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When you purchase an online membership from Vibrational Health Institute, Inc. a Washington corporation trading as doing business as Daphne Michaels International (the “Company”), you are acknowledging that you understand and agree to be legally bound by the terms and conditions of this Membership Agreement (the “Agreement”).
You understand and agree that membership is not a business opportunity and that it is instead a community devoted to personal empowerment and evolution of consciousness.
You understand and agree that approval of your membership is contingent upon your prepayment of the nonrefundable application fee and that to be invited to in-person events may include other requirements such as: (a) successful completion of a background check; (2) referral by a current member in good standing; (3) a letter of recommendation from a non-member; and/or (4) a personal interview with a The SHB Movement staff member.
You represent and warrant you are over eighteen (18) years of age and have the mental capacity to manually or electronically execute a legally binding agreement.
Your membership may include in-person events (for an additional fee unless expressly included in your membership benefits) and online live stream video or audio presentations by The SHB Movement founder Daphne Michaels, company employees, agents, and/or third parties selected by the Company. The schedule for the current month’s presentations, if any, will be posted in the calendar section of the Membership Area on or before the first day of that month. The Company reserves the right to revise the schedule and to cancel or postpone any presentation at any time for any reason. To the extent feasible, notice may be sent to members of a postponement or cancellation by email.
The Company may offer members other products and services from time to time.
You understand and agree that the Company does not promise or guarantee there will be recordings made of sessions. This means it is important for you to attend because there may not be a recording to view or listen to after the event.
Any membership access to video or audio recordings as part of the Materials in the Membership Area is solely for convenience. The Company does not promise to make any such recordings available and reserves the right to delete any recording within the Membership Area at any time for any reason.
You are purchasing a nonexclusive nontransferable nonsublicensable revocable license to use the written, audio, and visual membership materials (the “Materials”) located at or streamed from membership area(s) at SHBconnect.com and other online locations designated by the Company (individually and collectively, the “Membership Area”) during the term of your membership. Unless expressly included in the benefits of your membership, this license expressly excludes all other memberships, training courses, and their materials for which you have not paid separate membership or course fees.
You understand and agree the copyrights and trademarks for the Materials are owned solely by the Company and by purchasing a membership that includes this license, you do not acquire any intellectual property ownership of the Materials.
You agree to keep confidential the proprietary data and copyrighted information you receive in the Materials and agree not to publish, resell, distribute, or summarize them for others’ use in any way. You understand the Materials: (a) remain the sole and exclusive property of The Company , which retains all rights thereto; (b) cannot not be resold by you or otherwise distributed with or without consideration; (c) will not be made available by you to any other person; (d) will not be reproduced or summarized in any manner; and (e) will be destroyed or returned to the Company immediately upon demand should you violate any of these terms or conditions.
If the Company requests destruction of the Materials upon termination of this Agreement for any reason, you agree to furnish the Company with an Affidavit of Destruction in a form satisfactory to the Company acknowledging your destruction of all Materials in your possession within seven (7) business days of the termination.
If you violate the terms and conditions of this Agreement, the Company may pursue civil and/or criminal prosecution against you.
The term of this license to use the Materials extends only as long as you remain a paid member (or on a free trial) in good standing and shall cease immediately upon the earlier of the termination of the membership program by The Company, the termination of your membership for nonpayment of the membership fees, or upon your violation of the terms or conditions of this Agreement.
You will not at any time during or after the effective term of this Agreement, dispute or contest, directly or indirectly, the Company’s exclusive right and title to the Materials and/or the copyrights or the validity thereof. the Company, however, makes no representation or warranty with respect to the validity of any trademark or copyright that may issue or be granted therefrom.
You acknowledge the Materials and the copyrights have acquired secondary meaning.
You agree your use of the Materials inures to the benefit of the Company and you shall not acquire any rights in the Materials and/or the trademarks and copyrights.
Upon the expiration or termination of this license, you acknowledge all of your rights under this Agreement shall forthwith terminate and immediately revert to the Company and you shall immediately discontinue all use of the SHBconnect™, the Materials, and the like at no cost whatsoever to the Company.
ou recognize the value of the goodwill associated with the Materials and acknowledge the Materials, and all rights therein including the goodwill pertaining thereto, belong exclusively to the Company.
