LAST UPDATED April 29th 2024

These terms of use (“Terms”) apply to your use of the Services (defined below) and form an agreement between Forte Global Limited whose registered office is at 85 Great Portland Street, First Floor, London, England, W1W 7LT (“Forte Global”, “we”, “us”, “our”) and you (“Customer”, “you”, “your”).

If you are an individual using the Services on behalf of a company or other entity, then “Customer” includes you and that entity, and you represent and warrant that: (a) you are an authorised representative of the entity with the authority to bind the legal entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.

By creating an account to use the Services (“Account”), or using the Services, you agree to be bound by these Terms.

These Terms also refer to and incorporate any online form or order form signed or entered into by you and us (“Order Form”) (collectively, the “Agreement”). 

1. SERVICES
1. Use of Services. Subject to the terms of the Agreement, including (if applicable) your compliance with all payment obligations hereunder, we grant you a non-exclusive, non-transferable and revocable right to access and use the Services during the Term (defined below). “Services” means provision of the eSandro Intel Engine and any other services made available by us for purchase or use, including any of our associated software, documentation, materials, video classes, coaching and speaking services and websites, but excluding any Third Party Services (defined below). “eSandro Intel Engine” means the ‘eSandro’ AI language model made available by Forte Global.

1. Responsibilities for your Account. You must provide accurate, current and complete account information in connection with your Account. You may not share your Account credentials or make your Account available third parties.  You are responsible for the security of your Account. If you become aware of any of any unauthorised use of your Account or any other breaches of security relating to the Services, you must notify us immediately at [EMAIL].

1. Third Party Services. The Services may include third party software, products or services (“Third Party Services”). Third Party Services are subject to their own separate terms and conditions between you and provider of the Third Party Service. We are not responsible for any Third Party Services.

1. Feedback. You may choose to submit comments, reports ideas or other feedback about the Services (collectively “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a worldwide, perpetual, irrevocable, fully paid up, transferrable, sublicensable, non-exclusive royalty-free licence to all rights necessary for us to incorporate and use your Feedback for any purpose.
1. USE RESTRICTIONS
1. By using the Services, you represent and warrant that:

1. you are at least 18 years old, have full legal capacity and sufficient authorisation to enter into the Agreement;
2. you will comply with all requirements of the Agreement;
3. you will not use the Services or Customer Materials (defined below) in a manner that violates any applicable laws or infringes, misappropriates or otherwise violates any third party rights;
4. you will not upload or transmit any Content (defined below) that: (i) contains software viruses or any other computer code, files or programs designed to interrupt destroy, or limit the functionality of any computer software or hardware; or (ii) which, in our sole judgment, is objectionable or which restricts or inhibits any other person from using or enjoying our website or Services or which may expose us or our users to any harm or liability of any type;
5. you will not reverse engineer, reverse compile, decompile, translate, engage in model extraction or otherwise attempt to discover the source code or underlying components of the Services, algorithms and systems or the Services including our models, algorithms, or systems;
6. you will not use any method to scrape or extract data from the Services;
7. you will not use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services;
8. you will not use the Services to develop any artificial intelligence, machine learning or any other models that compete with our products or Services;
9. you will not engage in any activity that interferes with, disrupts or damages or unlawfully accesses our, or any third party’s, servers, networks or other properties or services;
10. you will not utilise the Services to generate harmful or offensive content (as determined solely by us);
11. you will not modify, copy, lease, sell or distribute any of our Services; and
12. you will not represent that the Results (defined below) were human-generated when they were not. 

1. INTELLECTUAL PROPERTY AND CUSTOMER MATERIALS
1. Reservation of rights. Except as expressly granted herein, we retain all right, title and interest in and to the Services and any related improvements, modifications or enhancements, as well as related software programs, data, documentations, specifications, descriptions, algorithms, methods, processes and techniques.

