TERMS OF USE

 

The following “Terms of Use” (hereinafter referred to as “Agreement” sets forth the terms and conditions governing the use of the
Michael Spagna International (hereinafter referred to as “MSI”) website, services, products and materials
(hereinafter referred to as “MSI Site”) The MSI Terms of Use along with the MSI Privacy Policy, constitutes the Terms of Service
regarding the use of the MSI Site.

By visiting and using the MSI Site, you acknowledge your assent to the following conditions of use without limitation or qualification.
Please read all conditions carefully before using the MSI Site. These conditions may be revised at any time by updating and posting
this agreement. You are bound by any such revisions and should therefore periodically visit and review this page to review any
updates of the then-current conditions to which you are bound.

MSI provides users with access to performance analysis, training and coaching resources in the form of printed materials, audio,
video and software, including; evaluations, books, newsletters, articles, various learning, training and communication tools, web
broadcast’s, blogs, forums, shopping services and personalized content, etc., (hereinafter collectively referred to as “MSI Services”).

As a visitor to the MSI Site or as a subscriber to MSI Services you understand and agree that some content is provided free of charge
or by sponsorship and some contact is available to purchase for a one-time charge or an ongoing fee.
MSI is an online store for professional services (including but not limited to performance analysis, coaching and support), training and
educational programming (including but not limited to events, seminars, workshops and sales and management school), self-help
and coaching services as well as training and coaching materials (including but not limited to print, audio and video materials,
downloads, etc.). You will be charged for any services or materials you wish to purchase from us. Prices may vary for products and
services offered.

You are responsible for obtaining access to online events or programming you choose to participate in. These programs may involve
third party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including any fees
associated with providing and delivering content. In addition, you must provide and are responsible for all equipment necessary to
access this programming. You understand and agree that the MSI Services are provided “AS-IS” and that MSI assumes no
responsibility for the timeliness or delivery of programming including the deletion or failure to store any user communications or
personalization settings.

Unless explicitly stated otherwise, any new features that are added to or used to support MSI Services, including the release of new
content shall be subject to the Terms of Service.

USER ACCOUNTS AND REGISTRATION INFORMATION

The purchase of certain products and services on MSI may require you to register for a user account (hereinafter referred to as “User
Account”). If you choose to register and establish a User Account, you agree to provide true, complete and accurate registration
information (hereinafter referred to as “Registration Information”). You are responsible for updating and maintaining the accuracy of
your Registration Information as needed to keep your Registration Information current and up-to-date. If you provide any Registration
Information that is incorrect, untrue or inaccurate, not current, or incomplete, or if MSI suspects that your Registration Information is
untrue, inaccurate, or incomplete, then MSI may, at it’s sole discretion, suspend, terminate, or refuse future access to MSI.
Registration Information will be subject to the TSI Privacy Policy (which is incorporated by reference herein). You are responsible for
maintaining the secrecy and security of any and all personal and User Account Information.

You are responsible and liable for any conduct on the MSI Site under your User Account. MSI is not responsible for any unauthorized
use of your User Account. If you believe there has been unauthorized use of your User Account, you must notify MSI immediately.
Only the authorized license user is permitted to use the password protected account within MSI. If anyone loans or discloses their
User Name and Password or otherwise knowingly or unknowingly allows unauthorized access into the fee-based products, the
original site license holder shall be responsible for and will be billed for any and all purchases an unauthorized user makes on MSI.

USER SUBMISSIONS

MSI may from time to time provide its members with access to a forum to give you and other users an opportunity to submit, post,
display, transmit and or exchange information, ideas, opinions, photographs, images, video, creative works or other information,
messages, transmissions or material to MSI and other users via chat rooms, message boards or other means (hereinafter referred to
as “User Submissions”). User Submissions do not reflect the views of MSI or any of it’s forum moderators neither of which have any
obligation whatsoever to monitor, edit, or review any User Submissions on the MSI Site. MSI and it’s forum moderators assume no
responsibility or liability arising from the content of any User Submissions, nor any error, defamation, libel, slander, omission,
falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in any information within any User Submission to MSI.
You are strictly prohibited from submitting or transmitting to MSI and it’s forum moderators any unlawful, threatening, libelous,
defamatory, obscene, scandalous, inflammatory, pornographic, or profane material that could constitute or encourage conduct that
would be considered criminal offense, give rise to civil liability, or otherwise violate any law. MSI and it’s forum moderators will fully
cooperate with any law enforcement authorities or court order requesting or directing it to disclose the identity or anyone posting any
such information or materials. All User Submissions will be treated as non-confidential and non-proprietary. Anything you submit or
transmit to MSI or post shall be deemed the property of and may be used by MSI and it’s forum moderators for any purpose, including,
but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting. Furthermore, MSI and it’s forum
moderators are free to use and shall be deemed to own, any ideas, concepts, know-how, or techniques contained in any User
Submission you submit or transmit to MSI for any purpose whatsoever, including, but not limited to, developing, manufacturing and
marketing products using such information. Disclosure, submission, or offer of any User Submissions to shall constitute an
assignment to MSI of all worldwide rights, titles, and interests in all copyrights and other intellectual property rights in such User
Submission. MSI may edit, copy, publish, distribute, translate, and otherwise use in any medium any User Submission that you submit
or transmit to MSI and or it’s forum moderators and will own exclusively all such rights, titles, and interest and shall not be limited in
any way in its use, commercial or otherwise, of the submission. MSI is and shall continue to be under no obligation to maintain any
User Submission in confidence, to compensate you or any other user for any User Submission, or to respond to any of your or any
other user’s User Submission.

