operational instructions that do not:

disclose Program Materials;
disclose Confidential Information;
provide proprietary templates;
reveal protected sequencing; or
permit reconstruction of the Program.

The Company may revoke this limited carveout in writing if it reasonably determines that it creates a confidentiality or leakage risk.

33.4 Team Licenses

A team license must be expressly approved in writing and may be subject to:

additional fees;
named-seat requirements;
access restrictions;
separate confidentiality acceptance; and
limitations stated in the team-license terms.

34. TERM, SURVIVAL, RETURN, AND DESTRUCTION

34.1 Continuing Obligations

These Terms remain effective throughout the Member’s Access Period.

Confidentiality, intellectual-property, non-use, payment, dispute-resolution, limitation-of-liability, indemnification, evidence-preservation, and enforcement provisions survive termination to the extent necessary to accomplish their purposes.

34.2 Duration of Confidentiality

Confidentiality and non-use obligations continue for as long as the applicable Confidential Information remains non-public through lawful means and without breach.

Copyright, ownership, and restrictions against unauthorized copying remain applicable for the duration provided by law.

34.3 Cessation of Access

Upon termination, expiration, or the Company’s written request, the Member shall stop accessing the Program and shall not attempt to regain access through another account or person.

34.4 Return or Destruction

Upon request or termination for breach, the Member shall permanently delete or destroy:

unauthorized downloads;
copied videos;
recordings;
transcripts;
screenshots;
exports;
replay files;
copied templates;
unauthorized archives; and
verbatim or near-verbatim reproductions.

The Member may retain lawful personal notes and independently created internal operational documents only if they do not reproduce or disclose protected material. Retained documents remain subject to these Terms.


35. PRIOR UNAUTHORIZED COPYING OR DISCLOSURE AND REMEDIATION

If a Member has at any time:

captured;
downloaded;
copied;
recorded;
transcribed;
stored;
retained;
uploaded;
distributed; or
disclosed

Program Materials or Confidential Information in a manner not permitted by these Terms, the Member shall immediately:

1.

stop the prohibited activity;

2.

permanently delete or destroy unauthorized copies in the Member’s possession, custody, or control;

3.

use commercially reasonable efforts to remove the materials from websites, storage systems, AI tools, recipients, contractors, and other locations;

4.

request that recipients delete the material;

5.

cease using any derivative created from the material;

6.

preserve a lawful paper trail concerning what occurred without retaining unauthorized Program files; and

7.

upon request, provide a written certification describing the remediation and identifying where the material was stored or shared.

The Member must promptly disclose a known violation to legal@vyprmedia.com.

The Company’s prior decision to continue access, accept payment, or delay enforcement does not waive an earlier breach.


36. MONITORING, INVESTIGATION, AND EVIDENCE PRESERVATION

36.1 Security Measures

The Member acknowledges that the Company may use:

access logs;
attendance logs;
login records;
device and IP information;
watermarks;
individualized links;
download controls;
community records;
fraud-prevention systems; and
other reasonable technical measures.

36.2 Investigation

Where the Company reasonably suspects a violation, it may:

review relevant account activity;
preserve Platform records;
request an explanation;
request identification information;
suspend access;
contact relevant Platforms;
issue a preservation request; and
take reasonable steps to prevent continuing harm.

36.3 Evidence Preservation

After receiving written notice of a suspected violation or a preservation request, the Member shall preserve a reasonable paper trail needed to understand what occurred, including relevant:

emails;
messages;
URLs;
dates;
recipient information;
screenshots of locations where material was posted;
takedown communications; and
an accounting of where materials were stored or shared.

The Member shall not:

falsify records;
conceal recipients;
misrepresent what occurred;
delete relevant communications for the purpose of obstructing an investigation; or
instruct others to conceal evidence.

This section does not require the Member to preserve unauthorized copies of Program Materials. Unauthorized files should be deleted in accordance with Section 35 while preserving non-infringing evidence of the event.


