Terms & Conditions

THE R+R MEMBERSHIP (“MEMBERSHIP”) TERMS & CONDITIONS

By purchasing “The R+R Membership” (hereinafter referred to as “Membership” or “Services”), from REVISE AND REFINE, LLC (“Company”, “we”, or “us”), a Hawaii limited liability company doing business as Revise and Refine (“Revise and Refine”), You (“Client”, “You”, or “Member”) agree to accept and be bound by the following Terms & Conditions (or “Agreement”) set forth herein, which establish a legally binding contract between You and the Us. This Agreement may refer to Client and Revise and Refine together as “Parties,” and each as “Party.” 

FEES & PARTICIPATION

The Membership grants access to the private online community, member portal, and live calls from February 5, 2024, to January 31, 2024.

Your participation in the Membership and access to membership benefits is contingent upon your timely payment in full of the Fee.  You may choose between a monthly payment plan or a one-time payment. One-time payments do not automatically renew.

METHODS OF PAYMENT

You hereby authorize Revise and Refine, LLC to charge your credit card or debit card automatically for payments due from You to the Company in exchange for the Company’s Service under the Membership.

Regarding recurring payments and outstanding invoices: If the payment methods we have on file for you are declined for payment of your monthly fee, you must provide a new eligible payment method promptly or your program access will be removed.

REFUND POLICY

All sales are final and non-refundable.

CANCELLATION POLICY

You may cancel your membership by providing written notice at least 7 days before your next scheduled charge date via email to chelsea@reviseandrefine.com. Cancellation results in immediate loss of access to all membership benefits. Early Enrollment members (those who enroll before January 19, 2024 at 11:59p.m. HST), who cancel after the Summertime Self-Care event (“Event”) may incur a non-refundable charge equivalent to the general admission ticket fee for that event.

CONFIDENTIALITY
The Company respects the privacy of its clients and will not disclose any information You provide except as set forth in this Agreement or otherwise required by law. As a condition of participating in the Program, you hereby agree to respect the privacy of other Program participants and to respect the Company’s confidential information.

Specifically, you shall not share any information provided by other Program participants outside of the bounds of the Program unless you receive express written permission from such other participant to share the information. Similarly, the content of the Program contains the Company’s proprietary methods, processes, forms, templates, and other information. You hereby agree not to share the information provided to You in the Program with anyone other than the Company, its owners and employees, and other Program participants.

The “Confidential Information” includes, but is not limited to, all information, intellectual property, trade secrets, proprietary information and materials, all original data, notes, financials, bills submitted to payors, books, records, reports, and documents provided to the receiving Party or its members, officers, employees, agents, consultants, legal counsel, accountants, financial advisors or other representatives (collectively, the “Representatives”). All Confidential Information disclosed under this Agreement shall be and remain the property of the disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the receiving Party. Each Party and their respective Representatives shall protect the Confidential Information from inadvertent disclosure to a third party using the same care and diligence that either Party uses to protect its own proprietary and confidential information, but in no case less than reasonable care.

  1. Survival of Confidentiality Obligations. This Section survives any termination or expiration of this Agreement. If any of the provisions of this Section are found to be unenforceable or void (either in whole or in part), then the offending portion must be construed as valid and enforceable only to the extent permitted by law and the balance of this Section must remain in full force and effect.

DISCLAIMER

While the Membership is designed to support your home decluttering and organization efforts over a year, we cannot guarantee specific outcomes. Individual results may vary based on personal commitment and circumstances. We do not provide warranties or guarantees regarding the level of decluttering or organization achieved or specific results within the specified timeframe. By enrolling, you acknowledge that success depends on your active participation, dedication, and personal action. We are not responsible for individual outcomes, and no guarantees, express or implied, are made.