1. Customer Materials. You may provide content to input into the Services, including but not limited to information, data, text, messages (“Content”) and will receive information, data text and other outputs from the Services based on the Content (“Results”). You are responsible for all Content. Content and Results, together “Customer Materials”. To the maximum extent permitted by applicable law, you: (a) retain all ownership rights in Content; and (b) own all Results. We hereby assign to you, by way of present and future assignment, with full title guarantee and free from all third party rights, all our right, title and interest, if any, in and to the Results.

1. Use of Customer Materials. You agree that we may use the Customer Materials as follows: (i) as reasonably necessary or desirable to provide the Services to you during the Term; (ii) to inform our product and development efforts; (iii) to develop and improve the Services (including by training our models). Except for any use which is reasonably required in order to comply with our obligations under the Agreement or to comply with applicable law, you can opt out  of our use of your Customer Materials by notifying us at [EMAIL].

1. Your obligation for Customer Materials. You are responsible for all Customer Materials and represent and warrant that you have all rights, licences and permissions required to provide the Content. You are solely responsible for all use of the Results and evaluating the Results for accuracy and appropriateness for your use case, including utilising human review as appropriate.

1. Similarity of Results. You acknowledge that due to the nature of our Services and artificial intelligence generally, Results may not be unique and other users may receive similar content from our services. Responses that are requested by and generated for other users are not considered your Results. Our assignment of Results above does not extend to other users’ results.
1. CONFIDENTIALITY
1. Use and Nondisclosure. “Confidential Information” means any business, technical or financial information, materials, or other subject matter disclosed by one party (“Discloser”) to the other party (“Recipient”) that is identified as confidential at the time of disclosure or should be reasonably understood by Recipient to be confidential under the circumstances. For the avoidance of doubt, Confidential Information includes Customer Materials. Recipient agrees it will: (a) only use Discloser's Confidential Information to exercise its rights and fulfil its obligations under the Agreement, (b) take reasonable measures to protect the Confidential Information, and (c) not disclose the Confidential Information to any third party except as expressly permitted in these Terms.

1. Exceptions. The obligations in clause 4.1 above do not apply to any information that: (a) is or becomes generally available to the public through no fault of Recipient; (b) was in Recipient’s possession or known by it prior to receipt from Discloser; (c) was rightfully disclosed to Recipient without restriction by a third party; or (d) was independently developed without use of Discloser’s Confidential Information. Recipient may disclose Confidential Information only to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in these Terms. Recipient will be responsible for any breach of this by its employees, contractors, and agents. Recipient may disclose Confidential Information to the extent required by law, provided that Recipient uses reasonable efforts to notify Discloser in advance.
1. PRIVACY

You acknowledge and confirm that you have read and understood our Privacy Notice [URL] which sets out how we collect, use, store and disclose your personal information in connection with the Agreement.

1. ESANDRO FREE TRIAL

If you are a participant of the Success Masterclass, we grant you a non-exclusive, non-transferable and revocable right to access and use the eSandro Intel Engine for the duration of the masterclass (“Free Trial Term”) for no additional fee. “Success Masterclass” means the coaching and speaking masterclass including 10 weeks of training with Sandro Forte and access to recordings, transcripts, and materials. Upon expiry of the Free Trial Term, all your access to and use of the eSandro Intel Engine shall be terminated. Any further use and access shall be subject to payment of the Fees (defined below) in accordance with the [Pricing Page URL].

1. PAYMENT
1. Fees. Subject to clause 6 (eSandro Free Trial), you agree to pay all fees (“Fees”) according to the prices and terms on the [Pricing Page URL] or as otherwise stated in an Order Form. All price changes will be effective thirty (30) days after they are posted, unless such changes are made for legal reasons, in which case they will be effective immediately. We have the right to correct pricing errors or mistakes even after issuing an invoice or receiving payment. You hereby authorise us and our third party payments processor(s) to charge the payment method provided on your account on an agreed-upon periodic basis (if applicable). If we issue an invoice, you shall pay such invoice within thirty (30) days of the invoice date. Fees are payable in Pounds Sterling or US Dollars. All payments are non-refundable except as set out in clause 8 (Refunds) below.

