Terms of Purchase
Change Decoded, LLC
Effective Date: April 24, 2026 | Last Updated: April 24, 2026
BY COMPLETING A PURCHASE ON THIS SITE, YOU AGREE TO THESE TERMS OF PURCHASE IN THEIR ENTIRETY. IF YOU DO NOT AGREE, DO NOT COMPLETE YOUR PURCHASE. THESE TERMS OF PURCHASE ARE INCORPORATED INTO AND FORM PART OF OUR TERMS OF USE.
Definitions
The following terms have the meanings set forth below when used in these Terms of Purchase:
"Company" (referred to as "We," "Us," or "Our") means Change Decoded, LLC, a limited liability company organized under the laws of the State of South Dakota.
"Course" (also referred to as "Program") means the structured educational programs offered by the Company through the Site, including but not limited to under the name Beyond Change Management: Orchestrating Transformation, which provide participants with access to instructional content, materials, and resources related to the Company's Framework and organizational change methodology. The Course is a Digital Product for purposes of these Terms and is licensed, not sold. Access to the Course is granted upon purchase and order confirmation, subject to the delivery method and any access conditions described in Section 4.
"Defective Product" means a Digital Product or Course file that cannot be opened, is missing content that was represented as part of the product at the time of purchase, or is otherwise materially different from what was described in the product listing. Subjective dissatisfaction with the content, format, or approach of a product does not constitute a defect.
"Digital Products" means the downloadable digital goods available for purchase through the Site, currently including the Beyond Change Management: Orchestrating Transformation Course/Program and the Movement Health Check Guides and Health Check Reflection Guides, as listed on the Site from time to time. Digital Products are licensed, not sold.
"Framework" and “Transformation Harmony Framework” means the Company's proprietary organizational change management framework and methodology, for which a federal trademark application is currently pending with the United States Patent and Trademark Office.
"Gift Box" and “Transformation Foundations Gift Bundle” means the physical product bundle available for purchase through the Site, consisting of one (1) printed Transformation Harmony Framework Workbook, one (1) printed Track Builder Workbook, one (1) journal, and one (1) pen, shipped to the address provided at checkout. The Transformation Foundations Gift Bundle is a Physical Product for purposes of these Terms.
"Order Confirmation" means the electronic confirmation issued by the Company upon successful payment, confirming that your purchase has been processed and your Product will be delivered or shipped, as applicable.
"Physical Products" means the physical goods available for purchase through the Site that are shipped to customers, including the Transformation Harmony Framework Workbook (printed), the Track Builder Workbook (printed), and the Transformation Foundations Gift Bundle. Physical Products are sold, not licensed; however, the intellectual property embodied in Physical Products — including all content, text, the Framework, and methodology — remains the exclusive property of Change Decoded, LLC and is protected by copyright regardless of format.
"Privacy Policy" means the Company's Privacy Policy, available at www.change-decoded.com/privacy-policy, which is incorporated into these Terms by reference.
"Products" means all Physical Products and Digital Products offered for sale through the Site, collectively.
"Refund Policy" means the Company's Refund Policy, available www.change-decoded.com/refund-policy, which governs refund eligibility and process and is incorporated into these Terms by reference.
"Site" means the website located at www.change-decoded.com, operated by the Company.
"Stripe" means Stripe, Inc., the third-party payment processor used by the Company to process all purchases made through the Site. Stripe's privacy policy and terms of service are available at https://stripe.com/privacy.
"Terms of Use" means the Company's Terms of Use, available at www.change-decoded.com/terms-of-use, which govern your use of the Site generally and are incorporated into these Terms by reference.
"Website Disclaimer" means the Company's Website Disclaimer, available at www.change-decoded.com/disclaimer, which is incorporated into these Terms by reference.
"You" means the individual completing a purchase through the Site, or the company or other legal entity on behalf of which such individual is completing a purchase, as applicable. "Your" has a corresponding meaning.
1. About These Terms
These Terms of Purchase ("Terms") govern all purchases of Products – both Physical Products and Digital Products – made through the website located at www.change-decoded.com, operated by Change Decoded LLC ("Company," "We," "Us," or "Our").