INDEPENDENT CONTRACTOR

At all times during the performance of the Services under this Agreement, the Company is acting as an independent contractor. The Parties understand and agree that members shall have no control or direction over the Company’s performance of the Services set forth herein. This Agreement is not to be construed to create an employment, joint venture, partnership, association, or any other affiliation or like relationship between the Parties. As an independent contractor, the Company is fully responsible for paying all taxes due on all amounts paid by the Client under this Agreement and must indemnify and hold the Client harmless from any failure to pay such taxes.

LIMITATION OF LIABILITY

  1. Neither Party in any event is liable to the other Party for any indirect, special, incidental, consequential, or other similar losses suffered by such Party or any third party.

  2. No proceeding or action arising out of this Agreement may be brought by either Party more than twelve months after the claim has arisen.

  3. Revise and Refine’s liability for any loss or damage incurred by Client arising from any cause, whatsoever, under this Agreement, to the extent that such loss or damage is caused by Revise and Refine, is limited to the total Compensation paid by Client to Revise and Refine for the Services hereunder as of the date when the act or omission that gave rise to the loss or damage first occurred. Under no event is the aggregate liability under this Agreement to exceed the total Compensation paid by Client to Revise and Refine during the Term of this Agreement.

TERMINATION

This Agreement may be terminated as follows:

Non-Payment.  By Revise and Refine immediately if Client defaults on its payment obligations under this Agreement and such payment default is not cured promptly after Revise and Refine delivers written notice of such default to Client.

DISPUTE RESOLUTION; WAIVER OF JURY TRIAL

Good Faith Negotiations.  If any material dispute arises between the Parties concerning the subject matter hereof or in any referenced document in this Agreement, the Parties must first seek to negotiate, in good faith and in timely fashion, a resolution of such dispute.

  1. Mediation.  If good faith negotiations fail to resolve the dispute, the Parties must submit the dispute to a mutually agreed upon mediator and conduct a mediation under the auspices of the Dispute Prevention & Resolution, Inc. of Honolulu, Hawaii (“DPR”) or another dispute resolution agency (mutually agreed upon by the parties) and subject to DPR’s or such other agency’s mediation rules then in effect.

  2. Arbitration. If mediation fails to resolve the dispute, then, the Parties must submit the dispute to DPR for binding arbitration before a single arbitrator in accordance with DPR’s rules then in effect and Hawaii Revised Statute Chapter 658A. The decision of the arbitrator will be final and binding, and the arbitration award may be confirmed by a court of competent jurisdiction.  The arbitrator must award reasonable attorneys’ fees and costs to the prevailing or most prevailing party.

  3. Waiver of Jury Trial. IN THE EVENT ARBITRATION IS UNSUCCESSFUL OR AN ISSUE HAS TO BE ADDRESSED BY THE COURTS, THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ALL OF THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY TERMS OR PROVISIONS OF THIS AGREEMENT. NO PARTY MAY SEEK TO CONSOLIDATE ANY PROCEEDING IN WHICH THE RIGHT TO A TRIAL BY JURY HAS BEEN WAIVED WITH ANY OTHER PROCEEDING IN WHICH THE RIGHT TO A TRIAL BY JURY CANNOT BE, OR HAS NOT BEEN, WAIVED. THE TERMS AND PROVISIONS OF THIS SECTION HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, AND THE TERMS AND PROVISIONS HEREOF MUST NOT BE SUBJECT TO ANY EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED WITH, OR REPRESENTED TO, ANY OTHER PARTY THAT THE TERMS AND PROVISIONS OF THIS SECTION WILL NOT BE ENFORCED FULLY IN ALL INSTANCES.

MISCELLANEOUS PROVISIONS

  1. Assignment.  Neither Party may, directly or indirectly, assign or otherwise transfer this Agreement or any interest in this Agreement or obligation under this Agreement, without the prior written consent of the other Party.  

  2. Survival.  Any representation and warranty stated in this Agreement made by a Party shall survive the termination of the Agreement, unless otherwise specifically stated.

