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Unstuck Me Club

Membership Agreement

 

This Agreement is made between On It Virtual Services (hereinafter referred to as “The Company”), co-owned by Chelsey Bernhard and Malva Gasowski, and the individual purchasing a membership (hereinafter referred to as “The Member”). By completing the purchase, The Member agrees to the terms outlined in this Agreement and to engage with and utilize the services provided by The Company through its online platform, Unstuck Me Club (hereinafter referred to as “The Club”). The purpose of this membership is to provide The Member with specialized consulting and tech support services designed to help create, grow, and scale The Member’s online business.

 

Membership Terms and Conditions

 

Membership Fee

Membership with The Club requires the payment of a fee, which grants The Member access to exclusive services and resources provided by The Company. The specific fee amount and payment frequency are determined at the time of purchase as agreed upon by The Member during the checkout process.

 

Members are responsible for ensuring that payments are made on time according to the terms specified during checkout. Failure to comply with these payment terms may result in suspension or termination of membership.

 

Membership Inclusions

The specific inclusions and benefits of The Club are subject to change and may vary depending on when The Member purchases their membership. The list of inclusions available at the time of purchase will be clearly provided on the checkout page prior to completing the purchase. The Company reserves the right to modify, add, or remove inclusions at any time without prior notice.

 

By agreeing to this membership, The Member acknowledges that the inclusions may change over time and that they are not entitled to any specific services or benefits beyond those available at the time of purchase. If The Member is dissatisfied with the inclusions, they are free to cancel their membership at any time through the member portal.

 

Each Member is entitled to one (1) Welcome Unstuck Me Call upon their first enrollment in The Club. This is a one-time benefit and will not be offered again if The Member cancels and later re-enrolls. This policy is in place to prevent repeated access to the same benefit through multiple sign-ups. The Company reserves the right to deny additional Welcome Unstuck Me Calls to returning Members and shall not be held liable for any perceived loss of value resulting from this policy.

 

The Member agrees that The Company shall not be held liable for any changes to the inclusions and waives any right to pursue legal action related to such changes.

 

No Refunds Policy

Membership fees for The Club are generally non-refundable. However, members may request a refund within 7 days of making a payment if they intended to cancel their membership prior to billing. Requests for refunds must be submitted in writing to The Company within this 7-day period. No refunds will be issued for requests made beyond 7 days after receipt of payment or within the 7-day period after payment if The Member took part in 1 or more live calls or utilized any of the membership services This policy ensures fairness while providing a brief period for The Member to rectify any unintended payments.

 

Late Payment Policy

Membership fees are automatically withdrawn from The Member's registered credit card. If a charge is unsuccessful, the credit card company will attempt to process the payment several times over a 7-day period. If payment remains unsuccessful after these attempts, membership access and associated benefits will be automatically revoked. To maintain uninterrupted membership access, The Member must update their payment details and resolve any outstanding payments within this 7-day window.

 

Membership Pause Policy

The Company offers The Member the option to pause their membership once per calendar year for a duration of up to three (3) consecutive months. A “calendar year” refers to January 1 through December 31. During a pause, The Member’s access to The Club and its services will be temporarily suspended, but their membership rate will be preserved and automatically resume at the end of the selected pause period.

 

The pause must be requested in writing and confirmed by The Company prior to the upcoming billing date. Once a pause begins, it cannot be reversed or extended beyond the three-month maximum. If The Member chooses to resume their membership before the end of the pause period, that still counts as their one pause for the calendar year.

 

Additional pause requests within the same calendar year will not be granted. If The Member requires a longer break or does not wish to resume within the permitted time frame, they must cancel their membership, and re-enrollment will be subject to the current membership rate at the time of rejoining.

 

Access to Member Accounts

As part of the Membership services provided by The Company, it may be necessary for The Company to obtain administrative username and password information to access The Member's Kajabi account. This access enables The Company to perform support services directly within The Member’s Kajabi account.

Reason for Access

The Company requires access to The Member's Kajabi account to efficiently provide specific online services and support that are integral to the Membership benefits.

Security and Retention of Access

To ensure the security of The Members’ login information, all administrative credentials will be stored securely using the password management platform, LastPass. Access to The Member’s Kajabi account is granted exclusively to vetted team members—our subcontractors—who are directly involved in providing support services to The Member. The Company will retain access to The Member’s Kajabi account only for the duration of The Member’s active membership or while any active project services are being provided.