These Terms apply to all buyers, whether purchasing as an individual or on behalf of an organization. These Terms of Purchase are incorporated by reference into Our Terms of Use, which govern Your use of the Site generally. The following document hierarchy applies in the event of any conflict: (1) Our Refund Policy governs with respect to refund eligibility and process; (2) these Terms of Purchase govern with respect to all other purchase and transaction matters; and (3) Our Terms of Use govern with respect to all other site use matters. Each document is incorporated by reference into the others and together they form a unified agreement.
2. Products Available for Purchase
We currently offer the following Products through the Site. Product availability may be updated from time to time without notice.
Physical Products (shipped to the address provided at checkout)
Transformation Harmony Framework Workbook (printed)
Track Builder Workbook (printed)
Transformation Harmony Framework Workbook + Track Builder Workbook bundle (printed)
Transformation Foundations Gift Bundle (printed Transformation Harmony Framework Workbook + printed Track Builder Workbook + journal + pen)
Digital Products (delivered electronically via Your account portal)
Movement Health Check Guides
Health Check Reflection Sheets
Additional digital guides and resources as listed on the Site from time to time
All prices are listed in United States Dollars (USD). We reserve the right to change Our pricing at any time. Price changes will not affect purchases already completed. Physical Products are subject to inventory availability and available while supplies last. Digital Products are available while accessible through the Site. We reserve the right to discontinue any Product at any time without notice. All purchases are subject to Our Terms of Purchase, which are incorporated herein by reference.
3. Orders and Payment
A. Order Process
To purchase a Product (whether a Physical Product or Digital Product), you must provide accurate billing information and complete the checkout process through Our payment processor. By submitting Your order, you represent that: (a) you are authorized to use the payment method provided; (b) all information you provide is accurate and complete; and (c) you agree to pay the stated purchase price plus any applicable taxes.
Your order is not final until you receive an order confirmation. We reserve the right to cancel or refuse any order at Our discretion, including if We suspect fraudulent activity or an error in the product listing.
B. Payment Processing
All payments are processed securely through Stripe. By completing a purchase, You authorize Stripe to charge Your selected payment method for the total purchase amount. We do not store Your full payment card information on Our servers. Your payment information is subject to Stripe’s privacy policy and terms of service, available at https://stripe.com/privacy.
C. Pricing and Taxes
All prices are listed in USD and are exclusive of any applicable sales tax, which may be added at checkout. The Company collects and remits South Dakota sales tax on applicable purchases and holds a South Dakota state tax ID for this purpose. Additional taxes may apply depending on Your location and will be collected at checkout where required. We do not currently offer payment plans.
D. Order Confirmation
Upon successful payment, you will receive an order confirmation. Please retain Your order confirmation for Your records. If you do not receive a confirmation within a reasonable time after completing Your purchase, please contact Us at support@change-decoded.com before assuming Your order was not processed.
4. Product Delivery
A. Digital Product Delivery
Upon successful payment and order confirmation, Your Digital Product will be made available to You via download links accessible through Your account on the Site portal, available upon login following payment confirmation. Please ensure that the email address or account credentials You provide at checkout are accurate, as delivery will be made to that address or account. You are responsible for downloading and saving Your Digital Product upon delivery. We strongly recommend saving a copy immediately upon receipt as download link access may be time-limited.
B. Physical Product Shipping
Physical Products (including but not limited to the Transformation Harmony Framework Workbook, Track Builder Workbook, and Transformation Foundations Gift Bundle) are physical goods shipped to the address You provide at checkout. Please ensure that Your shipping address is accurate and complete at the time of purchase. We are not responsible for undelivered or misdelivered Physical Products resulting from an inaccurate or incomplete address provided at checkout.
Once a Physical Product has been shipped, risk of loss and title pass to You. We are not responsible for delays, damage, or loss caused by the shipping carrier after the product has been tendered for delivery. If Your Physical Product arrives damaged or is not delivered within the expected timeframe, please contact Us at support@change-decoded.com promptly so We can assist You in filing a claim with the carrier or arranging a replacement where appropriate.
We accept returns of Physical Products within fourteen (14) days of the date of delivery, provided the product is unused and in its original condition. Products that have been written in, marked, damaged after delivery, or are otherwise not in their original condition are not eligible for return.
