The following Terms and Conditions govern the agreement (“Agreement”) between You (the purchaser of the Your First Funnel Challenge Offer (the “Offer”)) and Etison LLC, and its affiliates, sub-contractors, employees, agents, owners, or assigns (“Etison”), attached hereto and entered into effective as of the date of Your signature on the Agreement (“Effective Date”). You and Etison are each referred to as a “Party” and collectively as the “Parties.”

The Offer includes: (1) an annual subscription for ClickFunnels 2.0, and (2) the funnel builder training modules (but not the Funnel Builder Certification).

1. PAYMENT TERMS. You authorize Etison to immediately process the credit card information you have provided to Etison, in the amount of $1,997 for the Offer. You acknowledge and agree that the Offer purchase does not include any other service, product, or expense, other than as set forth herein. Furthermore, You understand and agree that Etison shall charge the credit card provided on an annual basis moving forward, in the amount of $1,997.

2. NO RIGHT TO REFUND. Because You will start to receive services of the Offer immediately, You understand and agree that You shall have no right to receive any refund for any reason or at any time, even if You cancel Your subscription to ClickFunnels 2.0. You further understand and agree that if You should fail or refuse to avail Yourself of any education or training, You shall not be entitled to any refund. Before investing in the Offer and making any payment, Etison asks that You consider the financial implications of such a payment and the prospective benefits provided by the services being offered..

3. NO INCOME CLAIMS. You agree that neither Etison, nor its representatives, has made any promise, guarantee, or other representation with respect to Your future income or gains resulting from the provision of the Offer, and that You have not been induced to enter the Agreement as a result of any income claims.

4. TERM. The Agreement shall remain in effect indefinitely from the Effective Date, and You understand and agree that You shall have no right to receive any services following expiration of the Agreement. Any extension or expansion of the Offer may require you to make additional payments.

5. INTELLECTUAL PROPERTY. Etison retains all right, title and interest in any and all intellectual property related to or associated with the Offer and its services, including without limitation: (a) trademarks and copyrights; and (b) any other proprietary right arising under the laws of the United States. You understand and agree that neither the Agreement nor the services under the Offer by Etison shall constitute a transfer, assignment, or license of any intellectual property rights from or by Etison. You acknowledge that the content of the Offer services, including without limitation the materials and information provided to You as education, is confidential and proprietary to Etison; accordingly, You agree that You shall not communicate the teachings, materials, or information acquired or learned from Etison to any other person.

6. CONTACTS. By signing the Agreement and providing Your credit card information, You agree that Etison may call and text You regarding Your account information and regarding other offers, products, and services, including through the use of automated dialing equipment and pre- recorded messages, and that this consent is not a condition of purchase.

7. INDEMNITY. You agree to protect, defend, indemnify and hold harmless Etison, its officers, directors, employees or their invitees, from and against all claims, demands, and causes of action of every kind and character without limit arising out of Your receipt of services or actions taken in response thereto. Your indemnity obligation includes, but is not limited to, any claim for personal injury sustained while traveling to or attending any seminar or other in-person training provided by Etison to You.

8. LIMITATION OF LIABILITY. YOU AGREE THAT IN NO EVENT SHALL ETISON’S LIABILITY TO YOU FOR ANY CLAIM OF ANY KIND OR DESCRIPTION EXCEED THE AMOUNT PAID BY YOU TO ETISON IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO ANY CLAIM BY YOU. YOU WAIVE ANY RIGHT TO SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR DESCRIPTION.

9. FORCE MAJEURE. Except for the duty to make payments hereunder when due, and the indemnification provisions under this Agreement, neither Party shall be responsible to the other for any delay, damage, or failure caused by or occasioned by any act of God, act of nature or the elements, terrorism, insurrection, or any other causes (except financial) beyond the control of either Party.

10. YOUR REPRESENTATIONS. You represent and warrant that: (a) You operate a business in good standing, and are purchasing the Offer for Your existing business; (b) there are no prior or pending government investigations or prosecutions against You, nor any prior or pending lawsuits against You; and (c) You agree to notify Etison immediately if any investigation or lawsuit is threatened or filed against You, whereupon Etison shall have the right to terminate the Agreement and these Terms and Conditions without liability.