Revocation of Access

Upon the conclusion of The Member’s active membership or any active project, it is the responsibility of The Member to revoke The Company’s access to their Kajabi account within 7 days. The Company will not be liable for any unauthorized access, use, or data breaches that may occur if The Member fails to revoke access within this 7-day period.

Responsibility and Liability

The Company commits to using The Member's account information solely for the purpose of delivering the agreed-upon services and will not use the information for any unauthorized purposes. The Company will take all reasonable measures to protect the information from unauthorized access or use. All terms applicable to The Company under this Agreement shall also extend to its vetted team members (subcontractors).

 

Usage Rights

Members of The Club are granted a non-exclusive, non-transferable, revocable license to access and use the services and resources provided by The Company strictly in accordance with this Agreement. This license includes the ability to utilize the provided content and tools for The Member’s personal or business use, as outlined during the signup process.

 

The Member is prohibited from using any of the content or services provided by The Company for any purpose that is unlawful or prohibited by these terms. This includes, but is not limited to, any use that could damage, disable, overburden, or impair any company services, or interfere with any other party's use and enjoyment of any company services. 

 

The Company reserves the right to revoke this license at any time, should The Member fail to comply with the terms of this Agreement.

 

Prohibited Content

Members of The Club are prohibited from uploading, sharing, or otherwise distributing content that:

 

  • Is illegal, threatening, defamatory, abusive, harassing, degrading, intimidating, fraudulent, deceptive, invasive, racist, or contains any type of suggestive, inappropriate, or explicit language;
  • Infringes on any trademark, patent, trade secret, copyright, or other proprietary rights of any party;
  • Contains any type of unauthorized or unsolicited advertising;
  • Imitates or pretends to be someone else, or misrepresents the identity, affiliation, or connection of the user with a person or entity;
  • Contains viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another.

 

The Company reserves the right to take appropriate legal actions and terminate access for uploading such materials in breach of these terms.

 

Relationship of Parties

The relationship between The Company and The Member is that of independent contractors. This Agreement does not create any partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. The Member is not an agent of The Company and is not authorized to make any representation, contract, or commitment on behalf of The Company unless specifically requested and authorized in writing by The Company.

 

The Member is responsible for their own business decisions and expenses, and is not entitled to any employee benefits provided by The Company to its subcontractors or employees. Each party acknowledges that they are solely responsible for their own actions and omissions related to this agreement.

 

Confidentiality Provisions

The Member agrees to maintain the confidentiality of all proprietary information received during their membership with The Company. Proprietary information includes, but is not limited to, trade secrets, business plans, strategies, methods, and customer information that is not publicly known and that The Member may obtain through their use of The Club’s services. 

 

The obligation of confidentiality shall not apply to information that:

  • Is already known to The Member prior to their involvement with The Club;
  • Becomes publicly known through no breach of this Agreement by The Member;
  • Is received from a third party without breach of any obligation of confidentiality;
  • Is independently developed by The Member without use of or reference to The Company's proprietary information.

 

The Member agrees not to disclose, duplicate, reproduce, or exploit any such confidential information without explicit written permission from The Company. This duty of confidentiality shall survive the termination or expiration of this Agreement and continue in perpetuity.

 

Protection of Intellectual Property

The Member acknowledges that all materials provided by The Company, including but not limited to documents, graphics, logos, designs, audio, video, software, other media, and text communications within The Club, are the exclusive property of The Company and are protected under copyright and intellectual property laws. The Member agrees not to reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works from, or otherwise transfer or use any material from The Club unless explicitly authorized in writing by The Company.

 

Furthermore, any information shared within The Club by other members is considered confidential and protected as intellectual property of the respective members or The Company. The Member is obligated to maintain the confidentiality of all such communications and to use them solely for the intended purposes of The Club, respecting the copyrights and intellectual property rights of all parties involved.

 

The Member may take screenshots or screen recordings of content within The Club for personal use only. However, it is strictly prohibited to distribute these screenshots, screen recordings, or any other content from The Club to others, by any means. Screenshots and screen recordings must remain on The Member's devices and are not to be shared with non-members or used for any commercial or public purpose.

 

The Company grants The Member a limited, revocable, non-exclusive license to access and use these materials as part of The Club, solely for the purpose of improving their online business in accordance with the terms of this Agreement. This license does not transfer any title to the intellectual property of The Company or other members to The Member.

 

Any unauthorized use of The Company’s or The Members' intellectual property by The Member will constitute a breach of this Agreement and may violate applicable laws, including copyright and intellectual property laws, potentially resulting in civil and criminal penalties.