Return shipping costs are the responsibility of the customer. To initiate a return, contact Us at support@change-decoded.com within fourteen (14) days of delivery with Your order confirmation number and reason for return. We will provide return shipping instructions upon approval. Where the returned product is in eligible condition, You may request either a refund of the purchase price or an exchange for another available Physical Product of equal value. Refunds will be processed within ten (10) business days of Our receipt and inspection of the returned product.
C. Delivery Issues — Digital Products
If You experience a technical issue with the delivery of Your Digital Product — including a failed or non-functioning download link, a file that will not open, or a product that was not delivered within a reasonable time after purchase — please contact Us promptly at support@change-decoded.com. We will make reasonable efforts to troubleshoot and re-deliver Your product within three (3) business days of receiving Your report. Delivery issues do not entitle You to a refund except as described in Section 7 and Our Refund Policy.
D. Delivery Issues — Physical Products
If Your Physical Product arrives damaged, is missing contents, or is not delivered within the expected timeframe, please contact Us at support@change-decoded.com within fourteen (14) days of the expected delivery date. Please retain all original packaging and provide photographs of any damage upon request. We reserve the right to require documentation of the issue before issuing a replacement or initiating a carrier claim. Physical Product delivery issues are also addressed in Our Refund Policy.
E. System Requirements — Digital Products
You are responsible for ensuring that Your device meets the technical requirements necessary to access and use the Digital Products You purchase. We are not responsible for Your inability to access a product due to incompatible hardware, software, or internet connectivity. Workbooks and guides are delivered in PDF format.
5. License and Permitted Use
All Digital Products are licensed, not sold. Physical Products (including but not limited to the Transformation Harmony Framework Workbook, Track Builder Workbook, and Transformation Foundations Gift Bundle) are sold as physical goods; however, the intellectual property embodied in Physical Products — including all content, text, the Framework, and methodology — remains the exclusive property of Change Decoded, LLC and is protected by copyright regardless of format. Your purchase of a Physical Product does not grant any license to reproduce, adapt, distribute, or commercialize the content therein. Your purchase of a Digital Product grants you a limited, personal, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the purchased Digital Product solely for Your own personal professional development and learning. No rights are granted beyond those expressly stated in this Section.
What You May Not Do
Your license expressly excludes, without limitation, the following uses:
Reproducing, copying, printing in bulk, screenshotting, or redistributing any Product or any portion thereof to any third party, regardless of whether the Product was delivered digitally or in physical form
Using any Product or the Framework in connection with coaching, consulting, facilitation, training, workshops, or any other services You provide to third parties, whether paid or unpaid
Teaching, presenting, or delivering the Framework or its content as Your own methodology, curriculum, or proprietary work
Sharing access to Your download link, account credentials, any Digital Product file, or any Physical Product with any other individual for purposes of circumventing the one-user-per-purchase requirement
Uploading, posting, scanning, photographing, or otherwise making any Product or Framework content available on any platform, file-sharing service, learning management system, or third-party website
Modifying, adapting, translating, reverse engineering, or creating derivative works based on any Product or Framework content — in any format, physical or digital — without prior written permission from the Company
Removing, altering, or obscuring any copyright notice, trademark notice, or attribution language contained in any Digital Product or Framework
Reselling, sublicensing, or otherwise transferring any Digital Product or Your license rights to any third party. Note that Physical Products may be gifted as physical items; however, any such transfer does not convey any right to reproduce, adapt, or commercialize the intellectual property embodied therein
Using any Digital Product or the Framework to develop competing products, services, methodologies, or training programs
Notice of Unauthorized Use
If You become aware that any Product, Framework, or any portion of the intellectual property mbodied therein has been shared, distributed, reproduced, or made available by any person in violation of these Terms, You agree to notify Us promptly at support@change-decoded.com.
While You are not obligated to police third-party conduct, if You were the source of the unauthorized distribution — whether intentional or inadvertent — You remain liable for the breach regardless of whether You initiated or authorized the further distribution.
Audit Right
The Company reserves the right, upon reasonable notice, to request that You confirm in writing Your compliance with the license terms set forth in this Section, including the number of individuals accessing any purchased Digital Product and/or using any purchased Physical Product. You agree to cooperate with any such request promptly and in good faith.