11. MODIFICATIONS TO THE OFFER SERVICES. Etison reserves the right to change, cancel, or terminate the funnel builder program at any point in time, without notice to You. Etison is hereby expressly permitted to make videos and other educational content unavailable at any time without notice to You. Furthermore, Etison may revoke Your access to the funnel builder program for any breach of this Agreement, any breach of the ClickFunnels Terms of Service or End User License Agreement (which can be accessed on www.clickfunnels.com, or for such other reason as Etison determines in its absolute and sole discretion.

12. NO AGENCY. You are not permitted to hold yourself out to any person or entity as a representative, agent, employee, partner, or otherwise of Etison (or ClickFunnels).

13. ARBITRATION. Any claim or grievance of any kind, nature or description that You have against Etison shall be resolved exclusively in final and binding arbitration before a single arbitrator selected by Etison within a reasonable time of You giving notice of arbitration to Etison. Arbitration shall be held in Ada County, Idaho. You agree not to file suit in any court against Etison, any of its affiliates, subsidiaries, officers, directors, or employees. The arbitration will be subject to the rules of the American Arbitration Association and the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (“FAA”). The arbitrator shall have the exclusive and sole authority to determine whether any dispute is arbitrable. The decision of the Arbitrator will be final and binding on the Parties, subject to appeal only under the FAA, and may be reduced to a judgment in any court of competent jurisdiction. You agree that each Party shall bear its own costs and attorneys’ fees in any arbitration or litigation, regardless of which Party, if either of them, is deemed the prevailing party. Any claim must be brought in arbitration within one (1) year of the claim arising or forever be barred. This agreement to arbitrate survives any termination or expiration of the Agreement as well as bankruptcy or insolvency of either Party. Nothing in these Terms and Conditions prevents Etison from applying to and obtaining from any court having jurisdiction a temporary injunction, preliminary injunction, permanent injunction, or other relief available to protect Etison’s interest prior to, during, or following the filing of any arbitration or other proceeding.

14. WAIVER OF CLASS ACTION You understand and agree that You will not have the right to participate in a representative capacity or as a member of any class of claimants pertaining to any claims that may arise under, or be in any way related to, this Agreement, or Etison. Claims brought against Etison may not be joined or consolidated with claims brought by anyone else.

15. GOVERNING LAW. This Agreement shall be governed, construed, and interpreted in accordance with the laws of the state of Idaho without regard to any choice of law provisions.

16. SEVERANCE. In the event any provision of the Agreement or these Terms and Conditions is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement and these Terms and Conditions, as so modified, shall continue in full force and effect.

17. NO ASSIGNMENT. The Agreement cannot be assigned by You to another party without the express written consent of Etison.

18. OTHER TERMS. This Agreement includes the terms and conditions set forth on www.clickfunnels.com. In the event of conflicting terms, this Agreement shall govern.

The following terms and conditions (“Terms”) govern the agreement between “You”, the purchaser of the Funnel Builder Certification Program Offer (the “Certification”) and Etison LLC, an Idaho limited liability company (“ClickFunnels”). You and ClickFunnels are each referred to as a “Party” and collectively as the “Parties.”

Section 1. Payment Terms: You are required to make the full payment of $9,997 for the Certification at the time of registration (the “Initial Payment”). The Initial Payment will provide you with one (1) year of ClickFunnels 2.0 and the Certification program. You authorize ClickFunnels to process the credit card information You have provided to ClickFunnels, in the amount set forth on such accompanying documentation for the Certification. You acknowledge and agree that the Initial Payment includes only a limited revocable license to access such modules and evaluation materials as necessary to complete the Certification. The Initial Payment shall provide You a Certification (assuming all other requirements are met to ClickFunnels sole satisfaction) for a period of two (2) years. The Initial Payment does not include any future additional certifications or learning modules which may be an additional expense. In the event You breach these Terms, Your Initial Payment shall be forfeited and Your Certification shall be revoked. Any failure of ClickFunnels to exercise its rights under this paragraph shall not constitute a waiver or forfeiture of such right, regardless of the amount of time passed. Your credit card will be charged $1,997 on the one year anniversary of the date of the Initial Payment for the ClickFunnels 2.0 annual subscription renewal. Should you wish to not renew Your subscription to ClickFunnels 2.0, you must reach out to cf2support@clickfunnels.com at least thirty (30) days prior to the automatic renewal date.

