The Budgie Academy
Scholar's Club Membership

THE BUDGIE ACADEMY LLC

TERMS AND CONDITIONS OF USE

Effective Date: February 8, 2026

Please read these Terms and Conditions of Use (the “Terms“) carefully. You must agree to these Terms before you are permitted to:

• Purchase or access any products or services from The Budgie Academy LLC
• Use any Scholar’s Club Membership digital or downloadable resources, video recordings, coaching calls, live streams, or online private forums
• Participate in any coaching programs or consultation services
• Enter any online community platforms operated by The Budgie Academy LLC

These Terms apply to all products and services offered by The Budgie Academy LLC, whether hosted on our website or a third-party platform such as Mighty Networks (collectively, the “Services“).

If you do not agree with these Terms, you may not use or gain access to the Services.

As used in these Terms, the term “Releasees” is defined to include the following: (i) The Budgie Academy LLC, a Massachusetts limited liability company, its subsidiaries, affiliated companies, owners, members, managers, directors, officers, past and present employees, agents, coaches, representatives, successors and assigns (collectively, the “Company“); (ii) any Company volunteers or guests; and (iii) Dr. Amy Zhao.

1. PRODUCTS AND SERVICES OFFERED

The Budgie Academy LLC offers the following products and services:

1.1 Scholar’s Club Membership

A monthly membership program providing:

• Private community access hosted on Mighty Networks
• Direct messaging with Dr. Amy Zhao for answers and personalized advice
• One (1) weekly live session in the form of Q&A sessions or guest lecturers
• Evergreen resource library with articles, courses, and materials
• Discounted consultation pricing with experts from The Budgie Academy

Current Pricing: $27.00 per month (pricing as displayed at time of purchase)

1.2 Clarity Call

A 90-minute diagnostic consultation session to:

• Understand what’s really going on with your budgie
• Receive a customized action plan for the next 90 days
• Determine which level of ongoing support (if any) your budgie needs

What’s Included:

• One 90-minute consultation session
• Personalized action plan

Pricing: $297.00 (one-time payment)

1.3 Behavior Breakthrough Series

A six-week focused coaching program to address specific behavior or care challenges.

Best For: Budgies who are generally comfortable with people and handling, but have behavior or nutrition challenges you want help with.

What’s Included:

• Six weeks of one-on-one support
• Weekly coaching sessions
• Follow-through guidance and adjustments
• Scholar’s Club Membership access during the program period

Pricing: $996.00 total (3 payments of $332.00 every two weeks)

1.4 Signature Series

A twelve-week structured coaching program to build trust, daily routines, and practical skills.

Best For: Budgies who are fearful of humans and need support learning multiple foundational skills, such as comfort with hands, eating a healthy diet, interacting outside the cage, and bonding with people.

What’s Included:

• Twelve weeks of one-on-one coaching
• Monthly coaching sessions
• Structured guidance and support
• Scholar’s Club Membership access during the program period

Pricing: $1,995.00 total (3 payments of $665.00 monthly)

1.5 Transformation Series

A twelve-week intensive coaching program for complex, multi-layered challenges.

Best For: Birds or entire flocks facing severe or overlapping challenges across multiple areas, such as aggression, hormonal issues, chronic egg-laying, feather damaging/plucking, self-mutilation, or malnutrition.

What’s Included:

• Twelve weeks of intensive one-on-one support
• Monthly coaching sessions
• Coordinated guidance with additional expertise brought in as needed
• Scholar’s Club Membership access during the program period

Pricing: $3,495.00 total (3 payments of $1,165.00 monthly)

Note: The Company reserves the right to modify pricing, discontinue, or update service offerings at its sole discretion. The pricing and terms that apply to your purchase are those displayed at the time of purchase.

2. ELIGIBILITY

All Services are intended and only suitable for individuals aged eighteen (18) and above. Some content may not be appropriate for children. The Company disclaims all liability for use by individuals under the age of eighteen (18).

If you wish to participate in additional Services in the future or purchase other products, programs, or services from the Company, all conditions of these Terms will continue to apply unless superseded by another agreement in writing.

