1.1 The Service
subconscious-upgrade.com provides opinion based self-help tools and guidance in the form of recorded audio files, termed Meditations, written content, termed Articles, and other content (collectively, the Content) online and offline via their membership site, subconscious-upgrade.com. All content and information that make up the Service represent the personal opinions of Subconscious Upgrade SRL’s members, employees, subcontractors, or vendors (collectively, Associates) and do not constitute professional or medical advice or treatment of any kind.
Use of The Website, including all materials presented herein, all online services provided, and any communications in the form of life coaching sessions advertised and sold by Subconscious Upgrade, SRL or other exchange of any kind with Subconscious Upgrade, SRL or its Associates, is subject to the following Terms and Conditions. These Terms and Conditions apply to all site visitors, customers, and all other users of the Site and Service. By using the Site or Service, you agree to these Terms and Conditions, without modification, and acknowledge reading them.
1.2 Nature of the Service
Parties agree that the Service is in the nature of opinion based self help and life coaching. The scope of services provided by Subconscious Upgrade SRL, according to this Agreement, are limited to those listed on The Website. Subconscious Upgrade SRL reserves the right to substitute services equal to or comparable to the services listed if the need arises, without prior notice.
1.3 Changes to Terms
Subconscious Upgrade reserves the right to change or update these Terms, or any other of our policies or practices, at any time, and will notify users by posting such changed or updated Terms on this page. Any changes or updates will be effective immediately upon posting to The Website. Your continued use of the Services constitutes your agreement to abide by the Terms as changed. Under certain circumstances we may also elect to notify you of changes or updates to our Terms by additional means, such as pop-up or push notifications within the Services or email. We reserve the right to update any portion of our Site and Service, including these Terms at any time. We will post the most recent versions to the Site and list the effective dates on the pages of our Terms.
1.4 ARBITRATION NOTICE AND CLASS ACTION WAIVER
PLEASE NOTE THAT THESE TERMS CONTAIN AN ARBITRATION CLAUSE. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THE ARBITRATION CLAUSE, YOU AND SUBCONSCIOUS UPGRADE SRL AGREE THAT DISPUTES RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND SUBCONSCIOUS UPGRADE SRL WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
1.5 Contact Us
Our contact email address is Support@subconscious-upgrade.com. All correspondence to Subconscious Upgrade SRL including any queries you may have regarding your use of the Services or these Terms should be sent to this contact email address.
The Service, including meditations and life coaching, is provided as self-help, motivation, personal-improvement, stress reduction, and recreational education tools. They are not intended to be a replacement for supervised medical and/or psychological treatments, and Service Provider does not represent or warrant that it or its members, employees, subcontractors, affiliates, vendors, directors, officers, Users and agents have any medical or psychological training, education, or certificates. While participating in the Services, participants may experience energetic shifts or otherwise experience physical, mental, spiritual, and/or psychological disturbances. The Services are not appropriate and should be avoided except in the instances of approval by a licensed medical professional by the following types of persons: those who suffer from epilepsy or are otherwise pre-disposed to seizures or are photosensitive, are pregnant, wear a pacemaker, are under the influence of alcohol and/or mind-altering medication or drugs, are driving or operating heavy machine or will be doing so within one (1) hour of using the Service. You should only use the Service while you are in a safe environment where you can devote all your attention to the Service. None of the content or information provided is by any means intended to serve as professional advice, diagnosis, or promises of any kind including but not limited to advice related to law, finance, business, health, psychology, medicine, or any other professional advice. We always recommend that you consult a professional for any such advice.
There have been rare reports where people with certain psychiatric problems like anxiety and depression have experienced worsening conditions in conjunction with intensive meditation practice. People with existing mental health conditions should speak with their health care providers before starting a meditation practice.
3. End user license
3.1 Subject to the terms of this license agreement (“License Agreement”), as set out in this section 3, and these other Terms, and your payment of applicable subscription fees, Subconscious Upgrade, SRL grants you a limited, non-exclusive, revocable license to stream, not download, the Meditations.
3.2 The Services contain or embody copyrighted material, proprietary material or other intellectual property of Subconscious Upgrade or its licensors. All right, title and ownership in the Services remain with Subconscious Upgrade or its licensors, as applicable. The rights to stream the Meditations and use the Services are licensed to you and are not being sold to you, and you have no rights in them other than to use them in accordance with this License Agreement and our other Terms.