By agreeing to these Terms, You understand that the Certification modules may not be available immediately for viewing and may be released over time. Although You may wish to complete the Certification as quickly as possible, ClickFunnels reserves the right to delay any modules that are not ready for release (at ClickFunnels’s sole discretion), thus delaying Your Certification.

Section 2. Certification Requirements: ClickFunnels will develop certain criteria it deems as necessary for the Certification. ClickFunnels shall have the absolute discretion in determining all requirements needed to obtain and maintain the Certification.

Section 3. Certification Revocation: ClickFunnels may revoke the Certification for non-payment, any breach of these Terms, any breach of the ClickFunnels Terms of Service or End User License Agreement, or for such other reason as ClickFunnels determines in its absolute and sole discretion.

Section 4. No Right To Refund. Because You will start to receive high quality education for the Certification immediately, You understand and agree that You shall have no right to receive any refund for any reason or at any time, even if You cancel Your Certification or cease providing funnel building services to third parties. You further understand and agree that if You should fail or refuse to avail Yourself of any Certification education or training, You shall not be entitled to any refund. Before investing in the Certification and making the Initial Payment, ClickFunnels asks that You consider the financial implications of such a payment and the prospective benefits provided by the Certification.

Section 5. Alteration of Program. ClickFunnels reserves the right to change, cancel, or terminate the Certification and Certification program at any point in time, without notice to You. ClickFunnels may make videos and other educational content unavailable at any time without notice to you.

Section 6. No Income Claims. You agree that ClickFunnels has not made any promise, guarantee, or other representation with respect to Your future income or gains resulting from the provision of the Certification services, and that You have not been induced to enter the Agreement as a result of any income claims. Furthermore, You agree that you have conducted independent research regarding the demand for funnel building services and are not relying on any advertisements, statements, omissions, documents, or otherwise in deciding to purchase the Certification.

Section 7. Independent Contractor: You are an independent contractor, and not an employee, agent, representative, joint venture or partner of ClickFunnels. Nothing in these Terms shall be interpreted or construed as creating or establishing the relationship of employer and employee between You and ClickFunnels. You have no authority (and shall not hold Yourself out as having authority) to bind or represent ClickFunnels in any manner whatsoever.

Section 8. Intellectual Property: ClickFunnels retains all right, title and interest in any and all intellectual property related to or associated with the Certification, including without limitation: (a) trademarks and copyrights; and (b) any other proprietary right arising under the laws of the United States. You understand and agree that neither the Terms nor the provision of the Certification by ClickFunnels shall constitute a transfer, assignment, or license of any intellectual property rights from or by ClickFunnels. You acknowledge that the content of the Certification, including without limitation the materials and information provided to You as education, is confidential and proprietary to ClickFunnels; accordingly, You agree that You shall not communicate the teachings, materials, or information acquired or learned from ClickFunnels to any other person. Furthermore, You may not use or display any ClickFunnels logos or the ClickFunnels name in Your marketing efforts of the Certification or otherwise. Any use of a ClickFunnels mark by You may result in the immediate termination of Your Certification as a breach of these Terms, and no refund shall be permitted.

In the event that ClickFunnels creates a logo or badge for users who have completed Certification, You may only use the logo or badge designated by ClickFunnels. Any creation of a different logo or badge in marketing the Certification is a breach of these Terms.

Section 9. Relationship Between Parties: The Parties agree and understand that no partnership, joint venture, or agency relationship exists as a result of these Terms or the Certification. Each Party is responsible for paying their own employees, taxes, insurance, and other expenses (as applicable).