37. SUSPENSION AND TERMINATION

37.1 Company Rights

The Company may suspend, restrict, or terminate access where it reasonably believes that a person:

violated these Terms;
shared an account;
infringed intellectual property;
threatened community safety;
harassed another member;
submitted false identity or payment information;
initiated a knowingly improper chargeback;
failed to make a required payment;
compromised security;
misused Confidential Information;
refused required Program terms; or
engaged in conduct harmful to the Company, a member, or the Program.

37.2 Investigation Suspension

The Company may immediately suspend access during an investigation where continued access could risk:

further disclosure;
destruction of evidence;
unauthorized copying;
account misuse;
member harm; or
ongoing security compromise.

Where reasonable, the Company will provide notice and an opportunity to respond.

If the Company concludes that no material violation occurred, it will restore access and may extend the Access Period for the suspension period where appropriate.

37.3 Effect of Termination

Termination for breach may result in:

loss of remaining access;
forfeiture of the remaining Program term;
removal from the community;
cancellation of licenses;
continued responsibility for unpaid installments; and
no refund.

37.4 Failure to Accept Required Terms

The Company may condition access on acceptance of current Program confidentiality, security, payment, or use terms.

Failure to accept required terms may result in denial or revocation of access, subject to the Purchase Terms and applicable law.


38. INJUNCTIVE RELIEF, DAMAGES, AND ENFORCEMENT COSTS

38.1 Irreparable Harm

The Member acknowledges that unauthorized disclosure, copying, distribution, publication, or competitive use of Program Materials or Confidential Information may cause immediate and irreparable harm for which monetary damages alone may be inadequate.

The Company may seek temporary, preliminary, emergency, or permanent injunctive and equitable relief in addition to other remedies.

38.2 Emergency Relief

The Company may seek emergency relief in any court of competent jurisdiction where reasonably necessary to prevent or stop:

piracy;
unauthorized publication;
dissemination of trade secrets;
account compromise;
misuse of Member Confidential Information;
infringement; or
continuing disclosure.

Seeking emergency relief does not waive the obligation to arbitrate other claims subject to Section 39.

38.3 Bond or Undertaking

To the maximum extent permitted by applicable law and procedural rules, the Member waives any requirement that the Company post a bond, undertaking, or other security as a condition of injunctive relief.

If security is required, the Member agrees not to oppose a request that it be set at a nominal or minimum lawful amount, except to the extent the Member has a non-waivable right to object.

38.4 Infringement Events

Each separate unauthorized disclosure, upload, distribution, public sharing, sale, or teaching event may constitute a separate material breach.

Available remedies may include:

actual damages;
statutory damages where available;
lost sales;
lost licensing value;
disgorgement of profits;
diminution in Program value;
investigation costs;
enforcement costs;
harm to member trust;
harm to goodwill;
injunctive relief; and
other remedies available at law or in equity.

38.5 Attorneys’ Fees and Costs

To the extent permitted by law, the Company may recover reasonable attorneys’ fees and costs when it prevails in an action or proceeding to:

stop infringement or unauthorized disclosure;
enforce confidentiality obligations;
recover improperly disputed payments;
address fraud or account theft; or
enforce an arbitration award.

Except as provided above, required by statute, authorized by an arbitrator, or stated in the applicable Purchase Terms, each party bears its own attorneys’ fees.


39. MANDATORY ARBITRATION AND CLASS-ACTION WAIVER

39.1 PLEASE READ CAREFULLY

THIS SECTION REQUIRES MOST DISPUTES TO BE RESOLVED THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION RATHER THAN A COURT OR JURY TRIAL.

IT ALSO PROHIBITS CLASS, COLLECTIVE, CONSOLIDATED, AND REPRESENTATIVE PROCEEDINGS TO THE MAXIMUM EXTENT PERMITTED BY LAW.

39.2 Informal Dispute Notice

Before filing arbitration, a party shall send the other party a written notice describing:

the party’s name and contact information;
the relevant account or purchase;
the facts supporting the dispute;
the specific relief requested; and
supporting documents reasonably available.

Notices to the Company must be sent to legal@vyprmedia.com with the subject line “Notice of Dispute.”

