This Membership Agreement (the “Agreement”) is entered into effective as of the date of purchase by and between EMERGE POSITIVE LLC, a California limited liability company (“Emerge Positive”), and the member (“Member”), whereby Emerge Positive facilitates a coaching and development program known as Beyond by Emerge Positive™ (the “Program”), which provides mindset, lifestyle, and personal growth tools.
This Agreement constitutes an understanding and a contract between Emerge Positive and Member and you should read it carefully and raise any questions and/or concerns that you may have before you sign it. Member understands that participating in the Program is voluntary and that Member has the right to withdraw participation at any time.
1) Relationship with Emerge Positive
- Emerge Positive agrees to maintain the ethics and standards of behavior required of professional coaches. The Member’s participation in the Program creates a coaching and educational relationship only and is designed to provide support, accountability, and mindset tools. The Program is not therapy, counseling, medical treatment, or any other form of licensed professional care, and no Emerge Positive personnel are licensed to provide such services.
- Coaching is not a substitute for medical, psychological, psychiatric, financial, legal, or other professional advice or treatment. Emerge Positive does not diagnose, treat, or manage physical or mental health conditions, and does not promise or guarantee improvements to the Member’s health, emotional state, financial situation, relationships, career, or any other specific outcome.
- If the Member is experiencing a medical or mental health emergency or believes they may be a danger to themselves or others at any time during the Program, they must call 911 or their local emergency response number immediately. If the Member is under the care of a licensed professional, the Member is responsible for informing that professional of their participation in the Program.
- Member understands and agrees that:
- They are solely responsible for their own physical, mental, and emotional well-being, decisions, actions, and results during and after participation in the Program.
- Any changes made to their health, wellness, financial, or personal routines are undertaken voluntarily and at their own discretion.
- Emerge Positive is not liable for any actions or inaction, or for any direct or indirect results of the Member’s participation in the Program.
- All information provided by Emerge Positive (including suggestions, concepts, tools, and resources) is general in nature and does not constitute medical, mental health, financial, legal, or professional advice.
- The Member is responsible for seeking advice from a licensed medical, mental health, financial, or legal professional regarding any matters outside the scope of coaching.
- Coaching may involve discussions related to many areas of the Member’s life (including work, finances, health, wellness, relationships, and lifestyle). Decisions in these areas remain solely the Member’s responsibility, and Emerge Positive makes no guarantees regarding the Member’s choices or outcomes.
- To support the coaching relationship, the Member agrees to communicate honestly, be open to feedback, and devote the time and energy needed to participate fully. The Member may discontinue participation in the Program at any time.
2) The Program
- Eligibility. The Program is intended for individuals who are at least eighteen (18) years of age and residing in the United States of America. By enrolling, you represent and warrant that you meet these eligibility requirements. For purposes of this Agreement, ‘Program Materials’ means all content, videos, recordings, worksheets, tools, guides, templates, and other resources provided to the Member as part of the Program.
- Non-Discrimination. Emerge Positive complies with applicable federal, state and local civil rights laws, including the California Unruh Civil Rights Act and the Americans with Disabilities Act, which prohibit discrimination based on protected characteristics. A Member’s participation in the Program will not be denied on the basis of race, color, religion, sex, gender, gender identity, sexual orientation, national origin, ancestry, disability, age (where protected by law) or any other protected characteristic under applicable law.
- Intended Audience. While the Program is often especially meaningful for women navigating mid-life transitions and seeking renewed clarity, confidence, and direction, it is designed to support any eligible adult who resonates with its curriculum and community. Participation is open to all individuals who meet the eligibility criteria set forth above, regardless of gender or background.
- Components. The Program may include, but is not limited to: monthly themes and challenges; group coaching calls; live masterclasses and Q&A sessions (live and/or recorded); access to a private online community or membership platform; digital tools such as workbooks, PDFs, trackers, templates and journal prompts; replays and archives or selected content; and other bonus resources as further described on the Program sales page at the time of enrollment. Specific features of the Program may change over time, and Emerge Positive reserves the right to add, modify or remove Program components at any time in its sole and absolute discretion.
- Technology, Availability and Third-Party Platforms. The Program may be hosted on or integrated with third-party platforms (such as payment processors, community platforms and webinar tools). Emerge Positive is not responsible for any outages, downtime or service issues beyond its reasonable control. Emerge Positive may temporarily suspend access to the Program for maintenance, security or operational reasons, in its sole and absolute discretion.
3) Schedule and Fees
- Membership Fees. Program fees, including any founder or promotional pricing, are as described on the Program sales page or checkout page at the time of enrollment. Fees are exclusive of applicable taxes, unless otherwise stated.