Section 10. Disclaimer of Representations or Warranties: You understand and agree that You are seeking this Certification without reliance on any statements or representations made by ClickFunnels, its employees, officers, affiliates, or otherwise. ClickFunnels encourages You to do independent research regarding whether the Certification will be profitable or a good investment of time and resources.

The Certification is not an endorsement by ClickFunnels of You, Your business, or Your services. If You advertise the Certification as being an endorsement by ClickFunnels, then Your Certification may be revoked by ClickFunnels, and no refund shall be permitted.

CLICKFUNNELS DOES NOT PROMISE, GUARANTEE, OR WARRANT YOUR BUSINESS’ SUCCESS, INCOME, OR SALES. YOU UNDERSTAND AND ACKNOWLEDGE THAT CLICKFUNNELS IS NOT REQUIRED TO PROVIDE SALES LEADS OR REFERRALS TO YOU OR YOUR BUSINESS. CLICKFUNNELS DOES NOT GUARANTEE YOUR BUSINESS’ SUCCESS AND BASED UPON MANY MARKET FACTORS THAT CLICKFUNNELS CANNOT CONTROL, THE CERTIFICATION, SOFTWARE AND TOOLS PROVIDED MAY OR MAY NOT BE BENEFICIAL TO YOUR SPECIFIC BUSINESS. FURTHER, CLICKFUNNELS DOES NOT MAKE EARNINGS CLAIMS, EFFORTS CLAIMS, RETURN ON INVESTMENT CLAIMS, OR CLAIMS THAT ITS SOFTWARE, TOOLS, CERTIFICATION, OR OTHER OFFERINGS WILL MAKE YOUR BUSINESS ANY SPECIFIC AMOUNT OF MONEY, AND IT IS POSSIBLE THAT YOU WILL NOT EARN YOUR INVESTMENT BACK. CLICKFUNNELS DOES NOT SELL A BUSINESS OPPORTUNITY, “GET RICH QUICK” PROGRAM, GUARANTEED SYSTEM, FRANCHISE SYSTEM, OR A BUSINESS IN A BOX. YOU SHOULD NOT PURCHASE THE OPPORTUNITY FOR CERTIFICATION IF THAT IS YOUR EXPECTATION. CLICKFUNNELS DOES NOT OFFER ANY TAX, ACCOUNTING, FINANCIAL, OR LEGAL ADVICE. YOU SHOULD CONSULT YOUR BUSINESS’ ACCOUNTANT, ATTORNEY, OR FINANCIAL ADVISOR FOR ADVICE ON THESE TOPICS.

Section 11. Contacts. By agreeing to these Terms and providing Your credit card information, You agree that ClickFunnels may call and text You regarding Your account information and regarding other offers, products, and services, including through the use of automated dialing equipment and pre-recorded messages, and that this consent is not a condition of purchase.

Section 12. Indemnification. You agree to protect, defend, indemnify and hold harmless ClickFunnels, its officers, affiliates, agents, and employees, from and against all losses, damages, liabilities, claims, demands, and causes of action of every kind and character without limit arising out of Your Certification or otherwise arising out of or in connection with Your provision of funnel building services. Your indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by ClickFunnels.

Section 13. Limitation of Liability. You agree that in no event shall ClickFunnels’s liability to You for any claim of any kind or description related to the Certification exceed the amount paid by You to ClickFunnels for the Certification. Additionally, You hereby waive any right to special, indirect, and consequential damages of any kind.

Section 14. Your Representations. You represent and warrant that: (a) You operate a business in good standing, and are purchasing the Certification program for Your existing business; (b) there are no prior or pending government investigations or prosecutions against You, nor any prior or pending lawsuits against You; and (c) You agree to notify ClickFunnels immediately if any investigation or lawsuit is threatened or filed against You, whereupon ClickFunnels shall have the right to terminate the Agreement and these Terms without liability.