3. PAYMENT TERMS

3.1 Scholar’s Club Membership Payment Terms

Month-to-Month Recurring Payment:

• Upon registering for Scholar’s Club Membership, your first payment will be due at the current membership rate (as displayed at time of purchase)
• Recurring monthly payments will be charged to your payment method on the same calendar day each month (for example, if you join on March 17, your card will be charged again on April 17, May 17, and so on)
• You can cancel at any time before the next month’s payment is charged, as outlined in Section 4 below
• The monthly rate displayed at the time you join is the rate you will be charged, unless you are notified of a rate change

3.2 Clarity Call Payment Terms

• Full payment of $297.00 is due at the time of booking
• Payment is a one-time charge

3.3 Coaching Series Payment Terms

All multi-week coaching series (Behavior Breakthrough, Signature Series, and Transformation Series) offer installment payment plans:

Behavior Breakthrough:

• 3 payments of $332.00 each
• Payments charged every two weeks

Signature Series:

• 3 payments of $665.00 each
• Payments charged monthly

Transformation Series:

• 3 payments of $1,165.00 each
• Payments charged monthly

Payment Schedule: Your first payment is due upon enrollment. Subsequent payments will be automatically charged according to the schedule outlined above.

3.4 Payment Authorization

If paying by debit card or credit card, you give us permission to automatically charge your credit or debit card for all fees and charges due and payable to the Company, without any additional authorization, for which you will receive an electronic receipt. You also agree that the Company is authorized to share any payment information and instructions required to complete the payment transactions with its third-party payment service providers (e.g., credit card transaction processing, merchant settlement, and related services).

3.5 Failed or Late Payments

For Scholar’s Club Membership: If payment is not received by the date due, you will have a three (3) day grace period to make the payment. After the grace period, the Company reserves the right to terminate your access to the Services and all Content immediately and permanently.

If you fail to make any payment in a timely manner or voluntarily withdraw from the Services at any time or for any reason, you will remain fully responsible for any outstanding amounts owed. The Company reserves the right to charge a late fee on all balances more than thirty (30) days overdue. You agree to reimburse the Company for all collection and/or legal fees and expenses necessitated by lateness or default in payment.

For Coaching Series: If a scheduled installment payment fails, you will have three (3) business days to update your payment information and complete the payment. Failure to do so may result in suspension of coaching services until payment is received. All remaining installment payments remain due even if you choose to discontinue participation in the coaching series.

4. CANCELLATION POLICY

4.1 Scholar’s Club Membership Cancellation

You may cancel your Scholar’s Club Membership at any time. Cancellation must be completed before your next billing date to avoid being charged for the following month. No refunds will be provided for partial months or any previous months’ payments.

In the event you decide to cancel, any remaining, default, or late payments will be due immediately.

4.2 Clarity Call Cancellation

Reschedule Policy:

• You may reschedule your Clarity Call to a date within 14 days of the original scheduled appointment at no charge
• Rescheduling must be requested at least 24 hours before your scheduled appointment

Cancellation and Refund Policy:

• 50% refund if canceled more than 24 hours before your scheduled call
• No refund if canceled within 24 hours of your scheduled call
• No refund after the call has occurred

4.3 Coaching Series Cancellation

7-Day Satisfaction Period:

• You may cancel any coaching series (Behavior Breakthrough, Signature Series, or Transformation Series) within seven (7) days of your first coaching session
• If you cancel within this 7-day period, you will receive a 50% refund of payments made to date

After 7-Day Period:

• No refunds will be provided for any payments already made
• You may cancel remaining installment payments, but you will no longer have access to coaching services
• All Scholar’s Club Membership access included with your coaching series will terminate upon cancellation

Scholar’s Club Access After Coaching Series Ends: When your coaching series is completed or canceled, your Scholar’s Club Membership access (which was included with your coaching series) will end. You may choose to continue Scholar’s Club Membership separately at the current monthly rate (as displayed at that time) by enrolling as a standalone Scholar’s Club member.

5. REFUND POLICY

5.1 Scholar’s Club Membership Refunds

Your satisfaction with the Services is important to us. However, because of the extensive time, effort, preparation, and care that goes into creating and providing the Scholar’s Club Membership, we have a no-refund policy for membership payments.