The parties shall attempt in good faith to resolve the matter for at least thirty days after receipt.

This requirement does not prevent either party from seeking emergency injunctive relief or filing before expiration of a limitation period where necessary to preserve a claim.

39.3 Agreement to Arbitrate

Except for matters expressly excluded below, any dispute, claim, or controversy arising out of or relating to:

the Website;
Services;
a Program;
a purchase;
payment;
access;
delivery;
these Terms;
Purchase Terms;
Program Materials;
Confidential Information;
termination;
marketing;
communications; or
the parties’ relationship

shall be resolved through final and binding individual arbitration administered by the American Arbitration Association.

39.4 Applicable AAA Rules

Where the transaction is legally classified as a consumer agreement, arbitration will proceed under the AAA Consumer Arbitration Rules and Mediation Procedures.

Where the transaction is a business-to-business or other commercial agreement, arbitration will proceed under the AAA Commercial Arbitration Rules and Mediation Procedures.

The applicable rules in effect when the arbitration is filed are incorporated into this section, subject to mandatory law.

39.5 Fees

Arbitration fees will be allocated according to the applicable AAA rules and mandatory law.

The Company will pay fees it is required to pay under applicable consumer arbitration rules or law.

Each party remains responsible for its own attorneys’ fees except where:

a statute provides otherwise;
these Terms expressly authorize recovery;
the arbitrator determines a claim or defense was frivolous or brought in bad faith; or
another lawful basis exists.

39.6 Location and Method

Arbitration may be conducted:

by video conference;
by telephone;
through document submission; or
in person.

Unless applicable consumer rules or law require otherwise, an in-person arbitration shall occur in Erie County, New York.

The arbitrator may permit remote participation to reduce burden and expense.

39.7 Arbitrator’s Authority

The arbitrator may award any individual relief available in court, subject to these Terms and applicable law.

The arbitrator shall issue a reasoned written award upon request.

Judgment on the award may be entered in any court having jurisdiction.

39.8 Excluded Matters

Either party may bring an individual action in an eligible small-claims court where the claim remains within that court’s jurisdiction.

The Company may seek temporary, preliminary, or emergency injunctive relief in court to protect:

intellectual property;
trade secrets;
Confidential Information;
Member Confidential Information;
account security; or
Program access controls.

A court may also hear proceedings to:

compel arbitration;
stay litigation;
confirm an award;
modify or vacate an award; or
enforce an arbitration judgment.

39.9 Jury-Trial Waiver

For any dispute permitted to proceed in court, each party knowingly and voluntarily waives the right to a jury trial to the maximum extent permitted by law.

39.10 Class-Action Waiver

All disputes must be brought solely in an individual capacity.

Neither party may bring or participate in a:

class action;
collective action;
consolidated action;
coordinated representative proceeding;
private attorney-general action; or
proceeding seeking relief on behalf of unrelated third parties,

except where such a waiver is prohibited by non-waivable law.

An arbitrator may award relief only to the individual party seeking relief and only to the extent necessary to resolve that party’s individual claim.

39.11 Severability of Arbitration Provisions

If a portion of this arbitration section is held unenforceable, the remainder remains effective to the maximum extent possible.

If the class-action waiver is held unenforceable as to a particular claim and cannot be severed from that claim, that claim shall proceed in court rather than class arbitration, unless applicable law requires otherwise.

39.12 No Restriction on Government Reports

Nothing in this section prevents a person from reporting a matter to a government agency or cooperating with a lawful government investigation.


40. GOVERNING LAW AND COURT VENUE

These Terms and all matters arising from them are governed by the laws of the State of New York, without regard to conflict-of-law principles, and by applicable federal law.

For any court proceeding permitted under these Terms, the parties consent to personal jurisdiction and exclusive venue in the state or federal courts located in Erie County, New York, except:

where applicable law prohibits exclusive venue;
where an eligible small-claims case is properly filed elsewhere;
where emergency relief must be sought in another court with jurisdiction over the person or property involved; or
where enforcement of an arbitration award is permitted in another jurisdiction.