The Company shall have the sole and exclusive right, in its discretion, to institute and prosecute lawsuits against third persons for infringement of the rights licensed in this Agreement. All sums recovered in any such lawsuits, whether by judgment, settlement or otherwise, in excess of the amount of reasonable attorneys’ fees and other out of pocket expenses of such suit, shall be retained solely by the Company.
You will fully cooperate with the Company in the prosecution of any such suit against a third party and shall execute all papers, testify on all matters, and otherwise cooperate in every way necessary and desirable for the prosecution of any such lawsuit.
Unless otherwise expressly promised by The SHB Movement in writing as a benefit of membership, your membership does not include individual (1:1) access to the Company founder Daphne Michaels. Issues concerning the membership program should be addressed to the Company’s membership services representatives instead of attempting to contact Ms. Michaels.
This Agreement commences upon the date you enroll in your first membership term and shall continue until the end of that term unless cancelled by either you or the Company by advance notice per this Agreement.
Unless three (3) calendar days advance written notice of intent not to renew is given by either party to the other party prior to the end of a current membership term, or the membership is cancelled by either party, this Agreement shall automatically renew for an additional paid membership term of the same length. In case of the free trial…
If you want to cancel a free trial membership, please make your cancellation request by one of the following methods prior to the expiration of the free trial period: (1) email your request to [email protected]; or (2) mail your request to Daphne Michaels International, Attention: Membership Department, 34831 SE Kinsey Street, #204, Snoqualmie, WA 98065 USA with confirmation of delivery by signature. To ensure your free trial subscription does not automatically convert to a paid membership, The Company must receive your cancellation request before expiration of the free trial period. When you cancel a free trial membership with the Company, you will not receive any of the valuable bonuses provided to paid members and may be banned from becoming a member in the future.
If you want to cancel your membership, please make your cancellation request by one of the following methods: (1) email your request to [email protected]; or (2) mail your request to Daphne Michaels International, Attention: Membership Department, 34831 SE Kinsey Street, #204, Snoqualmie, WA 98065 USA with confirmation of delivery by signature. To ensure your subscription does not automatically renew for another membership term, The Company must receive your cancellation request a minimum of three (3) calendar days prior to the end of the current membership term. When you cancel a membership with the Company, you will continue to receive your membership benefits until the end of the current membership term. You will not receive a refund of any portion of the membership fees you paid for the current or prior membership terms.
The Company reserves the right to unilaterally cancel your membership at any time for any reason by notifying you via email at the address you provided when initially signing up for your membership. If your email address changes during any membership term, you must promptly notify the Company of such so that your customer records can be updated. the Company may elect to terminate your membership immediately and issue you a refund of the amount you paid solely for the current month during which the membership was cancelled. However, if the Company does not elect immediate termination, you will continue to receive your membership benefits until the end of the current month, and you will not receive a refund of any portion of the membership fees you paid for the current month. There are no refunds of membership fees paid for prior months or terms.
During the initial paid membership term and any subsequent terms, you agree to pay each month’s portion of the membership fee in advance. If you signed up for a free trial, the initial monthly payment is due at the expiration of the free trial period unless you timely cancel membership during the free trial period.
The Company reserves the right to raise the membership fee at any time by providing notice to you by email at least fourteen (14) calendar days prior to the month the fee increase will take effect. You can either continue your subscription at the new membership rate or cancel it by giving notice to the Company per this Agreement.
You agree and represent that all information you provide for the purpose of becoming and staying a member will be accurate, complete, and current. It is your responsibility to timely update payment information with the Company to prevent your membership from being cancelled for nonpayment.
You expressly authorize the Company to charge your credit card, debit card, or PayPal account for all applicable fees associated with your membership hereunder. If you provide the Company with a credit card or debit card that expires during any term of your membership, the Company reserves the right to charge any renewal card issued to you as a replacement without any additional consent by you.
You understand and agree there are important risk factors that should be considered by you when deciding whether to purchase membership from the Company. The following disclaimers apply to the extent the Materials and/or our communications with you refer to health-related (physical, emotional, and/or mental) matters.
Health references by the Company, its principals, employees, and agents, are an educational service consisting solely of general health information. Our communications and Materials are provided “as is” and without warranties of any kind either express or implied.