3.3 You agree that you will not and you will not assist or permit any third party to:
(a) Copy, store, reproduce, transmit, modify, alter, reverse-engineer, emulate, de-compile, or disassemble the Services in any way, or create derivative works of the Services;
(b) Use the Services or any part of them to create any tool or software product that can be used to create software applications of any nature whatsoever;
(c) Rent, lease, loan, make available to the public, sell or distribute the Services in whole or in part;
(d) Tamper with the Services or circumvent any technology used by Subconscious Upgrade, SRL or its licensors to protect any content accessible through the Services;
(e) Circumvent any territorial restrictions applied to the Services; or
(f) Use the Services in a way that violates this License Agreement or the other Terms.
3.4 You may not make the Services available to the public. The Services made available (in whole or in part) are owned by or its licensors and your use of them must be in accordance with these Terms.
We may suspend or terminate your use of the Services as a result of your fraud or breach of any obligation under these Terms. Such termination or suspension may be immediate and without notice. A breach of these Terms, includes without limitation, the unauthorized copying or download of our audio or video content from the Services.
The Website offers subscriptions which provide access to website content. The subscriptions are outlined below:
Free Forever Plan
Content: Limited content
Information Required: User must provide their email address, First Name, Last Name, and create a password to create an account.
Newsletter Enrollment: User will be enrolled in an email newsletter that they can unsubscribe from by clicking the link at the bottom of the email
Unlimited Monthly Plan
Content: Unlimited content
Payment: monthly recurring payment of 47€ required
Billing Cycle: 30 days
Information Required: User must provide their email address, First Name, Last Name, a password, and payment information to create an account
Newsletter Enrollment: User will be enrolled in an email newsletter that they can unsubscribe from by clicking the link at the bottom of the email.
4.2 The renewal subscription fees will continue to be billed to the Payment Method you provided, automatically until cancelled.
You must cancel your subscription before it renews each month in order to avoid billing of the next month’s subscription fee to the Payment Method you provided. Refunds cannot be claimed for any partial-month subscription period.
You may cancel your subscription at anytime on your Dashboard.
We do not offer any kind of refunds.
4.5 Payment Method
You agree to promptly notify subconscious-upgrade.com of any changes to the Payment Method you provided while any subscriptions remain outstanding. You are responsible for all applicable fees and charges incurred, including applicable taxes, and all subscriptions purchased by you.
4.6 Service Obligations
Our obligation to provide the Services only comes into being when we take receipt of your Order, and we confirm your purchase to you by email. We shall confirm your Order and send you an email to confirm your access to the subscription purchased. Please quote the Order number in all subsequent correspondence with us. Prices in Euros include local taxes. All prices in Pound Sterling include VAT unless otherwise stated as well as dollars. You agree that you are not permitted to resell any Services purchased through SUBCONSCIOUS UPGRADE SRL for commercial purposes.
4.7 CHANGING FEES AND CHARGES
We may at any time and from time to time, in our sole discretion, change the fees and charges, or add new fees and charges, in relation to any of the Services. We will notify you at least 30 calendar days in advance of any such change. If you do not agree to the change, you may cancel your membership or subscription in your account settings or by emailing:
5.1. Becoming a Subscriber
5.2. By placing an Order through the Services, you warrant that:
You are legally capable of entering into binding contracts;
All registration information you submit is truthful and accurate;
You will maintain the accuracy of such information; and
Your use of the Services does not violate any applicable law or regulation.
5.3. Once a member
You are responsible for maintaining the confidentiality of your account, password and other User Information and for restricting access to your Device to further help protect such information. You are responsible for updating your User Information.
5.4. Use by minors
You must be 18 years of age, or the age of majority in your province, territory or country, to sign up as a registered user of the Services. Individuals under the age of 18, or the applicable age of majority, may utilize the Services only with the involvement and consent of a parent or legal guardian, under such person’s account and otherwise subject to these Terms.
6. PROHIBITED USE OF THE SERVICES
6.1 You agree not to upload, post, email or otherwise send or transmit or introduce any material that contains software viruses or any other computer code, files or programs designed to interrupt, harm, damage, destroy or limit the functionality of any computer software or hardware or equipment linked directly or indirectly with the Services or the Services themselves. You agree not to interfere with the servers or networks underlying or connected to the Services or to violate any of the procedures, policies or regulations of networks connected to the Services. You may not access the Services in an unauthorized manner.
6.2 You agree not to impersonate any other person while using the Services, conduct yourself in an offensive manner while using the Services, or use the Services for any illegal, immoral or harmful purpose.
6.3 By breaching the provisions of this section 6, you may commit a criminal offense under applicable laws. We may report any such breach to the relevant law enforcement authorities and we may cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Services will cease immediately.
(a) All materials (including software and content whether downloaded or not) contained in the Services are owned by SUBCONSCIOUS UPGRADE SRL (or our affiliates and/or third party licensors, where applicable), unless indicated otherwise. You agree and acknowledge that the materials are valuable property and that other than any specific and limited license for use of such materials, you shall not acquire any ownership rights in or to such materials. The materials may not be used except as provided for in these Terms, and any other relevant terms and conditions provided to you without our prior written permission.