 

Termination Clause

This Agreement may be terminated by either The Company or The Member at any time, with or without cause. The following conditions apply to the termination of this Agreement:

 

By The Member: The Member may initiate the cancellation of their membership at any time without notice, through The Member’s portal. Once the cancellation has been processed, The Member will maintain access to The Club until the end of their current billing period. After the end of the billing period, access to all content within The Club and services provided by The Company within the membership of The Club will be revoked, and this Agreement will be terminated.

 

By The Company: The Company may terminate this Agreement at any time if The Member fails to comply with any terms and conditions of this Agreement, including but not limited to the failure to make timely payments, unauthorized use of The Company's intellectual property, or breach of confidentiality provisions. Upon termination by The Company, all future subscription payments will be canceled and access to The Club will be revoked immediately. The Company will provide written notice to The Member outlining the cause for termination.

 

Effect of Termination: Upon termination of this Agreement, all rights and access granted to The Member under this Agreement will cease immediately, and The Member must cease all use of The Club's services and resources. Any outstanding payments owed to The Company by The Member at the time of termination will remain due.

 

This termination clause ensures that both parties are aware of the conditions under which the Agreement can be discontinued and the subsequent actions required by both parties.

 

Errors and Omissions

The Company makes every effort to ensure the accuracy and reliability of the information provided within The Club and through its services. However, the information is provided "as is" without warranty of any kind. The Company does not guarantee that the service will be free from errors or omissions and does not warrant the accuracy, reliability, or timeliness of any information, content, or service provided.

 

The Company will not be liable for any errors, omissions, or inaccuracies in the information provided, nor for any actions taken in reliance thereon. Furthermore, The Company is not responsible for any errors or omissions that may occur due to changes in relevant laws or regulations that take place after the date the information is provided.

 

Members use all information and services provided by The Company at their own risk. In no event will The Company be liable for any direct, indirect, incidental, consequential, or special damages arising out of or in connection with the use of the information or services, even if The Company has been advised of the possibility of such damages.

 

Platform Disclaimer 

The Club is managed and operated through the Kajabi platform, a third-party service provider. The Company does not have control over the functionality, availability, or performance of the Kajabi platform and cannot be held liable for any technical issues, malfunctions, or interruptions in service that may occur.

 

The Member acknowledges and agrees that The Company is not responsible for any losses, hardships, or damages, whether direct or indirect, that may result from technical difficulties or platform malfunctions associated with Kajabi. However, The Company will act as a liaison between The Member and Kajabi to help mediate and address any issues that arise with the platform.



Limitation of Legal Liability

The Company shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, resulting from: 

  • the use or the inability to use the services or any content accessed through The Club;
  • the cost of procurement of substitute goods and services resulting from any goods, data, information, or services purchased or obtained, or messages received or transactions entered into through or from the services;
  • unauthorized access to or alteration of your transmissions or data;
  • statements or conduct of any third party on the service; or
  • any other matter relating to the services.

 

Notwithstanding the above, the Company acknowledges its liability for damages directly resulting from its own negligence, breach of this Agreement, or intentional misconduct, provided that such liability shall be limited to the amount of fees paid by the Member to the Company for the services under this Agreement during the six (6) months prior to the act giving rise to the liability, or the total amount of fees paid if less than six months. This limitation of liability reflects the allocation of risk between the parties and shall apply to the fullest extent permitted by law.

 

No Warranties

The Company expressly disclaims all warranties, express or implied, regarding The Club, its services, and all communications and content provided through the membership. This includes, but is not limited to, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Company does not warrant that the services provided will be uninterrupted, timely, secure, or error-free, nor does it make any warranty as to the results that may be obtained from the use of the services or as to the accuracy or reliability of any information obtained through the services.

 

Members use The Club and its services at their own risk. The Company is not responsible for any content posted in The Club, whether posted or caused by members of The Club, or by The Company. No advice or information, whether oral or written, obtained by you from The Company or through the services shall create any warranty not expressly stated in this Agreement.

 

Affiliate and Third Party Links Disclosure and Disclaimers

The Club may contain links to third-party websites or resources that are not owned or controlled by The Company. These links are provided for the convenience of The Members and do not imply an endorsement by The Company of any such linked sites. The Company makes no guarantees about the accuracy, quality, suitability, or content of the information, products, or services provided by these third-party sites. 

 

The Company is not responsible for the availability or content of these external sites, nor does The Company endorse, warrant, or guarantee the products, services, or information described or offered at these other internet sites. Use of these websites is at The Member’s own risk.