Membership, events, and the Materials are not a substitute for professional medical advice, diagnosis, or care. No exercises or treatments mentioned in the Materials or our communications with you should be performed or otherwise used without clearance from your physician or health care provider. The information provided by the Company, its staff, and Facilitators is not intended to provide specific physical or mental health advice, or any other advice whatsoever, and should not be relied upon in that regard. the Company’s principals, employees, and agents are not medical professionals and nothing in our communications or the Materials should be misconstrued to mean otherwise.
Now there may be risks associated with participating in activities mentioned in our communications or the Materials, especially for people in poor health or with pre-existing physical or mental health conditions. Because these risks exist, and we want you to be safe, you should seek clearance from your healthcare provider before participating in such activities.
Of course, you shouldn’t attempt to participate in any exercises or activities while driving or performing any dangerous acts.
If you choose to participate in these activities, you do so of your own free will and accord, knowingly and voluntarily assuming all risks associated with such activities.
Membership testimonials, case studies, and examples are exceptional results, do not reflect the typical member’s experience, don’t apply to the average person, and are not intended to represent or guarantee anyone will achieve the same or similar results. If we have disclosed typical results based on information provided to us by a peer-reviewed scientific study or other reputable third-party source, you should presume the typical results as stated are more reliable than the testimonials, case studies, and examples found on the Company’s websites, the Membership Area, the Materials, and in the membership program’s promotional content.
You recognize and agree that we have made no implications, warranties, promises, suggestions, projections, representations, or guarantees whatsoever to you about the results you will achieve as a Member. And we have not authorized any such projection, promise, or representation by others.
Any statements or examples only estimate what we think a Member can do. There is no assurance you will do as well as stated in any examples. If you rely upon any statements or examples, you must accept the entire risk of not doing as well as the information provided.
There is no assurance that any prior successes or past results by others will apply, nor can any prior successes be used, as an indication of your future success or results from any of the information, content, or strategies.
Your success in using the information, strategies, and tactics provided in the Materials and our communications depends upon a variety of factors beyond our control (e.g., the economy). We also have no way of knowing how well you will do because we do not know you, your background, your work ethic, your dedication, your motivation, your desire, your skills, or your practices. Therefore, we do not guarantee or imply that you will make more money, become healthier, improve your relationships, etc.
You should always perform due diligence and not take such results at face value. We are not responsible for any errors or omissions in typical results information supplied to us by third parties.
Facts and information are believed to be accurate at the time they were placed in the Materials or otherwise communicated to you during your membership. All information provided by the Company is to be used for informational purposes only. Membership is only offered in jurisdictions where it may be legally offered. Information provided is not all-inclusive, and is limited to available information, and such information should not be relied upon as all-inclusive or accurate.
You agree to hold the Company, its principals, employees, and agents harmless from any and all liability for all claims for damages due to injuries, including attorney fees and costs, incurred by you, or caused to third parties by you, arising out of the membership, and/or activities discussed in the Materials or our communications with you, excepting only claims for gross negligence or intentional tort.
IN NO EVENT SHALL THE COMPANY, ITS PRINCIPALS, EMPLOYEES, OR AGENTS BE LIABLE OR RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOST OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE AND REGARDLESS OF THE CAUSE OF ACTION UPON WHICH ANY SUCH CLAIM IS BASED. IN NO EVENT SHALL LIABILITY OF THE COMPANY, ITS PRINCIPALS, EMPLOYEES, OR AGENTS FOR ANY REASON WHATSOEVER EXCEED THE TOTAL SUM PAID TO THE COMPANY BY YOU FOR THE CURRENT TERM OF YOUR MEMBERSHIP.
a. Non-Discrimination. the Company, its principals, employees, and agents do not discriminate in this membership program, other programs, or activities based on race, color, national origin, citizenship status, ethnic origin, ancestry, age, religion, religious creed, physical or mental disability, handicap, sex, gender, gender identity, gender expression, sexual orientation, marital status, military status, veteran status, or any other characteristic protected under applicable law. When dealing with the Company, its principals, employees, agents, and other members, you also agree not to discriminate based on any of these characteristics.
b. Code of Ethics. You agree to comply with the Company’s The SHB Movement Guidelines, which may be found at SHBconnect.com and is incorporated herein by reference.