(b) You acknowledge and agree that certain materials on or in the Services are the property of third party licensors and, without prejudice to any and all other rights and remedies available, each such licensor has the right to directly enforce relevant provisions of section 7 against you.
(c) Audio or video content from Subconscious Upgrade, SRL not explicitly indicated as downloadable may not be downloaded or copied from the Services or any Device.
(d) The Services are not intended for your commercial use. Commercial advertisements, affiliate links, and other forms of solicitation may be removed by us without notice and may result in termination of privileges. You must not use any part of the materials used in or on the Services for commercial purposes without obtaining a written license to do so from us. Material from the Services may not be copied or distributed, or republished, or transmitted in any way, without our prior written consent. Any unauthorized use or violation of these Terms immediately and automatically terminates your right to use the Services and may subject you to legal liability. You agree not to use the Services for illegal purposes (including, without limitation, unlawful, harassing, libelous, invasion of another’s privacy, abusive, threatening or obscene purposes) and you agree that you will comply with all laws, rules and regulations related to your use of the Services. Appropriate legal action may be taken for any illegal or unauthorized use of the Services.
(e) A limited amount of content may be marked and authorized for the user to share in their personal social channels (Facebook, Twitter, etc.). With respect to content made available by Subconscious Upgrade, SRL through the Services that is specifically identified as available for distribution by you (“Distribution Content”) as part of your blog or other online commentary, analysis or review (“User Commentary”), Subconscious Upgrade, SRL grants you a limited right to download, reproduce and distribute Distribution Content over the internet as part of your User Commentary. You may also modify such Distribution Content but only as required to technically enable the display and distribution of such content through your computer systems and over the Internet (e.g. a change in video format or file size) provided such modification does not materially alter the substance or quality of such content. Your display and distribution of Distribution Content may also be subject to other terms and conditions that are set forth in the description of such content in the Services, such as display and distribution of Distribution Content only within specified usage dates. You agree not to publish the Distribution Content with other content that is known by you to be false, inaccurate, or misleading or that is, or that encourages activity or conduct that is, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable. Distribution Content may contain trackers that enable us to collect information with respect to the distribution and consumption of such content.
(f) You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials in the Services. If you make other use of the Services, or the content, code, data or materials thereon, except as otherwise provided above, you may violate copyright and other laws of Europe Union, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. Subconscious Upgrade, SRL will enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.
8. DEVICE REQUIREMENTS
To enjoy The Website via your smartphone or other Device, your Device must satisfy certain system requirements. We do our best so that The Website will work on all modern devices, but cannot guarantee that it will.
9. LAWFUL PURPOSES
You may use the Site and Service for lawful purposes only. You agree to be financially responsible for all purchases made by you or someone acting on your behalf through the Site. You agree to use the Site and to purchase Service or services through the Site for legitimate, non-commercial purposes only. You shall not post or transmit through the Site any material which violates or infringes the rights of others, or which is threatening, abusive, defamatory, libelous, invasive of privacy or publicity rights, vulgar, obscene, profane, or otherwise objectionable, contains injurious formulas, recipes, or instructions, which encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law.
10. DURATION OF AGREEMENT
Once confirmed, we will provide you access to the purchased Service. You agree and understand that access to the Service may at times be influenced and affected by third parties that we use to provide the Service (web hosting, membership site plugins, etc.). You agree and understand that no breach of contract action may be initiated against Subconscious-Upgrade, SRL when there are reasonable delays in the access of the Service.
SUBCONSCIOUS UPGRADE SRL reserves the right to terminate the Service, and or access to certain features of the Service, with or without prior notice to you. We will make reasonable efforts to provide notice but are not required to do so under the terms of this agreement.
11. PRODUCT DESCRIPTION
We endeavor to describe and display the Service as accurately as possible. While we try to be as clear as possible in explaining the Service, please do not accept that the Site is entirely accurate, current, or error-free. From time to time we may correct errors in pricing and descriptions. We reserve the right to refuse or cancel any order with an incorrect price listing.
12. MATERIAL YOU SUBMIT TO THE SITE
You shall not upload, post or otherwise make available on the Site any artwork, photos, or other materials (collectively “Materials”) protected by copyright, trademark, or other proprietary right without the express written permission of the owner of the copyright, trademark, or other proprietary right, and the burden of determining that any Materials are not so protected rests entirely with you. You shall be liable for any damage resulting from any infringement of copyrights, trademarks, or other proprietary rights, or any other harm resulting from such a submission. For all Materials submitted by you to the Site, you automatically represent or warrant that you have the authority to use and distribute the Materials, and that the use or display of the Materials will not violate any laws, rules, regulations, or rights of third parties.