- Automatic Renewal and Continuous Service. The Program is offered on a subscription basis (e.g., monthly and/or annually) and will automatically renew at the end of each billing period unless you cancel in accordance with this Section 3. By enrolling in the Program, the Member expressly and affirmatively consents to Emerge Positive’s auto-renewal and continuous service terms. Further, the Member authorizes Emerge Positive (and/or its third-party payment processor, such as Stripe) to automatically charge the Member’s chosen payment method for the recurring membership fee, plus applicable taxes, until the Member timely cancels its Membership.
- California’s Automatic Renewal Law. California’s Automatic Renewal Law (the “ARL”) applies to consumer services, subscriptions, and plans that continue until the consumer cancels them or that automatically renew. Accordingly, the ARL applies to the Program. Under the ARL, if the Member accepts a change in the fee for an existing auto-renewal or continuous service offer for the Program, Emerge Positive must give the Member notice at least seven (7) but no more than thirty (30) days before the fee change takes effect. The notice must include instructions on how to cancel. Further, Emerge Positive must provide Member’s with a subscription for more than a year with an annual reminder about their auto-renewal or continuous service plan. The annual reminder must be sent using the same method of communication as used to enroll in the Program. Emerge Positive must also provide the Member with information on how to cancel. The Member must be able to cancel using the same method of communication as used to enroll in the Program or the method that the Member uses to generally interact with Emerge Positive. Finally, if a Member enrolled in an auto-renewal or continuous service plan online, they must be able to cancel online at will, and Emerge Positive cannot engage in any steps that obstruct or delay the Member’s ability to cancel immediately. Member acknowledges that Emerge Positive has provided clear and conspicuous disclosure of all automatic renewal terms, as required by California’s Automatic Renewal Law.
- Founders and Promotional Pricing. If the Member is enrolled under a special “Founders” or promotional rate, the discounted pricing shall only apply as long as the Member maintains an active, uninterrupted subscription and is not in breach of this Agreement. If the Member terminates this Agreement and later rejoins the Program, standard pricing then in effect at the time of re-enrollment shall apply.
- Price Increases. Emerge Positive may increase the price of the program in the future. For existing Members, Emerge Positive will provide clear and conspicuous notice of any price increase and information on how to cancel within a reasonable period (as discuss above) before the change takes effect.
4) Session Procedure
The time of the Program sessions will be determined by Emerge Positive in its sole and absolute discretion. Emerge Positive will initiate all scheduled Program sessions and will provide Member with the appropriate session links at least 24 hours before a scheduled session. If a session is held in an unusual format, Member will be notified at least twenty-four (24) hours prior to the scheduled session time.
5) Confidentiality
This coaching relationship, as well as all information (documented or verbal) that Member shares with Emerge Positive as part of this relationship, is confidential; however, please be aware that the Emerge Positive-Member relationship is not considered a legally confidential relationship (like the medical and legal professions) and thus communications are not subject to the protection of any legally recognized privilege. Emerge Positive agrees not to disclose any information pertaining to Member without Member’s written consent. Additionally, Emerge Positive will advise other Members to maintain information shared during a session as confidential, but cannot guarantee the same. Emerge Positive will not disclose Member’s name as a reference without Member’s consent.
Confidential Information does not include information that: (a) was in Emerge Positive’s possession prior to its being furnished by Member; (b) is generally known to the public; (c) is obtained by Emerge Positive from a third party, without breach of any obligation to Member; (d) is independently developed by Emerge Positive without use of or reference to Member’s confidential information; (e) Emerge Positive is required by statute, lawfully issued subpoena, or by court order to disclose; (f) is disclosed to Emerge Positive and as a result of such disclosure Emerge Positive reasonably believes there to be an imminent or likely risk of danger or harm to Member or others; (g) involves illegal activity. Member also acknowledges their continuing obligation to raise any confidentiality questions or concerns with Emerge Positive in a timely manner; or (h) is necessary to protect Emerge Positive’s rights in any dispute between the parties.
6) Intellectual Property
A. Ownership. All Program content and materials are owned by or licensed to Emerge Positive and are protected by copyright, trademark and other intellectual property laws.
B. Personal Use License. Subject to the Member’s compliance with this Agreement and timely payment of any fees, Emerge Positive grants the Member a limited, non-exclusive, non-transferable, revocable license to access and use the Program Materials for its personal, non-commercial use only. The Member may download and print certain PDFs, worksheets or trackers for the Member’s individual use, but the Member may not share its login credentials with others; distribute, publish or share Program Materials publicly or with non-members; sell, license or otherwise exploit the Program Materials for a commercial purpose; or create derivative works based on the Program Materials without Emerge Positive’s prior written consent and the Member shall not share, repost, distribute, or disclose Program Materials to any third party, including in any online forums, groups, or social media platforms.