You agree that you will only use your membership, our communications, and the Materials for lawful purposes. This includes, but is not limited to, compliance with all applicable laws, rules, and regulations. the Company reserves the right to disclose your membership account information to any government law enforcement agency that requests it without providing notice to you.
You agree to be respectful and professional to the Company and the Company’s staff throughout the Consulting. the Company reserves the right to ask you to withdraw from membership if you are deemed rude, uncooperative, unprofessional, or intoxicated during interactions with the Company’s staff or other members. By participating in this membership program, you agree to respect the Company staff’s time, expertise, and reputation. You shall be concise, respectful, and professional in all communications with the Company and the Company’s staff. Any abuse or overuse of the Company’s time or any disrespectful communication sent to the Company by you (with “disrespectful” unilaterally determined by the Company), shall constitute a material breach of this Agreement. An initial warning will be given by email to you. A subsequent breach will warrant the immediate termination of your membership without reimbursement in any form.
If you are asked to no longer participate in this membership program because of such misconduct, you will not be reimbursed under any circumstances and you will not receive any future products, services, advertised bonuses, or correspondence from the Company. Under no circumstances in which membership is terminated because of your misconduct will you receive any reimbursement or permission to discontinue payment due.
To satisfy an express condition precedent to participation in the membership program, you authorize the Company, its principals, employees, agents, successors, and assigns to take photographs as well as record audio and video of all your membership activities, including comments made, during your participation in the program. This includes, but is not limited to, your participation in any live events, membership calls, webinars, and teleseminars. You fully understand and agree these photographs and recordings may be edited, published, reproduced, summarized, transcribed, sold, or given away by the Company, its principals, employees, agents, successors, and assigns, both offline and via the Internet, without any compensation to you. Furthermore, you acknowledge the Company is the sole copyright owner for these images, recordings, and any derivative works.
AFTER YOU ENTER INTO THIS AGREEMENT, THE COMPANY MAKES SUBSTANTIAL ARRANGEMENTS AND INVESTMENTS WHILE ANTICIPATING YOUR PAYMENT AND PARTICIPATION. BECAUSE OF THIS PREPARATION, ALL PAYMENTS MADE BY YOU UNDER THIS AGREEMENT ARE NON-REFUNDABLE. PAYMENTS ARE NOT DEPENDENT UPON RESULTS BECAUSE NO SPECIFIC OUTCOME CAN BE GUARANTEED OR PROMISED. IF ANY AMOUNTS PAYABLE UNDER THIS AGREEMENT ARE NOT TIMELY PAID BY YOU, YOU SHALL ALSO PAY A MONTHLY FINANCE CHARGE ON ANY UNPAID BALANCE AT THE LESSER OF (I) ONE AND ONE-HALF (1 1/2%) PERCENT, OR (II) THE HIGHEST LAWFUL RATE.
During and after the term of this Agreement, neither party to this Agreement nor anyone acting on their behalf shall make any derogatory or disparaging statements about the other, or its past or present direct or indirect parent companies or its past or present subsidiaries or affiliates, or any of its past or present officers, directors, employees, consultants, agents, representatives, successors or assigns, or directly or indirectly take any action which is intended to embarrass any of them. This provision for non-disparagement shall survive termination of this Agreement.
The Company shall not be liable for failure to perform any of its obligations under this Agreement during any period in which the Company cannot perform due to fire, earthquake, flood, or other natural disaster, epidemic or pandemic, explosion, casualty, war, terrorism, embargo, riot, civil disturbance, act of public enemy, act of God, or the intervention of any government authority, or similar cause beyond the Company’s control. If the membership platform is rendered unusable for seven (7) consecutive days or longer because of an event beyond the Company’s control, the Company shall extend, at no additional cost, the term of this Agreement for a period equal to the time the membership platform is rendered unusable.
If any part of this Agreement is declared void, this Agreement, to the maximum practicable extent, shall be construed without reference to that part. No term or provision of the Agreement shall be waived unless in writing and signed by the party waiving the provision, and any waiver shall apply only to the specific event or situation which it describes and shall not be continuing.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company because of this Agreement, use of the Membership Area, Materials, and/or our communications.
The Company’s performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of the Company’s right to comply with governmental, court and law enforcement. Use of the Membership Area is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this section.
This Agreement shall be governed and construed in accordance with the laws of the State of Washington applicable to Agreements made and to be performed in the State of Washington.