 

The Company may also participate in affiliate marketing programs, which means The Company may earn a commission on sales made through our affiliate links. The Company will provide a disclosure when using affiliate links on the platform as required by FTC guidelines. This practice does not impact the neutrality of the information provided, and The Company strives to provide honest recommendations and reviews regardless of any potential commission.

 

Members are encouraged to perform their due diligence before engaging with any third-party resources linked to through The Club.

 

Privacy Policy

The Company is committed to protecting the privacy of its Members. The Privacy Policy outlines how The Company collects, uses, maintains, and discloses information collected from Members of The Club. By using The Club, Members agree to the collection and use of information in accordance with this policy.

Information Collection: The Company may collect personal identification information from Members in a variety of ways, including, but not limited to, when Members visit The Club, register on the site, subscribe to the newsletter, fill out a form, and in connection with other activities, services, features, or resources made available on The Club. Members may be asked for their name, email address, mailing address, phone number, credit card information, and proprietary information about their business.

 Use of Information: The information The Company collects is used for the following purposes:

  •    To personalize user experience
  •    To improve The Club
  •    To process payments
  •    To send periodic emails and updates
  •    To respond to inquiries, questions, and other requests

Protection of Information: The Company adopts appropriate data collection, storage, and processing practices and security measures to protect against unauthorized access, alteration, disclosure, or destruction of Members' personal information, proprietary business information, username, password, transaction information, and data stored on The Club.

Sharing Personal Information: The Company does not sell, trade, or rent Members' personal identification information or proprietary business information to others. The Company may share generic aggregated demographic information not linked to any personal identification information regarding visitors and users with our business partners, trusted affiliates, and advertisers for the purposes outlined above.

Third-Party Websites: Members may find advertising or other content on The Club that links to the sites and services of our partners, suppliers, advertisers, sponsors, licensors, and other third parties. The Company does not control the content or links that appear on these sites and is not responsible for the practices employed by websites linked to or from The Club. For more details, refer to the Affiliate and Third Party Links Disclosure and Disclaimers section.

Changes to this Privacy Policy: The Company has the discretion to update this privacy policy at any time. When The Company does, The Company will revise the updated date at the bottom of this page. The Company encourages Members to frequently check this page for any changes to stay informed about how The Company is helping to protect the personal information The Company collects.

 

By using The Club, Members signify their acceptance of this policy. If Members do not agree to this policy, please do not use The Club. Continued use of The Club following the posting of changes to this policy will be deemed acceptance of those changes.

 

For more detailed information, please refer to our full Privacy Policy at https://www.unstuckmeclub.com/privacy

 

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Manitoba, Canada, without regard to its conflict of law principles. The Member agrees to submit to the personal and exclusive jurisdiction of the courts located within the Province of Manitoba for the resolution of any disputes arising out of or relating to this Agreement or The Member's use of The Club. Any legal action or proceeding brought by The Member that is related to this Agreement must be instituted within one year after the cause of action arises or be deemed forever waived and barred.

 

Dispute Resolution

In the event of any dispute arising out of or relating to this Agreement or The Member's use of The Club, the parties agree to the following dispute resolution process:

Good Faith Negotiations: The parties shall first attempt to resolve the dispute informally through good faith negotiations. Either party may initiate this process by providing written notice to the other party outlining the nature of the dispute and the desired resolution.

Mediation: If the dispute cannot be resolved through good faith negotiations within 30 days, the parties agree to submit the dispute to mediation. The mediation will be conducted by a mutually agreed-upon mediator. The parties will share the costs of mediation equally. Mediation may take place via video conference or in person in the Province of Manitoba, Canada.

Arbitration: If the dispute remains unresolved after mediation, the parties agree to submit the dispute to binding arbitration. The arbitration will be conducted in accordance with the rules of the applicable arbitration association. The arbitrator's decision will be final and binding on both parties, and judgment on the arbitration award may be entered in any court having jurisdiction. The costs of arbitration will be borne as determined by the arbitrator. Arbitration will take place in the Province of Manitoba, Canada.

Exceptions: Notwithstanding the foregoing, either party may seek injunctive relief in a court of competent jurisdiction in the Province of Manitoba, Canada, to prevent irreparable harm pending the completion of the dispute resolution process.

 

By agreeing to this dispute resolution process, the parties waive their right to a trial by jury and agree that this process shall be the exclusive means for resolving any disputes arising out of or relating to this Agreement or The Member's use of The Club.

 

Contact Information

On It Virtual Services

287-3336 Portage Avenue

Winnipeg, Manitoba

R3K 2H9

Canada

Email: [email protected]

Website: https://www.onitvirtualservices.com

 

Effective Date: April 21, 2025