No Implied License or Waiver of Rights
The Company's failure to enforce any provision of this license at any time shall not be construed as a waiver of its right to enforce that provision in the future or with respect to any other violation. No course of dealing, trade practice, or prior conduct shall be deemed to create any license right not expressly granted herein. The Company expressly reserves all intellectual property rights not specifically granted by these Terms.
Survival of License Restrictions
The restrictions set forth in this Section shall survive the termination or expiration of Your license and these Terms. Termination of Your license does not extinguish any claim the Company may have arising from a breach of these Terms that occurred prior to termination.
Acknowledgment of Irreparable Harm
You acknowledge that any breach of the license restrictions set forth in this Section would cause irreparable harm to the Company for which monetary damages would be an inadequate remedy, and that the Company shall be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or other security. This acknowledgment does not limit the Company's right to pursue any other remedy available at law or in equity.
Consequences of Breach
Any use of a Digital Product outside the scope of the license granted in this Section, or any reproduction, distribution, or commercialization of the intellectual property embodied in a Physical Product in violation of this Section, constitutes a material breach of these Terms and an infringement of the Company's intellectual property rights, and may result in immediate termination of Your license without refund, suspension or termination of Your account, and pursuit of all available legal and equitable remedies including injunctive relief and recovery of attorneys' fees and costs to the fullest extent permitted by applicable law.
6. Organizational Purchases and Gift Box
A. Organizational Purchases
If you are purchasing on behalf of an organization, You represent and warrant that You are authorized to bind the organization to these Terms. The license granted by Your purchase covers one individual user only. If Your organization requires access for multiple users, each user must purchase a separate license. We do not currently offer multi-seat, enterprise, site, or organizational licenses.
B. Transformation Foundations Gift Bundle (“Gift Box”)
The Transformation Foundations Gift Bundle is a physical product bundle containing one (1) printed Transformation Harmony Framework Workbook, one (1) printed Track Builder Workbook, one (1) journal, and one (1) pen, shipped to the address provided at checkout. The Gift Box is a Physical Product and is sold as a physical good. The intellectual property embodied in the printed workbooks — including all content, text, the Framework, and methodology — remains the exclusive property of Change Decoded, LLC and is protected by copyright.
The Gift Box will be shipped to the address provided at checkout. If You are purchasing the Gift Box as a gift for another individual, You may enter the recipient's shipping address at checkout. Please note that the Order Confirmation will be sent to the purchaser's email address regardless of the shipping destination. By providing a recipient's shipping address, You represent that You have the recipient's permission to share that address with Us for fulfillment purposes. By accepting the Gift Box, the recipient agrees to be bound by these Terms with respect to use of the intellectual property contained therein. Physical product shipping and return terms are addressed in Section 4B and the Refund Policy.
7. Refund Policy
ALL SALES ARE GENERALLY FINAL. FOR DIGITAL PRODUCTS, SALES ARE FINAL UPON ELECTRONIC DELIVERY AND ACCESS. FOR PHYSICAL PRODUCTS, SALES ARE FINAL UPON SHIPMENT EXCEPT AS PROVIDED IN THE REFUND POLICY. REFUNDS ARE AVAILABLE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED BELOW AND IN OUR COMPLETE REFUND POLICY.
Our complete Refund Policy is available at www.change-decoded.com/refund-policy and is incorporated into these Terms of Purchase by reference. In the event of any conflict between the Refund Policy and these Terms of Purchase, the Refund Policy governs with respect to refund eligibility and process.
A. Digital Downloads — Refunds for Defect or Non-Delivery
Because Digital Products are delivered electronically and become immediately accessible upon purchase, all Digital Product sales are final upon delivery. Physical Product sales are final upon shipment. We do not offer refunds for Digital Products based on change of mind, dissatisfaction with content, or failure to use the product after delivery. Refunds for Digital Products are available
only in the following circumstances:
Defective Product: The file You received is corrupted, incomplete, or otherwise non-functional and We are unable to provide a functioning replacement within the re-delivery timeframe described in Section 4. Before a refund will be issued on the basis of a defective product, We reserve the right to require You to provide reasonable documentation of the defect, including but not limited to a screenshot or screen recording demonstrating the error, the device and software You are using to access the file, and a description of the steps You took to open or access the product. We further reserve the right to inspect the reported issue, attempt to reproduce the defect, and offer a replacement or alternative file format before processing a refund. A refund will not be issued where the inability to access a product is attributable to Your device, software, internet connection, or failure to meet system requirements rather than a defect in the product itself.