Each party waives an objection based on inconvenient forum to the maximum extent permitted by law.


41. COPYRIGHT NOTICE AND TAKEDOWN REQUESTS

If you believe material on the Website infringes your copyright, send a written notice containing sufficient information to identify:

the copyrighted work;
the allegedly infringing material;
the location of the material;
your contact information;
a good-faith statement;
a statement under penalty of perjury concerning the accuracy of the notice and your authority; and
your physical or electronic signature.

Send notices to:

VYPRMEDIA, LLC dba VyprUniversity.comEmail:legal@vyprmedia.comSubject: Copyright Takedown Notice

Knowingly submitting a false infringement notice may create legal liability.


42. THIRD-PARTY WEBSITES, PLATFORMS, AND SERVICES

The Website and Services may contain links to or rely on third-party:

websites;
payment processors;
communities;
video platforms;
hosting providers;
APIs;
software;
AI systems;
plugins;
applications; and
service providers.

The Company does not control and is not responsible for third-party:

content;
availability;
terms;
privacy practices;
security;
changes;
account decisions; or
performance.

Use of a third-party service may be subject to that provider’s separate terms.

A link or integration does not constitute an endorsement unless expressly stated.


43. FORCE MAJEURE

The Company is not responsible for delay, interruption, rescheduling, modification, or failure caused by circumstances beyond its reasonable control, including:

natural disasters;
severe weather;
fire;
flood;
epidemic or pandemic;
war;
terrorism;
civil unrest;
government action;
labor dispute;
power outage;
internet failure;
cyberattack;
Platform outage;
payment-processor disruption;
illness;
death or family emergency;
third-party service interruption;
supply-chain disruption; or
other events beyond reasonable control.

The Company may provide an extension, substitute delivery method, replacement session, rescheduling, or other reasonable accommodation where practicable.


44. ASSIGNMENT

The Company may assign or transfer these Terms, its rights, or its obligations in connection with:

a merger;
acquisition;
sale of assets;
reorganization;
financing;
affiliate transaction;
brand transfer; or
business succession.

You may not assign, transfer, sublicense, or delegate your rights or access without the Company’s prior written consent.

An unauthorized assignment is void.


45. ELECTRONIC COMMUNICATIONS AND SIGNATURES

You consent to receiving agreements, notices, disclosures, invoices, records, and communications electronically.

Electronic communications may be provided through:

email;
the Website;
a checkout page;
an account dashboard;
a Platform;
an electronic-signature provider; or
another reasonable electronic method.

An electronic signature, checked box, acceptance process, typed name, account action, or other electronic act adopted with intent to accept has the same force and effect as a handwritten signature to the extent permitted by law.

You are responsible for maintaining a valid email address and saving copies of relevant records.


46. CHANGES TO THESE TERMS

The Company may update these Terms by posting a revised version and updating the “Last Updated” date.

Changes relating to general Website use become effective when posted unless a later date is stated.

Material changes affecting an existing paid Program purchase will apply prospectively and will not retroactively eliminate accrued rights or create new liability for conduct completed before the change without legally sufficient notice and acceptance.

The Company may require renewed acceptance before continued access to a Program, renewal, reinstatement, new cohort, new feature, or new purchase.

Continued use after legally sufficient notice and the effective date constitutes acceptance where permitted by law.

A modification to the arbitration section will not apply to a dispute for which the Company received a formal written Notice of Dispute before the modification’s effective date, unless both parties agree otherwise.


47. NO WAIVER

A failure or delay by the Company in exercising a right does not waive that right.

A waiver must be in writing and signed by an authorized Company representative.

Acceptance of payment, continued access, attempted informal resolution, or a decision not to enforce a provision on one occasion does not waive:

a prior breach;
a future breach;
another provision; or
the Company’s ability to enforce the same provision later.

48. SEVERABILITY

If any provision is held invalid, unlawful, or unenforceable:

the provision shall be enforced to the maximum lawful extent;
it may be narrowed where legally permissible; and
the remaining provisions remain in full force.