Section 15. Arbitration. Any claim or grievance of any kind, nature or description that You have against ClickFunnels, or that ClickFunnels has against you (except for matters involving ClickFunnels’ intellectual property) shall be resolved exclusively in final and binding arbitration before a single arbitrator selected by the Parties or pursuant to the rules of the American Arbitration Association within a reasonable time of You giving notice of arbitration to ClickFunnels. Arbitration shall be held in Ada County, Idaho or by telephone or virtually, and conducted solely on an individual, non-class and non-representative basis. You agree not to file suit in any court or other tribunal against ClickFunnels, any of its affiliates, subsidiaries, officers, directors, or employees. The arbitration will be subject to the rules of the American Arbitration Association and the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (“FAA”). The arbitrator shall have the exclusive and sole authority to determine whether any dispute is arbitrable. The decision of the arbitrator will be final and binding on the Parties, subject to appeal only under the FAA, and may be reduced to a judgment in any court of competent jurisdiction. You agree that each Party shall bear its own costs and attorneys’ fees in any arbitration or litigation, regardless of which Party, if either of them, is deemed the prevailing Party. Any claim must be brought in arbitration within one (1) year of the claim arising or forever be barred. This Agreement to arbitrate survives any termination or expiration of the Agreement as well as bankruptcy or insolvency of either Party. Nothing in these Terms prevents ClickFunnels from applying to and obtaining from any court having jurisdiction a temporary injunction, preliminary injunction, permanent injunction, or other relief available to protect ClickFunnels’ interests prior to, during, or following the filing of any arbitration or other proceeding.

Notwithstanding anything to the contrary herein, and only to the extent a court of competent jurisdiction determines that California law applies to our relationship with a California purchaser in contravention of this Agreement (which provides that the relationship between us is governed exclusively by the laws of the State of Idaho without regard to its conflicts of laws principles), then (a) a representative action for public injunctive relief pursuant to California’s Consumer Legal Remedies Act (Cal. Civ. Code § 1750 et seq.), Unfair Competition Law (Cal. Bus. & Prof. Code § 17200 et seq.) and/or False Advertising Law (Cal. Bus. & Prof. Code § 17500 et seq.) must be arbitrated on a class basis, (b) in the event that the foregoing clause is deemed invalid or unenforceable, a representative action for public injunctive relief pursuant to California’s Consumer Legal Remedies Act (Cal. Civ. Code § 1750 et seq.), Unfair Competition Law (Cal. Bus. & Prof. Code § 17200 et seq.) and/or False Advertising Law (Cal. Bus. & Prof. Code § 17500 et seq.) may be brought in the state or federal courts located in Ada County, Idaho on a class basis, and (c) any claims other than for public injunctive relief must be arbitrated on an individual, non-class basis.

Section 16. Severance. In the event any provision of the Agreement or these Terms are inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement and these Terms, as so modified, shall continue in full force and effect.

Section 17.Transfer or Assignment. Neither Your Certification nor this Agreement can be transferred, sold, delegated, or assigned by You. Any transfer, sale, assignment, or delegation of the Certification or this Agreement is null and void and is a material breach of this Agreement.

Section 18. Waiver of Class Action. You understand and agree that You will not have the right to participate in a representative capacity or as a member of any class of claimants pertaining to any claims that may arise under, or be in any way related to, these Terms, the Certification, or ClickFunnels. Claims brought against ClickFunnels in arbitration may not be joined or consolidated with claims brought by anyone else.

Section 19. Governing Law. This Agreement shall be governed, construed, and interpreted in accordance with the laws of the state of Idaho without regard to any choice of law provisions. Any claim or lawsuit between the Parties, including but not limited to those arising from or relating to this Agreement shall be filed and maintained in the District Court of the Fourth Judicial District of the State of Idaho, in and for the County of Ada, and the Parties consent to, and forever waive any challenge to, personal and subject matter jurisdiction in such Court. To the extent allowed by law, the Parties each hereby waive their right to a jury trial for any matter arising between them, including without limitation to those claims and actions relating to this Agreement.

Section 20. Fees. You agree that in the event of any arbitration or litigation, You will bear Your own costs and attorneys’ fees, regardless of which Party, if any, is deemed the prevailing Party