C. Member Generated Content. If the Member posts or submits content in any Program related space, the Member retains ownership of that content, but grants Emerge Positive a non-exclusive, worldwide, royalty free license to use, reproduce, distribute, display and create derivative works from such content in connection with operating and improving the Program, consisting with Emerge Positive’s privacy policy. The Member represents and warrants that it has the right to share such content and that it does not infringe upon the rights of any third party. Emerge Positive reserves the right to remove any content from the Program that violates this Agreement or its community guidelines.
7) Cancellation Policy
A. Your Right to Cancel. The Member may cancel its membership at any time by logging into its account on Emerge Positive’s website at any time and following the cancellation instructions contained therein. Cancellation will take effect at the end of then-current billing cycle, unless otherwise specified.
B. Refund Policy. Within the first thirty (30) days of membership, a Member may cancel for any reason and receive a full refund of any membership fees paid to Emerge Positive. Thereafter, no refunds will be issued, without exception.
8) Termination or Refusal of Membership
- Emerge Positive’s Right to Decline or Terminate Membership. Emerge Positive reserves the right, in its sole and absolute discretion (subject to applicable law), to (i) decline any application for membership; (ii) limit, suspend, or terminate any membership; and/or (iii) remove any Member from the Program or any portion thereof (including, but not limited to live sessions, online forums, and coaching calls) at any time, with or without cause, and with or without prior notice. Without limiting the foregoing, reasons for declining or terminating membership may include (by way of example and not limitation): harassment, bullying, disrespectful behavior toward other members, staff or partners, disruptive conduct that interferes with the experience of the community, misuse of Program Materials (including unauthorized sharing, copying, distribution or resale), fraudulent activity (including chargebacks or misuse of payment information), or breach of this Agreement, community guidelines or other policies references on Emerge Positive’s website. Termination under this Section 8 does not entitle the Member to a refund. See Section 7 for the refund policy.
- Effect of Limited, Suspended or Terminated Membership. In the event Emerge Positive limits, suspends or terminates a Member’s participation in the Program as a result of that Member’s behavior, the Member shall not be entitled to a refund or reimbursement for any fee paid to Emerge Positive for any missed session or experience.
- Effect of Cancellation and Termination. Upon cancellation (as provided in Section 7) and termination (as provided above), the Member’s access to Program Materials, community spaces and live sessions shall be revoked at the time of cancellation or termination, as applicable. Further, upon cancellation or termination, the Member’s license to use Program Materials under Section 6 shall also immediately terminate.
9) Limited Liability, Release of Claims, § 1542 Waiver, and Indemnification.
A. No Warranties; No Professional Services. As set forth in Section 1 of this Agreement, the Program is a coaching and educational program only. Emerge Positive does not provide therapy, counseling, medical care, mental health treatment, legal advice, financial advice, or any other licensed professional service. Except as expressly stated in this Agreement, the Program and all related content, sessions, and materials are provided “as is” and “as available,” without warranties of any kind, express or implied. Emerge Positive makes no guarantee regarding the Member’s physical, mental, emotional, financial, or personal outcomes or results.
B. Limitation of Liability. To the fullest extent permitted by law, Emerge Positive shall not be liable to the Member for any: (i) indirect, incidental, consequential, exemplary, special, or punitive damages; (ii) loss of profits, revenue, business, data, goodwill, or opportunities; (iii) emotional distress, mental anguish, personal injury, or damages arising from the Member’s reliance on Program content or participation in the Program; or (iv) inability to access or use the Program or any portion thereof.
Notwithstanding any claim the Member may assert, Emerge Positive’s total cumulative liability for any claim arising out of or relating to this Agreement or the Program shall not exceed the total amount actually paid by the Member during the three (3) months immediately preceding the event giving rise to the claim. The Member acknowledges that this limitation is a fundamental basis of the bargain between the parties.
C. Assumption of Risk. The Member voluntarily assumes all risks associated with participation in the Program, including any personal, emotional, behavioral, relational, lifestyle, or financial decisions made during or after the Program. The Member remains solely responsible for their choices and outcomes.
D. Release of Claims; California Civil Code § 1542 Waiver. Except for claims arising solely from Emerge Positive’s gross negligence or willful misconduct, the Member hereby releases, acquits, and forever discharges Emerge Positive and its owners, members, managers, employees, contractors, agents, and affiliates from any and all claims, demands, liabilities, damages, actions, or causes of action, whether known or unknown, arising out of or relating to the Member’s participation in the Program or this Agreement.
The Member expressly waives the protections of California Civil Code § 1542, which provides:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in their favor at the time of executing the release, and that, if known by them, would have materially affected their settlement with the debtor or released party.”
The Member understands and agrees that this waiver is intended to be effective as a full and final release of all claims, known or unknown, that arise out of or relate to participation in the Program, except for claims arising from gross negligence or willful misconduct.