1. Taxes. Fees are excusive of taxes which we will charge as required by applicable law in connection with the Services. You are responsible for paying any and all withholding, sales, value added or other taxes, duties or charges applicable to the fees payable by you under this Agreement.

1. Invoice disputes and late payment. To dispute an invoice you must contact [EMAIL] within thirty (30) days of issuance. Overdue undisputed amounts may be subject to interest of [1.5% per month] of the amount due and we may suspend the Services immediately after providing written notice of late payment.
1. REFUNDS
1. If for any reason you are not satisfied with coaching services, we offer the following refund policy:
1. We offer a 100% satisfaction guarantee for our Success Masterclass. If you are not completely satisfied with the Success Masterclass, please let us know within 24 hours of the session, and we will either offer you a new session or refund your payment for that session.
2. We offer a 30-day money-back guarantee for our video courses. If you are not completely satisfied with the course, you can request a refund within thirty (30) days of your purchase. We will process your refund within seven (7) days of receiving your refund request. Please note that if you have completed more than 50% of the course, we reserve the right to deny your refund request.

1. To request a refund, please send an email to [EMAIL] with your name, order number, and reason for the refund request. We may ask you to provide additional information to help us understand the reason for the refund request.
1. TERMINATION
1. Term. The term of this Agreement will, unless otherwise terminated as provided in this clause 9, commence on the earlier of the date of an Order Form or the date you first use the Services and shall continue until the end of the applicable term as set out in the Order Form (“Term”). If you purchase a subscription to the Services, the subscription term will automatically renew for successive periods unless either of us gives the other notice of its intent not to renew. That notice must be given at least thirty (30) days before the start of the next renewal period.

1. Our termination for convenience. We may terminate your access to the Services, including by terminating your Account, without cause by giving not less than thirty (30) days’ written notice.

1. Termination. Unless you purchase Services for a committed duration, you may terminate this Agreement at any time by deleting your Account. Either party may immediately terminate this Agreement upon written notice:
1. the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment;
2. if the other party materially breaches the Agreement and does not cure the breach within thirty (30) days after receiving notice of the breach;
3. if we in our sole discretion, acting reasonably, determine that you are in breach of clause 2.1, or
4. if the other party ceases its business operations or becomes subject to insolvency proceedings.

1. Suspension. We may immediately suspend your access to the Services or terminate this Agreement or any Order Form: (i) if required by law; (ii) if we reasonably believe you’re your use of the Services is fraudulent or infringing or likely to infringe any laws, third party rights or our business interests; (iii) to prevent a security risk or other credible risk of harm or liability to us, the Services, or any third party; or (v) for business or operational reasons, including for maintenance or updates. We will use reasonable efforts to notify you of any suspension or termination and give you the opportunity to resolve the issue prior to suspension or termination (if applicable).

1. Effect of termination. Termination or expiration will not affect any rights or obligations including the payment of amounts due which have accrued under this Agreement up to the date of termination of expiration. Upon termination or expiration of this Agreement, the provisions that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms.
1. WARRANTIES
1.  10.1.Warranty. Each party represents and warrants to the other party that: (i) it has the requisite power and authority and the legal right to enter into the Agreement and to perform the obligations hereunder; and (ii) the entry into the Agreement and the performance of such party’s obligations under do not conflict with or constitute a default under any contractual obligation of such party.

1.  10.2.Disclaimer. Except for the warranties in clause 10.1 above, the Services are provided “as is” and we and our affiliates and licensors hereby disclaim all warranties, express or implied, including, without limitation, all implied warranties of merchantability, fitness for a particular purpose and title, quite enjoyment and non-infringement, and any warranties arising out of course of dealing or usage of trade. We make no representations or warranties (a) that use of the Services will be error free, uninterrupted or secure, (b) that defects will be corrected, (c) that Customer Materials will be accurate, or (d) with respect to Third Party Services. You use the Services at your own risk. We make no representation or warranties regarding the quality, accuracy, timeliness, completeness or reliability of any information or content obtained from the Services.
1. INDEMNITY

You agree to indemnify, defend, and hold us and our affiliates and licensors harmless against any liabilities, damages, and costs (including reasonable legal fees) payable to a third party arising out of a third party claim related to (a) use of the Services in breach of the Agreement, or (b) the Content.