Non-Delivery: You did not receive Your Digital Product and We are unable to re-deliver it within the re-delivery timeframe described in Section 4 despite reasonable troubleshooting efforts. Before a refund will be issued on the basis of non-delivery, You must: (a) confirm that the email address or account credentials You provided at checkout are accurate; (b) check Your spam, junk, and promotions folders; (c) confirm that Your inbox is not full or subject to filtering rules that may have blocked delivery; and (d) contact us at support@change-decoded.com and allow us the opportunity to re-deliver or investigate the delivery failure. We reserve the right to request confirmation of the steps you have taken to locate the product before issuing a refund, and to make at least one re-delivery attempt before a refund is processed. Non-delivery will not be deemed to have occurred where delivery was made to the email address or account provided at checkout and the failure to receive the product is attributable to factors within Your control.
To request a refund under either circumstance, you must contact us at support@change-decoded.com within seven (7) days of Your purchase date and provide Your order confirmation number and a description of the issue. We reserve the right to request additional information or attempt re-delivery before issuing a refund.
B. No Satisfaction Guarantee; No Guarantee of Results
We do not offer a satisfaction guarantee, money-back guarantee, or guarantee of any specific outcome or result from the use of any Product, whether a Physical Product, Digital Product, or Course. Products and Courses are educational and reflective tools designed to support Your own thinking and professional development. They are not professional consulting services, and the
Company does not assess, analyze, or provide tailored advice with respect to Your specific organizational circumstances, challenges, or goals.
Results from using any Product and/or Course will vary based on individual circumstances, organizational context, leadership engagement, team readiness, implementation quality, and a wide range of other factors that are entirely outside the Company's control. The Company makes no representations, warranties, or guarantees — express or implied — that use of any Product and/or Course will produce any particular professional, organizational, or business outcome.
The effectiveness of any framework, methodology, or educational tool depends on how it is applied, the commitment of the individuals using it, and conditions that the Company cannot evaluate, predict, or control through the sale of a Product and/or Course.
Dissatisfaction with the content, approach, format, or results of a Product and/or Course does not constitute a defect and does not entitle You to a refund under this Policy or our Refund Policy. Purchasing a Product and/or Course with the expectation of a specific outcome You do not achieve does not give rise to a claim for refund, chargeback, or any other remedy against the Company.
Any testimonials, case examples, success stories, or descriptions of outcomes referenced on the Site or in our marketing materials reflect individual experiences and are not a guarantee, promise, or representation that You or any other purchaser will achieve similar results. Individual results will differ.
The absence of a satisfaction guarantee does not affect Your rights under Section 7A of these Terms with respect to a product that is genuinely defective or was not delivered. Those rights remain available to You as described.
C. Refund Processing
Approved refunds will be processed to the original payment method within ten (10) business days of approval. Processing times may vary depending on Your financial institution. We are not responsible for delays in refund processing caused by Your bank or card issuer.
8. Chargebacks and Disputes
If you initiate a chargeback or payment dispute with Your bank or credit card issuer in circumstances where a refund would not be available under these Terms or the Refund Policy, We reserve the right to: (a) dispute the chargeback and provide documentation of Your purchase and Our delivery of the product; (b) suspend or terminate Your access to any products or Your account; and (c) pursue any remedies available to Us under applicable law.
We encourage you to contact Us at support@change-decoded.com before initiating a chargeback, as We are committed to resolving legitimate delivery and defect issues promptly.
You acknowledge that initiating a chargeback in bad faith or in circumstances not permitted under our Refund Policy may constitute a breach of these Terms and may be reported to your financial institution accordingly. In addition to any other remedies available to us, if you initiate a chargeback that is determined to be invalid, unauthorized, or in bad faith, you agree to pay a chargeback penalty fee of $35.00 per chargeback incident to cover the administrative costs, processing fees, and other expenses we incur in connection with disputing the chargeback. This fee will be invoiced to you directly and is immediately due and payable upon demand. You authorize us to pursue collection of this fee through any available legal means.