  3. Severability.   The Parties intend that all provisions of this Agreement be interpreted and construed in a manner making those provisions valid, legal, and enforceable.  If a court of competent jurisdiction finds that any provision of this Agreement (or any portion of any provision) to be wholly or partially invalid, illegal, or unenforceable, then that provision (or portion of it) is to be deemed to be modified or restricted to the extent necessary to make that provision (or portion of it) valid, legal, and enforceable.  If any such provision (or portion of it) cannot be so modified or restricted, then that provision (or portion of it) is to be deemed to have been excised from this Agreement; and the validity, legality, and enforceability of the remainder of this Agreement is not to be affected or impaired in any manner.  If the modification, restriction, or excising of any term of this Agreement under this Section materially alters the intent of the Parties or the relative economic benefits of the Parties, then the materially-affected Party has the right to terminate this Agreement.

  4. Notice.  All notices, requests, any other communication to any Party hereto must be in writing and must be addressed to the receiving Party’s address set forth on the signature page below, and must be deemed effective: (a) if delivered by hand, at the time of delivery thereof to the receiving Party; (b) if sent by recognized overnight courier, on the next business day following the day such notice is delivered to the courier service; or (c) if sent by certified mail, return receipt requested, postage prepaid, five (5) business days following the say such mailing is made. 

  5. Entire Agreement. This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings or agreements of the Parties. This Agreement may not be contradicted by evidence of any prior or contemporaneous statements or agreements. No Party has been induced to enter into this Agreement by, nor is any Party relying on, any representation, understanding, agreement, commitment, or warranty outside those expressly set forth in this Agreement.

  6. Amendments.  No purported amendment, modification, or waiver of any provision of this Agreement must be effective unless in a writing specifically referring to this Agreement and signed by all of the Parties hereto.

  7. Governing Law.  This Agreement must be construed and enforced in accordance with the laws of the State of Hawaii, but excluding its conflict of laws principles.

  8. Force Majeure.  Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to: (i) acts of God, (ii) acts of war, (iii) fire, (iv) riots, insurrection, acts of public enemy, (v) strikes, lock-outs or other serious labor disputes, (vi) earthquakes, floods, explosions or other acts of nature, (vii) disease outbreak, epidemic, pandemic, or quarantine, or (viii) law, enactment, regulation, rule, order, or act of government or governmental instrumentality specifically pertaining to the COVID-19 pandemic.  The obligations and rights of the Party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the Parties’ respective obligations hereunder shall resume. In the event the interruption of the excused Party’s obligations continues for a period in excess of 120 calendar days, either Party shall have the right to terminate this Agreement thirty (30) calendar days’ prior written notice to the other Party.

  9. Waiver.  The terms, conditions, warranties, representations, and indemnities contained in this Agreement, including the documents, instruments, and agreements executed and/or delivered by the Parties under this Agreement, may be waived only by a written instrument executed by the Party waiving compliance.  Any such waiver must only be effective in the specific instance and for the specific purpose for which it was given and must not be deemed a waiver of any other provision hereof or of the same breach or default upon any recurrence thereof.  No failure on the part of a Party hereto to exercise and no delay in exercising any right under this Agreement must operate as a waiver thereof nor must any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right.

INDEMNIFICATION

Client must indemnify and hold Revise and Refine and its affiliates, officers, managers, employees and agents harmless from and against any and all liability, damages, costs, expenses, and penalties including reasonable attorneys’ fees and expenses incurred by Revise and Refine, resulting or arising from Client’s: (i) breach of any representation or agreement contained in this Agreement; or (ii) violation of any laws or regulations.

Likewise, Revise and Refine must indemnify and hold Client and its affiliates, officers, managers, employees, and agents harmless from and against any and all liability, damages, costs, expenses, and penalties including reasonable attorneys’ fees and expenses incurred by Client, resulting or arising from Revise and Refine’s: (i) breach of any representation or agreement contained in this Agreement or in connection with any act or omission of Revise and Refine in connection with the provisions of the Services; or (ii) violation of any laws or regulations.

Last Updated: January 2024

Revise and Refine, LLC reserves the right to modify these terms, with changes communicated through email or the member portal.