1. LIMITATION OF LIABILITY
1.  12.1.Subject to clause 12.3, you acknowledge and agree that our total, aggregate liability to you for any and all claims arising out of or relating to the Agreement or your access to or use of (or your inability to access or use) the Services, whether in contract, tort (including negligence), strict liability, or otherwise, is limited to the greater of: (i) the amounts you actually paid us under the Agreement in the 12 month period immediately preceding the event giving rise to the claim for liability, or (ii) £1,000.

1.  12.2.Subject to clause 12.3, you acknowledge and agree that in no event shall we or our licensors be liable to you for any indirect, incidental, special, consequential, punitive or exemplary damages which you may incur, including, without limitation, any: (i) loss of profits, (ii) loss of revenue, (iii) loss of goodwill or business reputation, (iv) loss of or damage to data, (v) loss of contract, or (vi) loss of other economic advantage (in each case whether incurred directly or indirectly), even if we have been advised of the possibility of the same and whether foreseeable or not.
2.  12.3.Nothing in this Agreement excludes or limits the liability of either party for: (i) death or personal injury; (ii) fraud; or (iii) anything else that cannot be excluded or limited by applicable law.
1. MODIFICATION TO TERMS

We reserve the right to modify or amend these Terms or the Services from time to time, including for security, legal or regulatory reasons. When we make changes, we will make the updated Terms available on our website and update the “Last updated” date at the beginning of these Terms accordingly. You are advised to check these Terms periodically for changes. Changes are binding on all users of the Services and will take effect immediately from the posting of the revised terms. You agree to be bound by such variation and your continued use of the Services shall constitute your acceptance of such variation.

1. GENERAL
1.  14.1.Governing law and jurisdiction. The Agreement (including all non-contractual obligations arising from it) is governed in accordance with the law of English and Wales and we each irrevocably agree to submit all disputes arising out of or in connection with the Agreement to the exclusive jurisdiction of the courts of England and Wales.

1.  14.2.Severability. If any provisions of these Terms are found by the court of competent authorities to be invalid, void, unlawful or unenforceable under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.

1.  14.3.Notice. You agree that we may provide you with notices (including, without limitation those regarding changes to these Terms) by email or postings on our website.

1.  14.4.Force majeure. We will not be liable for any delay or failure to perform as required by the Agreement because of any cause or condition beyond our reasonable control, including, but not limited to, governmental action, acts of terrorism, earthquake, fire, flood, pandemic, acts of God, labour conditions, power failures, Internet disturbances, or acts or omissions of third parties.

1.  14.5.Assignment. We shall be allowed to assign, transfer, or subcontract its rights and/or obligations under the Agreement without any notification or consent. You will not be permitted to assign, transfer, or subcontract any of your rights and/or obligations under the Agreement.

1.  14.6.Entire agreement. The Agreement, as amended from time to time, constitute the sole and entire agreement between us and you with respect to your use of the Services and supersede other prior or contemporaneous negotiations, discussions, agreements, understandings, representations, and warranties, both written and oral, between us and you with respect to such subject matter.

1.  14.7.No Third Party Rights. Nothing in the Agreement shall be deemed to create any rights in any creditors or other persons, not a party hereto, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise, and the Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third parties.

1.  14.8.Waiver. The failure of one party to require performance of any provision shall not affect that party’s right to require performance at any time thereafter. At the same time, the waiver of one party to seek recovery for the other party’s breach of the Agreement of any provisions of applicable terms shall not constitute a waiver by that party of any subsequent breach by the other party or of the provision itself.