E. Indemnification. To the fullest extent permitted by law, the Member agrees to indemnify, defend, and hold harmless Emerge Positive and its owners, members, managers, employees, contractors, agents, and affiliates from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) the Member’s participation in or use of the Program; (ii) the Member’s actions, decisions, or omissions during or after the Program; (iii) the Member’s breach of this Agreement or violation of any applicable law; (iv) the Member’s misuse, unauthorized sharing, or redistribution of Program Materials; or (v) any dispute between the Member and any third party arising from or connected to the Member’s conduct or reliance on Program content. This indemnity does not apply to claims resulting solely from Emerge Positive’s gross negligence or willful misconduct.
10) Media Release
As referenced above, the Program may include live or recorded group coaching sessions, workshops, Q&A calls, webinars, community discussions, online forums, or other interactive components (collectively, the “Program Experiences”). These Program Experiences may be recorded in video, audio, text, or screenshot form for the purpose of delivering the Program to current and future Members.
A. Consent to Recording and Internal Use. The Member understands and agrees that Emerge Positive may record, store, and replay Program Experiences, and that other Members may view or hear these recordings. The Member consents to the capture of their voice, image, name, likeness, comments, chat messages, and participation in such recordings for internal Program use, including replays for current and future Members.
B. Community Contributions. If the Member posts or submits content, including comments, testimonials, questions, photos, insights, or other materials within any Program related space, the Member grants Emerge Positive a non-exclusive, worldwide, royalty-free license to use, reproduce, and distribute such content for Program delivery, community engagement, and operational purposes consistent with Emerge Positive’s privacy policy, which is accessible on Emerge Positive’s website.
C. Limited Marketing Use. From time to time, Emerge Positive may wish to share Member feedback or participation for promotional purposes. Emerge Positive will not use any recording, likeness, or identifiable content of the Member for public marketing without obtaining the Member’s prior written or recorded consent, which may be granted or withheld in the Member’s sole discretion.
D. No Compensation. The Member understands that they will not receive any financial or other compensation arising from the use of recordings or submitted content as permitted in this Section.
E. Right to Opt Out of Visibility on Recordings. If the Member does not wish to appear on a recorded session, it is the Member’s responsibility to keep their camera off, use only first name or initials, refrain from speaking during recording, or notify Emerge Positive in advance. Participation without such notice constitutes consent to being recorded.
11) Entire Agreement
This Agreement reflects the entire agreement between Emerge Positive and the Member, and reflects a complete understanding of the parties with respect to the subject matter. This Agreement supersedes all prior written and oral representations. The Agreement may not be amended, altered or supplemented except in writing signed by both Emerge Positive and the Member. The Member acknowledges that they have not relied on any statements, representations, guarantees, or promises outside of this Agreement, including any statements made on the Program sales page, in marketing materials, in social media content, or during enrollment. Only the terms of this written Agreement govern the relationship between the parties.
12) Dispute Resolution
If a dispute arises out of this Agreement, the parties agree to attempt to negotiate in good faith for up to 14 days after notice of the dispute is given. All disputes arising under this Agreement shall be governed by and interpreted in accordance with the laws of the State of California, without regard to principles of conflict of laws. If the dispute cannot be resolved within 14 days, the parties agree to submit the dispute to arbitration in San Diego, California before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law in California. No party to this Agreement will challenge the jurisdiction or venue provisions as provided in this section. The arbitration shall be administered pursuant to the AAA Consumer Arbitration Rules unless the parties mutually agree otherwise. The parties agree that any arbitration shall be conducted solely on an individual basis, and neither party may participate in a class, collective, or representative action against the other. Nothing contained herein shall prevent either party from obtaining an injunction. Both parties understand that arbitration is final and binding and that the parties are waiving their right to a jury trial.
13) Severability
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If the Court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
14) Waiver
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
15) Applicable Law
This Agreement shall be governed and construed in accordance with the laws of the State of California, without giving effect to any conflicts of laws provisions.
16) Binding Effect
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.
17) Survival.
The provisions of this Agreement which by their nature should survive termination or expiration, including, but not limited to Sections 5 (Confidentiality), 6 (Intellectual Property), 8 (Termination Effects), 9 (Limited Liability and Indemnification), 12 (Dispute Resolution), and 15 (Applicable Law), shall survive and remain in effect.
18) Counterpart Signatures.
This Agreement may be executed in several counterparts, including via facsimile, each of which shall be deemed an original for all purposes, including judicial proof of the terms hereof, and all of which together shall constitute and be deemed one and the same agreement.
19) Force Majeure.
Emerge Positive shall not be liable for any delay or failure to perform any obligation under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, power or internet outages, platform or technology failures, government restrictions, natural disasters, labor disputes, or illness.