Unless otherwise provided by law, you acknowledge that we do not offer refunds for any portion of your payment for any portion of the Scholar’s Club Membership, and no refunds will be provided to you at any time. By using and/or purchasing the Scholar’s Club Membership, you understand and agree that all sales are final, and no refunds will be provided.

5.2 Clarity Call Refunds

Refunds for the Clarity Call are governed by the cancellation policy outlined in Section 4.2 above.

5.3 Coaching Series Refunds

Refunds for coaching series are governed by the cancellation policy outlined in Section 4.3 above. Specifically:

• 50% refund available if canceled within 7 days of first coaching session
• No refunds after the 7-day period from the first session
• No refunds for any reason once the 7-day period has expired

5.4 Additional Refund Policy Provisions

Company Discretion: The Company reserves the right, in its sole discretion, to determine how to discipline a member who violates these Terms. If a member disagrees with how the Company disciplines another member and requests a refund on this basis, the Company will deny such request.

Termination for Violation: If, in the Company’s sole right and discretion, you persist with behaviors or actions that violate these Terms, the Company may terminate your access and participation in the Services without notice and without refund.

Additional Service Elements: The Company may offer additional program elements from time to time for a subgroup of members. These elements are bonuses, not part of the base services. If a member is denied participation in additional elements, no grounds for a refund are created, and any request for a refund on this basis will be denied.

Chargeback Policy: Since we have a clear and explicit refund policy in these Terms that you have agreed to prior to completing your purchase, we do not tolerate or accept any type of chargeback threat or actual chargeback from your credit card company or payment processor. If a chargeback is placed on a purchase or we receive a chargeback threat during or after your purchase, we reserve the right to report the incident to all three credit reporting agencies or to any other entity for inclusion in any chargeback database or for listing as a delinquent account, which could have a negative impact on your credit report score. The information reported will include your name, email address, order date, order amount, and billing address. Chargeback abusers wishing to be removed from the database shall make the payment for the amount of the chargeback.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Ownership of the Content

The words, videos, voice and sound recordings, training materials, design, layout, graphics, photos, images, information, materials, documents, data, databases, and all other information and intellectual property accessible on or through the Company’s website, any third-party website the Company may use to distribute or host the Services, and contained in emails sent to you by the Company, as well as the look and feel of all of the foregoing (the “Content“), is property of the Company and/or our affiliates or licensors, unless otherwise noted, and it is protected by copyright, trademark, and other intellectual property laws.

6.2 The Company’s Limited License to You

If you view, purchase, or access any Services or any of the Content, you will be considered our Licensee. For the avoidance of doubt, you are granted a revocable, non-transferable license for personal, non-commercial use only, limited to you only.

This means you may view, download, print, email, and use one copy of individual pages of the Services and Content for your own personal purposes or your own business only.

You may not:

• Republish, reproduce, duplicate, copy, sell, display, disclose, or distribute to friends, family, or any other third party
• Use any material from the Services or Content for commercial purposes or in any way that earns you or any third-party money (other than by applying them generally in your own business)

By downloading, printing, or otherwise using the Services or Content for personal use, you in no way assume any ownership rights of the Content—it is still Company property. Any unauthorized use of any materials found in the Services or Content shall constitute infringement.

You must receive our written permission before using any of the Services or Content for your own commercial use or before sharing with others.

The trademarks and logos displayed on the Services or Content are trademarks belonging to the Company, unless otherwise indicated. Any use including framing, metatags, or other text utilizing these trademarks, or other trademarks displayed, is strictly prohibited without our written permission.

All rights not expressly granted in these Terms or any express written license are reserved by us.

6.3 Unauthorized Use

Your use of any materials found in the Services or Content other than that expressly authorized in these Terms or by a separate written assignment is not permitted (“Unauthorized Use“).

You agree to pay liquidated damages of five (5) times the total fees paid for the Services in the event of your Unauthorized Use, or a minimum of five thousand dollars ($5,000.00), whichever is greater, in addition to any legal or equitable remedies the Company may be entitled to pursue. This is not a penalty but an agreed liquidated damage charge for the Unauthorized Use.

You agree that any violation or threatened violation of the Intellectual Property Rights terms in these Terms would cause irreparable injury to the Company that may not be adequately compensated by damages, entitling the Company to obtain injunctive relief, without bond, in addition to all legal remedies.