As a feature of the Service, SUBCONSCIOUS UPGRADE SRL may provide access to a community or social media platforms in conjunction with the Service. Subconscious Upgrade, SRL is not required to provide a community platform, and has complete discretion with regards to the platform, and the nature of the interaction, dependent on the Service.
You agree that your use of these community and social media platforms is a privilege and Subconscious upgrade, SRL may limit or deny access to these platforms for misconduct that includes but is not limited to being inappropriate, rude, violent, or threatening. Subconscious Upgrade, SRL will make reasonable efforts to provide notice to you with regards to inappropriate or unapproved content that you have placed within the voluntarily provided community and social media platform. SUBCONSCIOUS UPGRADE SRL is not required to provide notice, and reserves all rights to take immediate and appropriate action to protect the SUBCONSCIOUS UPGRADE SRL’S brand and image integrity.
13. INTELLECTUAL PROPERTY RIGHTS TO YOUR MATERIALS
We claim no intellectual property rights over the material you supply to subconscious Upgrade SRL You retain copyright and any other rights you may rightfully hold in any content that you submit through the Site or Service. Content you submit to Subconscious Upgrade SRL remains yours to the extent that you have any legal claims therein. You agree to hold Subconscious Upgrade SRL harmless from and against all claims, liabilities, and expenses arising out of any potential or actual copyright or trademark misappropriation or infringement claimed against you. By posting material on the Site, you grant us a worldwide, nonexclusive, irrevocable license to use the material for promotional, business development, and marketing purposes.
14. LIMITATION OF LIABILITY
YOU AGREE THAT UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR ANY OTHER DAMAGES ARISING OUT OF YOUR USE OF THE SITE OR SERVICE. ADDITIONALLY, SUBCONSCIOUS UPGRADE L, SRL IS NOT LIABLE FOR DAMAGES IN CONNECTION WITH (I) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, DENIAL OF SERVICE, ATTACK, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE; (II) LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL OR DATA; AND (III) THIRD PARTY THEFT OF, DESTRUCTION OF, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF YOUR INFORMATION OR PROPERTY, REGARDLESS OF OUR NEGLIGENCE, GROSS NEGLIGENCE, FAILURE OF AN ESSENTIAL PURPOSE AND WHETHER SUCH LIABILITY ARISES IN NEGLIGENCE, CONTRACT, TORT, OR ANY OTHER THEORY OF LEGAL LIABILITY. THE FOREGOING APPLIES EVEN IF THE SUBCONSCIOUS UPGRADE, SRL HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN THE DAMAGES. IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR THE DAMAGES, OUR LIABILITY IS LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL SUBCONSCIOUS UPGRADE, SRL CUMULATIVE LIABILITY TO YOU EXCEED THE TOTAL PURCHASE PRICE OF THE SERVICE YOU HAVE PURCHASED FROM SUBCONSCIOUS UPGRADE, SRL, AND IF NO PURCHASE HAS BEEN MADE BY YOU SUBCONSCIOUS UPGRADE, SRL CUMULATIVE LIABILITY TO YOU SHALL NOT EXCEED €10
15. THIRD PARTY RESOURCES
The Site and the Service may contain links to third party websites and resources. You acknowledge and agree that we are not responsible or liable for the availability, accuracy, content, or policies of third party websites or resources. Links to such websites or resources do not imply any endorsement by or affiliation with SUBCONSCIOUS UPGRADE, SRL. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
You shall indemnify and hold us harmless from and against any and all losses, damages, settlements, liabilities, costs, charges, assessments, and expenses, as well as third party claims and causes of action, including, without limitation, attorney’s fees, arising out of any breach by you of any of these Terms and Conditions, or any use by you of the Site or Service. You shall provide us with such assistance, without charge, as we may request in connection with any such defense, including, without limitation, providing us with such information, documents, records, and reasonable access to you, as we deem necessary. You shall not settle any third party claim or waive any defense without our prior written consent.
17. EFFECT OF HEADINGS
The subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions.
18. ENTIRE AGREEMENT; WAIVER
This Agreement constitutes the entire agreement between you and Subconscious Upgrade, SRL. pertaining to the Site and Service and supersedes all prior and contemporaneous agreements, representations, and understandings between us. No waiver of any of the provisions of this Agreement by Subconscious Upgrade, SRL shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by Subconscious Upgrade, SRL.
All notices, requests, demands, and other communications under this Agreement shall be submitted electronically to:
20. RECOVERY OF LITIGATION EXPENSES
If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.
If any term, provision, covenant, or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.