The parties intend each confidentiality, intellectual-property, payment, limitation-of-liability, arbitration, and class-waiver provision to be severable except where these Terms expressly state otherwise.


49. ENTIRE AGREEMENT AND ORDER OF PRECEDENCE

These Terms, together with:

the applicable Purchase Terms;
any separately signed agreement expressly incorporated into the purchase;
the Privacy Policy;
checkout acknowledgments;
a Program-specific addendum; and
other policies expressly incorporated by reference

constitute the entire agreement concerning:

Website use;
purchases;
payments;
subscriptions;
payment plans;
Program access;
delivery;
refunds;
chargebacks;
roadmap and scheduling expectations;
software and bonuses;
confidentiality;
intellectual property;
use of Program Materials;
dispute resolution; and
the parties’ relationship.

They supersede prior or contemporaneous oral or informal understandings concerning the same subject.

Where a direct conflict exists, the order of precedence in Section 4 applies.

No provision will be interpreted to release a previously accrued obligation, confidentiality duty, payment obligation, infringement claim, or existing breach unless the release is express and in writing.


50. NO PARTNERSHIP, AGENCY, OR EMPLOYMENT

Nothing in these Terms creates:

a partnership;
joint venture;
franchise;
fiduciary relationship;
employment relationship;
agency;
distributorship; or
authority for one party to bind the other.

The Member is an independent business owner or participant responsible for the Member’s own actions and decisions.


51. NOTICES AND CONTACT INFORMATION

Questions concerning the Website or Services may be directed to:

VYPRMEDIA, LLC dba VyprUniversity.com

General Support:support@vypruniversity.comBilling and Payment Issues:billing@vyprmedia.comLegal, Confidentiality, and Infringement Notices:legal@vyprmedia.com

Formal notices to the Company must be sent by email to legal@vyprmedia.com unless these Terms expressly provide another method.

The Company may provide notice to you through:

the email address associated with your purchase or account;
a Website posting;
a Platform announcement;
an account notification; or
regular mail where appropriate.

Notice by email is effective when sent unless the sender receives an automated notice showing that delivery failed.


52. CHECKOUT ACKNOWLEDGMENTS

The following acknowledgments may be presented as separate required checkboxes at checkout or before Program access.

52.1 All-Sales-Final Acknowledgment

I understand that all sales are final except where otherwise expressly stated in writing or required by law. I understand that dissatisfaction, non-use, partial use, missed calls, subjective expectations, roadmap timing, scheduling changes, replay timing, bonus timing, software changes, and failure to obtain desired results do not create a refund or cancellation right.

52.2 Program Delivery Acknowledgment

I understand that the Program may deliver value through live coaching, training, community access, support, posts, messages, recordings, frameworks, templates, software, and phased materials. I understand that not every delivery method is guaranteed unless expressly listed as a paid core deliverable in my Purchase Terms.

52.3 Roadmap, Bonus, Replay, and Software Acknowledgment

I understand that roadmaps, phases, modules, timelines, bonuses, replays, beta tools, AI tools, and software features may be modified, delayed, reorganized, replaced, limited, or discontinued as described in the Terms.

52.4 Payment-Plan Acknowledgment

I understand that, unless expressly described as a cancel-anytime subscription, a payment plan is an installment arrangement for one purchase and that discontinuing participation does not cancel the remaining installment obligation.

52.5 Chargeback Acknowledgment

I agree to contact VYPRMEDIA, LLC in writing and provide a reasonable opportunity to investigate and respond before initiating a payment dispute, to the extent doing so does not cause me to lose a non-waivable deadline. I understand that knowingly submitting a false or contractually inconsistent chargeback may constitute a material breach.

52.6 Confidentiality and Single-User Acknowledgment

I understand that my access is a single-user license. I will not share my login, calls, replays, Program Materials, Confidential Information, or another member’s private business information with any unauthorized person, employee, contractor, agency, Virtual Assistant, group, AI system, or other Third Party.

52.7 Arbitration Acknowledgment

I have read and agree to the mandatory individual arbitration, jury-trial waiver, and class-action waiver contained in the Terms.


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