6.4 Your License to the Company; Use in Testimonials and Marketing

By posting or submitting any material during your participation in the Services—such as comments, posts, photos, designs, graphics, images, videos, or other contributions—you are representing to us that you are the owner of all such materials, and you are at least eighteen (18) years old.

You are also granting us, and anyone authorized by us, an unlimited, royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to:

• Use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly perform or display your contributions, in whole or in part, in any manner or medium, now known or developed in the future, for any purpose
• Make it part of the Company’s current or future Services and Content
• Exercise proprietary rights or intellectual property rights under any relevant jurisdiction without any further permission from you or compensation by us to you

You also consent to:

• Photographs, videos, and/or audio recordings, including teleconference calls, webinars, or other communications, that may be made by the Company during your participation in the Services that may contain you, your voice, and/or your likeness

The Company reserves the right to:

• Use these photographs, videos, and/or audio recordings and/or any other materials submitted by you to the Company or created by the Company in connection with your participation in any Services, without compensation to you at any time, now or at any time in the future
• Use your likeness and identify you as the author and individual depicted in any comments, posts, photos, images, videos, or other contributions created by you or the Company, or by name, email address, or screen name, for any purposes, including commercial purposes and advertising

You acknowledge that:

• We have the right but not the obligation to use any contributions from you
• We may elect to cease the use of any such contributions in the Services or in our Content at any time for any reason

6.5 Request for Permission to Use the Content

If you wish to use any of the Content or any other intellectual property or property belonging to the Company, you should request permission in writing BEFORE you use the Content by sending an email to: info@thebudgieacademy.com

If you are granted permission by the Company:

• You agree to use only the specific Content that the Company allows
• You agree to use it only in the ways for which the Company has given you its written permission

If you choose to use the Content in ways that the Company does not specifically give you written permission, you agree now that you will be treated as if you had copied, duplicated, and/or stolen such Content from us, and you consent to immediately stop using such Content and to take whatever actions as we may request and by the methods and in the time frame that we prescribe to protect our intellectual property and ownership rights in the Services and Content.

7. YOUR CONDUCT

7.1 Pitch-Free Zone

The Scholar’s Club is a “pitch-free zone.” You agree you will not:

• Pitch, promote, market, or sell any other products, groups, programs, or events to members on any Company website or third-party forums operated by the Company, whether or not officially sanctioned, owned, or operated by the Company
• Form, or ask members to join, “shadow” groups on social media or any other platform, or in-person meetups, based on interests or locality
• Invite members to participate in events such as a meetup, seminar, or athletic competition, without first receiving approval from the Company
• Market, promote, or sell products or services such as pet accessories, pet food, coaching services, or other products or services to members, unless you are authorized or requested to do so by the Company

7.2 Respectful Communication

Please choose carefully the materials that you upload to, submit to, or embed on any website operated by the Company and any third-party forums operated by the Company. Any material you post on the Company’s website or in any third-party forums operated by the Company may become public.

You are responsible for your material and for any liability that may result from the material you post. You participate, comment, and post material at your own risk.

Any communication by you on the Company’s website and any third-party forums operated by the Company, whether by leaving a comment, participating in a chat, public or private forum, or other interactive service, must be respectful.

You may not communicate or submit any content or material that is:

• Abusive, vulgar, threatening, harassing
• Knowingly false, defamatory, or obscene
• Otherwise in violation of any law or the rights of others

You agree to post comments or other material only one time.

7.3 Prohibited Activities

You are strictly forbidden from the following:

1. Harassing, fighting with, or being disrespectful to other members
2. Causing damage to any Company website or third-party forums operated by the Company
3. Using any Company website or third-party forums operated by the Company for any unlawful, illegal, fraudulent, or harmful purpose or activity
4. Using any Company website or third-party forums operated by the Company to copy, store, host, transmit, send, use, publish, or distribute any spyware, virus, worm, Trojan horse, keystroke logger, or other malicious software
5. Using any Company website or third-party forums operated by the Company to transmit, send, or deliver unsolicited communications or for other marketing or advertising purposes
6. Systematically or automatically collecting data from any Company website or third-party forums operated by the Company
7. Using any Company website, private membership forum, or third-party forums operated by Company to take pictures and/or screenshots of comments, posts, pictures, materials, or any other content posted and/or shared by Company and/or members without receiving their advance permission
8. Sharing any private and proprietary information, screenshots, comments, posts, pictures, materials, or any other content posted and/or shared from other members, with the public or with anyone who is not a member on or in any Company website, private membership, or third-party forums operated by Company

7.4 Consequences of Violation

If, in the Company’s sole discretion, your conduct violates these Terms in any way, you agree that the Company may immediately and permanently terminate your participation in the Services and your access to the Content without refund.