TESTIMONIALS

The purpose of MSI Testimonials (your statement of appreciation or performance) is to share with others in an open platform the
nature of your experience with MSI, it’s staff and partners. products and services, and how these experiences have contributed to
your success. By offering or submitting a Testimonial you agree to allow MSI to post and display, and otherwise allow MSI share and
exchange your Testimonial it in the formats submitted, (online submission, letter, audio, video, etc.). All Testimonials will be
represented as provided and at shared or exchanged at the discretion of MSI with verification of association by the submitter with MSI,
it’s staff, partners, products and services.

RESTRICTIONS ON USE OF MSI PROPERTY AND MATERIALS

This website is owned and operated by the Michael Spagna International (MSI). Except as otherwise expressly
permitted by MSI, no materials from this website or any website owned, operated, licensed or controlled by MSI may be copied,
reproduced, republished, uploaded, posted, transmitted, or distributed in any way in whole or in part.

You may download material displayed on this website that is made available to you for the expressed purpose of the material for your
use only, provided that you also retain all copyright and other proprietary notices contained on the materials. You may not distribute,
modify, transmit, reuse, repost, or use the content of this website for public or commercial purposes, including the text, images,
audio, and video without prior written permission from MSI.

GENERAL PROVISIONS

This Agreement is governed by and shall be construed in accordance with the laws of the State of California without regard to its
principles of conflicts of law. In the event of a dispute arising under or relating to this Agreement, the MSI Site or the Services, you
agree to the exclusive jurisdiction of the federal and state courts located in the State of California, and waive any jurisdictional,
venue, or inconvenient forum objections to such courts. The MSI Site is controlled and operated by The Sales Excellence And
Leadership Institute from its principal office in Newport Beach, California and is not intended to subject MSI to the laws or jurisdiction
of any state, country, or territory other than that of California and of the United States of America.

MSI does not represent or warrant that the MSI Site, or any aspect thereof, are appropriate or available for use in any particular
jurisdiction. Those who choose to access the MSI Site at their own risk, and are responsible for complying with local laws. We may
limit the availability of the MSI Site to any person, geographic area, or jurisdiction we choose, at any time at our sole discretion.
If any provision of this Agreement is found for any reason to be unlawful, void, or unenforceable, then that provision will be deemed
severable from this Agreement and will not affect the validity and enforceability of any remaining provision. Any heading, caption or
section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision
hereof. A party’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a
waiver of any provision or right. This, together with any of our policies referred to herein, constitutes the entire Agreement between
you and MSI relating to your use of the MSI Site.

This Agreement supersedes any and all prior or contemporaneous written or oral agreements between you and MSI regarding the
same subject matter (except other written, fully-executed contracts between you and MSI). Neither the course of conduct between
you and MSI, nor trade practice, shall act to modify any provision of this Agreement. This Agreement is not assignable, transferable
or sub-licensable by you except with our prior written consent.

TRADEMARKS AND COPYRIGHTS

All trademarks, service marks, trade names, logos, and icons are proprietary to MSI. Nothing contained on the MSI Site should be
construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the MSI Site
without the written permission of MSI. Your use of the trademarks displayed on the MSI Site, or any other content on the MSI Site,
except as provided herein, is strictly prohibited. Images displayed on the MSI Site are either the property of, or used with the
permission by MSI. The use of these images by you, or anyone else authorized by you, is prohibited unless specifically permitted by
MSI. Any unauthorized use of images may violate copyright laws, trademark laws, the laws of privacy and publicity, and
communications regulations and statutes.

UPDATES

MSI reserves the right to change these Terms of Use in order to address future developments of MSI, the MSI Site or changes or the
laws governing the scope of our business and the industries and people we serve.

If you have any questions you would like to address regarding the the Michael Spagna International website Privacy
Policy or Terms of Use, please Contact Us or email us at: info@michaelspagna.com