9. Intellectual Property and Content Ownership
A. Ownership
All content embodied in or associated with Our Products — including but not limited to all text, frameworks, workbooks, guides, graphics, visual design elements, course materials, and methodologies — is the sole and exclusive intellectual property of Change Decoded, LLC and is protected by applicable United States and international copyright, trademark, trade secret, and other intellectual property laws. While Physical Products are sold as goods, Your purchase of a Physical Product transfers ownership of the physical item only and does not transfer any ownership interest in the underlying intellectual property. Your purchase of a Digital Product does not transfer any ownership interest whatsoever. All rights not expressly granted to You under these Terms are expressly reserved by the Company.
B. Copyright Notice
All Products and Courses, including the content embodied in Physical Products, are protected by copyright. Unauthorized reproduction, distribution, public display, or creation of derivative works based on any Product and/or Course — in any format, physical or digital — is strictly prohibited and may constitute copyright infringement subject to civil and criminal penalties under 17 U.S.C. § 501 et seq. The Company actively monitors for unauthorized use and reproduction of its Digital Products and Courses and reserves the right to pursue all available legal remedies against any person or entity that infringes its copyright, including statutory damages of up to $150,000 per work for willful or reckless infringement, including injunctions, impounding, consequential damages, and attorney's fees.
C. Proprietary Framework and Methodology
The Company's proprietary organizational change management framework and methodology, the Framework, constitutes original intellectual property developed through substantial investment of time, expertise, and real-world organizational transformation experience.
The Framework — including its structure, terminology, principles, sequencing, and associated tools — is protected by copyright and constitutes a trade secret and proprietary work of the Company. You may not reproduce, teach, license, sublicense, or otherwise commercialize the Framework or any component thereof without the prior written consent of the Company.
A federal trademark application for Change Decoded is currently pending with the United States patent and Trademark Office. Pending registration, the Company asserts all available common law trademark rights in the Framework name and associated branding. You may not use the Framework name, any confusingly similar name, or any associated branding in connection with any product, service, course, training program, or other commercial activity without the prior written consent of the Company. Unauthorized use of the Framework name or branding may constitute trademark infringement and unfair competition under applicable federal and state law.
D. Third-Party Design Elements
Certain visual design elements incorporated into Our Digital Products were created using Canva and are used in accordance with Canva's Content License Agreement, available at https://www.canva.com/policies/content-license-agreement/. These elements remain subject to Canva's license terms and are not transferred to You by Your purchase. Nothing in these Terms conveys to You any rights in or to Canva-sourced design assets beyond Your right to view them as incorporated into the Digital Products You have purchased.
E. No License by Implication
Nothing in these Terms or in Your purchase of any Digital Product shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any intellectual property of the Company beyond the express license set forth in Section 5 of these Terms. The Company's intellectual property may not be used in connection with any product or service in any manner that is likely to cause confusion, or in any manner that disparages or discredits the Company.
F. Infringement Reporting
If You believe that any content available through the Site infringes Your intellectual property rights, or if You become aware of any unauthorized use or reproduction of the Company's intellectual property, please notify us promptly at support@change-decoded.com with a description of the intellectual property at issue and the nature of the alleged infringement. The Company takes intellectual property rights seriously and will investigate all reports promptly.
10. Disclaimers and Limitation of Liability
A. No Guarantees of Results
Our Products — including Physical Products, Digital Products, and Courses —are designed as practical educational and reflective tools. We make no representations or guarantees about the results you will achieve from using any product. Outcomes will depend on Your individual circumstances, organizational context, implementation, and other factors outside Our control.
The content of Our products reflects practical frameworks and guides built on established change management principles and organizational psychology. It is not academic research, professional consulting, legal, financial, HR, or IT advice, and should not be treated as such. Please refer to the No Professional Advice section of Our Terms of Use for a full description of content limitations.
B. Disclaimer of Warranties
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL PRODUCTS ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT ANY PRODUCT WILL MEET YOUR SPECIFIC NEEDS OR PRODUCE ANY PARTICULAR OUTCOME.
C. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO A PURCHASE OF ANY PRODUCT SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM. FOR CLAIMS RELATING TO SITE USE GENERALLY (RATHER THAN A SPECIFIC PURCHASE), THE LIABILITY CAP SET FORTH IN OUR TERMS OF USE GOVERNS. WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE ANY PRODUCT.