7.5 Company’s Discretion in Moderation

The Company, in its discretion, may delete or modify, in whole or part, any post, comment, or submission to the Company’s website and any third-party forums operated by the Company.

The Company does not, however, have any obligation to monitor posts, comments, or material submitted by third parties. The Company neither endorses nor makes any representations as to the truthfulness or validity of any third-party posts, comments, or material on the Company website or any third-party forums operated by the Company. The Company shall not be responsible or liable for any loss or damage caused by third-party posts, comments, or materials on the Company website and any third-party forums operated by the Company.

8. COMMUNITY GUIDELINES

The Company has created a community that is a safe and judgment-free space for connection, conversation, learning, and growth. Within the Company’s community is the baseline expectation that all members will treat one another with respect while bringing encouragement and consideration to all members.

8.1 The Company’s Community Guidelines

1. Respectful Environment: The Company has created a safe space for all members to feel seen, respected, and heard. Company encourages members to engage in respectful dialogue with one another. The Company does not support nor tolerate any disrespectful actions or comments, which include, but are not limited to, hate speech, discriminatory comments, physical abuse, or mental or emotional abuse. Therefore, each member must demonstrate respect towards one another.
2. Limited Liability for Member Conduct: The Company does its best to create a safe and welcoming space for all members; however, Company cannot guarantee that all members will follow these guidelines. Company, in its sole discretion, may remove any member’s comments, posts, content, or materials; however, Company does not have a duty to review all comments, posts, content, and material shared within the Services. Therefore, Company shall not be held liable for any member’s comments, actions, posts, content, or materials that result in another member’s trauma or discomfort.
3. Supportive Community: Support each member with words of encouragement, resources, or suggestions, while respecting each member’s boundaries.
4. Additional Service Elements: The Company reserves the right to offer additional program elements from time to time for any subgroup of members. These additional program elements are a bonus, not a part of the services included in the base membership or coaching series. The selection of the members who may participate in any additional program elements is at the sole discretion of the Company.

8.2 Additional Rules

We may also post separate rules regarding your behavior in any online community or forum, whether hosted on the Company’s website or a third-party website, which may be updated from time to time. You agree that you are bound by those rules and they are expressly incorporated into these Terms.

9. CONFIDENTIALITY

The Company is not legally bound to keep your information confidential. Nevertheless, the Company agrees to keep all information about your membership or coaching services confidential except when disclosure is required by law, for example, if a court issues a subpoena for the file or information, or if you threaten to harm yourself or others.

You acknowledge that your communications with the Company are not covered by any doctor-patient privilege or other privilege.

9.1 Exceptions to Confidentiality

Confidential information does not include information that:

• Was in the Company’s possession prior to your participation in the Services
• Is generally known to the public or in your circle of friends, family, and co-workers
• The Company may be required by law to disclose

9.2 Member-to-Member Confidentiality

You agree that:

• The Company shall not be liable for the disclosure of any of your information by another member
• You will keep all information you learn about other members, their businesses (including their intellectual property), or clients (as applicable), strictly confidential except in very rare circumstances where disclosure is required by law

9.3 Recording and Sharing of Calls

The Company may record coaching calls and share them in the Services, on the Company’s website, or on third-party forums operated by the Company.

You agree you will not share any recorded coaching calls or third-party forum postings outside the private member areas of the Company’s website or any third-party forums operated by the Company. If the Company discovers you have done so, this will be grounds for immediate termination of your access to the Services and Content.

10. USERNAME AND PASSWORD

To access certain features of the Services, including any private membership areas, you may need a username and password. You agree to keep your username and password confidential.

During the registration process for any service or product, you agree to provide true, accurate, current, and complete information about yourself.