To the extent you have in any manner violated or threatened to violate the Company property rights, the Company may seek injunctive or other appropriate relief in any state or United States federal court, and you consent to exclusive jurisdiction and venue in such courts.
You agree any legal action or proceeding by you against the Company for any purpose will be submitted by you to confidential binding arbitration in King County, Washington, under the commercial rules of the American Arbitration Association. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so. Any such claim brought by you under this Agreement may not be aggregated with other claims by you or third parties against the Company.
No waiver by the Company of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of this Agreement.
You fully understand and agree the license granted hereunder is personal to you and shall not be assigned or sublicensed by any act by you or by operation of law unless with the prior written consent of the Company. You also understand and agree that this Agreement may be assigned by the Company to any successor in interest to the Company.
The section and other headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. All references to this Agreement and the words “herein”, “hereof”, “hereto” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section or other subdivision. This Agreement shall be interpreted in accordance with the plain meaning of its terms and not strictly for or against any Party hereto or the drafter(s) of this Agreement.
AFTER THE INITIAL TERM, THIS AGREEMENT SHALL BE DEEMED RENEWED AUTOMATICALLY FOR SUCCESSIVE TERMS OF THE SAME LENGTH AS THE INITIAL TERM (EACH, AN “AUTOMATIC RENEWAL TERM”) UNLESS: (1) TERMINATION OCCURS PER OTHER PROVISIONS OF THIS AGREEMENT; OR (2) MEMBER PROVIDES THE COMPANY 30 DAYS PRIOR WRITTEN NOTICE OF INTENT NOT TO RENEW THE AGREEMENT (A) DELIVERED TO DAPHNE MICHAELS INTERNATIONAL, 34831 SE KINSEY STREET, #204, SNOQUALMIE, WA 98065 USA OR BY EMAIL TO [email protected].
You agree to receive SMS text messages from or on behalf of the Company. These messages may be sent using an automatic telephone dialing system, by or on behalf of the Company, at the cell phone number you provide the Company. By voluntarily providing your cell phone number to the Company, you consent to receive transactional, operational, or informational text messages at that phone number, including but not limited to appointment reminders, Company announcements, and other messages related to products and services. Please note the Company and its agents may not be able to deliver messages to all mobile carriers. Consent to receive SMS texts is not a condition of becoming a member, and you understand and agree that all text messages may be sent using automated technology. To stop receiving text messages from the Company, you agree to reply STOP to the number sending the message. After replying STOP, you may receive additional communications confirming that your request has been received and processed, and you may continue to receive text messages for a brief period while the Company processes your request. If you need further assistance, text HELP to the number sending the message, or contact the Company by email at [email protected]. Message and data rates may apply for any messages sent to you from or on behalf of the Company, and messages you send to the Company. If you have any questions about your text plan or data plan, contact your wireless service provider. By providing your cell phone number to the Company, you warrant that you are at least eighteen (18) years of age and that you are the current subscriber or authorized user of the phone number you have provided. You agree that you will not initiate messages to the mobile phone of any other person or entity without authorization. If you change, forfeit, or deactivate the phone number you have provided to the Company, you agree to notify the Company immediately. Failure to do so constitutes a material breach of these terms. Mobile carriers, the Company, and its agents are not liable for delayed or undelivered messages.
The Company is not an accredited educational institution, and the membership is not recognized by academic accrediting agencies. You understand that no college credits are issued for participation in or completion of The SHB Movement membership.
All copyrights, trademarks, and service marks are the properties of their respective owners. Except for marks owned by Vibrational Health Institute, Inc., no commercial claims are made to their use, and the Company is not affiliated with such marks in any way. All references to third-party marks are made solely for editorial or educational purposes. This Agreement is Copyright © 2010-2024 Law Office of Michael E. Young PLLC and licensed for use by the Company. All Rights Reserved. No portion of this Agreement may be copied or used by anyone other than the licensee without the express written permission of the copyright owner.
The Company has affiliate relationships with various companies, including some of the resources that may be recommended by the Company to you. When you purchase goods or services during the performance of this Agreement, the Company may be compensated as an affiliate by those companies.
This is the entire Agreement between the parties and shall not be modified unless done so in a writing signed by duly authorized signatories of both parties.