D. Indemnification
You agree to indemnify, defend, and hold harmless Change Decoded, LLC and its members, managers, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Your purchase or use of any Digital Product or Course; (b) Your violation of these Terms; (c) Your violation of any third-party right, including any intellectual property right; (d) any unauthorized use or distribution of any Digital Product, Course, or the Framework in violation of the license restrictions set forth in Section 5; or (e) Your breach of any representation or warranty made in connection with Your purchase.
11. Governing Law and Dispute Resolution
These Terms of Purchase are governed by and construed in accordance with the laws of the State of South Dakota, without regard to its conflict of law principles. Any disputes arising out of or relating to these Terms or any purchase shall be resolved in accordance with the dispute resolution provisions set forth in Our Terms of Use, including the class action waiver, all of which are incorporated herein by reference. This includes the requirement to first attempt informal resolution, then non-binding mediation, before pursuing other remedies. Either party may bring an individual claim in small claims court if the claim qualifies for small claims jurisdiction in South Dakota or the courts of competent jurisdiction in South Dakota.
12. Modifications
We reserve the right to modify these Terms of Purchase at any time by posting updated Terms on the Site. Changes will not affect purchases completed before the updated Terms are posted. Your continued use of the Site or completion of a purchase after updated Terms are posted constitutes Your acceptance of the updated Terms.
13. General Provisions
Entire Agreement. These Terms of Purchase, together with Our Terms of Use, Privacy Policy, Refund Policy, and Website Disclaimer (each incorporated herein by reference and each available at the URLs set forth in the Definitions section of these Terms), constitute the entire agreement between You and Change Decoded, LLC with respect to Your purchase and use of any Product, and supersede all prior and contemporaneous agreements, understandings, negotiations, representations, and communications between the parties, whether written or oral, relating to the same subject matter. You acknowledge that in entering into these Terms You have not relied on any statement, representation, warranty, or undertaking that is not set out in these Terms or the incorporated documents. No employee, agent, or representative of the Company has authority to make any representation or promise not contained in these Terms, and You agree that You have not relied on any such representation or promise in deciding to make a purchase.
Severability. If any provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from these Terms, and the remaining provisions shall continue in full force and effect without diminishment. The invalidity or unenforceability of any provision in one jurisdiction shall not affect the validity or enforceability of that provision in any other jurisdiction. The parties agree that any invalid or unenforceable provision shall be replaced by a valid and enforceable provision that achieves, to the greatest extent possible, the economic, legal, and commercial objectives of the original provision.
No Waiver. No failure or delay by the Company in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise of that right, power, or remedy or the exercise of any other right, power, or remedy. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default of the same or any other provision. Any waiver by the Company must be in writing signed by an authorized representative of the Company to be effective.
No Assignment. You may not assign, transfer, delegate, sublicense, or otherwise dispose of any of Your rights or obligations under these Terms, or Your license to any purchased Digital Product, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of the Company. Any purported assignment in violation of this provision shall be null and void and of no force or effect. The Company may freely assign, transfer, or delegate its rights and obligations under these Terms, in whole or in part, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, without Your consent and without notice to You, provided that the assignee assumes all of the Company's obligations under these Terms.
Force Majeure. The Company shall not be liable for any failure or delay in the delivery of Products (including Physical Products and Digital Products) and/or Courses or the performance of any obligation under these Terms to the extent that such failure or delay is caused by circumstances beyond the Company's reasonable control, including but not limited to acts of God, natural disasters, pandemic or public health emergency, fire, flood, earthquake, governmental action or regulation, internet or telecommunications outages, cyberattacks, labor disputes, war, international disputes, terrorism, or other events of force majeure. In the event of a force majeure event, the Company's obligations under these Terms shall be suspended for the duration of the event. The Company will make reasonable efforts to notify You of a force majeure event affecting delivery and to resume performance as soon as reasonably practicable. A force majeure event does not excuse Your payment obligations for Products already delivered prior to the event.
14. Contact Us
For questions about these Terms of Purchase, delivery issues, refund requests, or any other purchase-related matter, please contact Us at:
CHANGE DECODED, LLC