If the Company has reasonable grounds to suspect that you have:

• Provided false information
• Shared your username and password with anyone else
• Forwarded any non-public material from the Services to any other person

The Company has the right to suspend or terminate your account and refuse any and all current or future use of the Services or any Content, in whole or part, without refund.

Any personally identifiable information you provide as part of the registration process is governed by the terms of the Company’s Privacy Policy, available at: [INSERT PRIVACY POLICY URL]

11. TERMINATION BY COMPANY

The Company reserves the right in its sole discretion to refuse or terminate your access to the Services and Content, in full or in part, at any time without notice.

The Company may terminate your participation in the Services at any time, without refund, if you breach any part of these Terms.

In the event of cancellation or termination, you are no longer authorized to access the part of the Services or Content affected by such cancellation or termination.

The restrictions imposed on you in these Terms with respect to the Services and its Content will still apply now and in the future, even after termination by you or the Company.

12. ASSUMPTION OF RISK, RELEASE, AND DISCLAIMERS

12.1 Voluntary Participation and Assumption of Risk

You are voluntarily participating in the Services and assume all risk of injury, illness, harm, or loss to you, your bird/budgie, or your property that might result, whether arising out of the negligence of Releasees or otherwise.

12.2 No Business Advisor Relationship

Your participation in the Services does not establish a business advisor-client relationship of any kind between you, the Company, or anyone providing services on behalf of the Company.

12.3 Not a Substitute for Veterinary Care

The information provided in the Services, including but not limited to articles, videos, live sessions, coaching calls, and consultations, is intended for general informational and educational purposes only and is not a substitute for professional veterinary advice, diagnosis, or treatment.

Always seek the advice of your veterinarian or other qualified animal health provider with any questions you may have regarding a medical condition or the health and well-being of your pet. Never disregard professional veterinary advice or delay in seeking it because of something you have read, heard, or seen in the Services.

The Budgie Academy LLC, its affiliates, and contributors do not assume any liability for inaccuracies or misstatements about products or services.

12.4 Release of Liability

You acknowledge that, by engaging with the Company for the Services, you voluntarily assume an element of inherent risk, and knowingly and freely assume all risk and responsibility for injuries to any persons or damages to any property or pet, and release, covenant not to sue, and hold Releasees harmless for any and all liability to you, your personal representatives, assigns, heirs and next of kin, for any and all claims, causes of action, obligations, lawsuits, charges, complaints, controversies, damages, costs or expenses of whatsoever kind, nature, or description, whether direct or indirect, in law or in equity, in contract or in tort, or otherwise, whether known or unknown, arising out of or connected with your participation in the Services, whether or not caused by the active or passive negligence of the Releasees.

This release is not intended as an attempted release of claims of gross negligence or intentional acts by Releasees.

In the event that the release and hold harmless provision is held unenforceable for any reason, you agree to limit any damages claimed to the total paid to the Company for the Services.

12.5 Results Disclaimer

The Company makes no guarantees or representations regarding the outcomes or results you or your bird may achieve through participation in the Services.

Outcomes are highly individualized and may vary significantly based on numerous factors, including but not limited to:

• Your adherence to the program elements
• Your bird’s specific circumstances
• Other external factors beyond our control

Therefore, any testimonials, examples, or descriptions of past successes are not indicative of your potential results and should not be considered as a guarantee or assurance of any specific outcome.

You acknowledge that your use of the Services is at your own risk, and you bear full responsibility for your actions and decisions, both during and after your participation in the program.

12.6 Third-Party Links and Services

Any links to third-party products, services, or sites are subject to separate terms and conditions. The Company is not responsible for or liable for any content on or actions taken by such third-party company or website. Although the Company may recommend third-party sites, products, or services, it is your responsibility to fully research such third parties before entering into any transaction or relationship with them.

12.7 Member Intellectual Property Infringement

The Company is not responsible or liable for members of the Services infringing on another member’s intellectual property, content, or materials.

12.8 Service Availability

The Company tries to ensure that the availability and delivery of the Services and Content is uninterrupted and error-free. However, the Company cannot guarantee that your access will not be suspended or restricted from time to time, including to allow for repairs, maintenance, or updates, although, of course, we will try to limit the frequency and duration of suspension or restriction.

12.9 “AS IS” Disclaimer

THE INFORMATION, PRODUCTS, AND SERVICES OFFERED ON OR THROUGH THE SERVICES AND CONTENT ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE SERVICES OR ANY OF ITS FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THE COMPANY’S WEBSITE, INCLUDING MEMBERSHIP PAGES, OR THE SERVERS THAT MAKE IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

12.10 Limitation of Liability

THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICES, INCLUDING ITS MATERIALS, PRODUCTS, OR SERVICES, OR THIRD-PARTY MATERIALS, PRODUCTS, OR SERVICES MADE AVAILABLE THROUGH THE SERVICES.

13. SECURITY

You acknowledge that there is an inherent risk in all forms of electronic communication, and communications between you and the Company may be unlawfully intercepted by third parties not under our control.

The Company does not guarantee the security of any information transmitted via the Internet, telephone, video conference, or other electronic media. Any efforts you undertake to communicate with Company are done at your own risk.

14. LEGAL DISPUTES AND GOVERNING LAW

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Massachusetts without giving effect to its conflict of laws principles.

14.2 Jurisdiction and Venue

The state and federal court nearest to Boston, MA shall have exclusive jurisdiction over any case or controversy arising from or relating to the Services or Content, including but not limited to the Company’s Privacy Policy or these Terms.

By using the Services or Content, you hereby submit to the exclusive jurisdiction and venue of these courts and consent irrevocably to personal jurisdiction in such courts and waive any defense of forum non conveniens.

14.3 Attorney’s Fees

The prevailing party in any dispute between the parties arising out of or related to these Terms, whether resolved by negotiation, mediation, or litigation, shall be entitled to recover its attorneys’ fees and costs from the other party.

15. USERS OUTSIDE UNITED STATES

The Company controls and operates the Services from offices in the United States. The Company does not represent that materials on the Services are appropriate or available for use in other locations.

People who choose to access the Services from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

16. INDEMNIFICATION

You agree to defend, indemnify, release, and hold harmless the Company and any directors, officers, agents, contractors, partners, assigns, successors-in-interest, and its and their employees from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including but not limited to attorney’s fees) arising from or in connection with:

1. Your use of the Services or Content in violation of these Terms
2. Any breach by you of these Terms or any representation and warranty made by you herein
3. Any comment, post, or material you submit to the Company’s website or any third-party forum or website operated by the Company
4. Your use of materials or features available on the Services or Content (except to the extent a claim is based upon infringement of a third-party right by materials created by the Company)
5. A violation by you of applicable law or any agreement or terms with a third party to which you are subject

17. FORCE MAJEURE

The Company shall not be deemed in breach of these Terms if the Company is unable to complete or provide all of the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, epidemic, pandemic, death, illness or incapacity of Dr. Amy Zhao, or any local, state, federal, national, or international law, governmental order or regulation, or any other event beyond Company’s control (collectively, “Force Majeure Event“).

Upon occurrence of any Force Majeure Event, the Company shall give notice to you of its inability to perform or of delay in completing or providing the Services and shall propose revisions to the schedule for completion of the Services or other accommodations or may terminate these Terms.

18. GENERAL PROVISIONS

18.1 Modification of Terms

The Company may modify the terms of these Terms at any time. All modifications shall be posted on the Company’s website and members shall be notified via email when material changes are made.

Your continued use of the Services after any such modifications constitutes your acceptance of the new Terms.

18.2 Severability

If any provision of these Terms is held invalid or unenforceable, the remainder of these Terms will remain in full force, and the invalid or unenforceable provision will be replaced by a valid or enforceable provision.

18.3 Entire Agreement

This is the entire agreement of the parties and reflects a complete understanding of the parties with respect to the subject matter. These Terms supersede all prior written and oral representations.

18.4 No Waiver

The Company’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

18.5 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without the Company’s prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void.

The Company may assign or transfer these Terms, at its sole discretion, without restriction.

19. CONTACT INFORMATION

If you have any questions about these Terms, please contact us at:

The Budgie Academy LLC
Email: info@thebudgieacademy.com
Website: www.thebudgieacademy.com

By purchasing, accessing, or using any of The Budgie Academy LLC’s products or services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions of Use.

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