Terms of Service and Membership Agreement

PLEASE READ CAREFULLY. THIS IS A BINDING CONTRACT. ALL SALES ARE FINAL, AND NO REFUNDS ARE GIVEN EXCEPT WHERE REQUIRED BY LAW (SECTION 7 AND THE REFUND, CANCELLATION AND AUTO-RENEWAL POLICY). PAID MEMBERSHIPS AUTOMATICALLY RENEW UNTIL YOU CANCEL (SECTION 6). SECTION 20 REQUIRES YOU TO RESOLVE DISPUTES BY BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION, UNLESS YOU OPT OUT WITHIN 30 DAYS AS DESCRIBED IN SECTION 20.8.

1. The Agreement and How You Accept It

1.1 Parties. This Terms of Service and Membership Agreement (the "Agreement") is a contract between you and Senior Living Academy LLC ("SLA," "we," "us," or "our"). "You" means the person who accepts this Agreement and, if you purchase for a company, that company too.

1.2 Clickwrap acceptance. You accept this Agreement by checking the box stating that you agree to it, and by clicking the purchase, registration or sign-up button next to that box. You also accept it when you create an account or access any paid content. If you do not agree, do not check the box, do not purchase, and do not use the Services. We keep an electronic record of your acceptance, including the date, time, IP address, account email and the version of this Agreement you accepted. That record is evidence that you agreed.

1.3 Re-acceptance. When we make material changes (Section 23), we may require you to accept the updated Agreement, by checkbox, before you continue using the member portal, community or other Services. If you decline, your only remedy is to cancel under the Refund, Cancellation and Auto-Renewal Policy. The prior version will govern until your current paid term ends.

1.4 Incorporated documents. The following documents are part of this Agreement: the Refund, Cancellation and Auto-Renewal Policy; the Privacy Policy; the Earnings and Results Disclaimer; the Disclaimers at seniorlivingacademy.com/earnings-disclaimer#disclaimers (including the Education-Only / No Offer Disclaimer); the Event Terms and Liability Waiver (for events); the SMS Program Terms (if you opt in to texts); and any order form or checkout terms you accept (together, the "Policies"). If this Agreement conflicts with a Policy, this Agreement controls, except that a signed written agreement for a specific program controls over both.

1.5 Eligibility and authority. You must be at least 18 years old and able to form a binding contract. If you accept for a business, you represent that you have authority to bind it, and you and the business are jointly responsible under this Agreement.

1.6 Business purpose. You acknowledge that you are buying the Services primarily to evaluate, start, operate or grow a business, and not for personal, family or household purposes. This does not waive any consumer protection that applies to you by law and cannot be waived.

2. Definitions

"Services" means the Senior Living Academy website, member portal, community, Home Study Guide, courses, lessons, templates, worksheets, live and recorded calls, coaching, mentoring, events, AI and CRM tools or templates, emails and all related content and services. "Content" means all materials we make available, in any format. "Membership" means any paid plan, tier, program, payment plan or ticket. "Community" means any member forum, group, chat, channel or call.

3. Education Only; No Professional Advice

3.1 Educational purpose. The Services and Content are general educational information, opinions and experiences, shared for informational purposes only. They are not legal, tax, accounting, financial, investment, securities, lending, insurance, real estate, zoning, architectural, engineering, medical, nursing, pharmacy, health care, human resources or licensing advice. They are not tailored to your situation.

3.2 No professional relationship. Using the Services, including one-on-one coaching or mentoring, does not create an attorney-client, accountant-client, fiduciary, advisory, agency, employment, partnership or joint-venture relationship between you and SLA or anyone affiliated with SLA. Our founders, coaches, speakers and guests are not acting as your attorney, accountant, financial adviser, broker, lender, licensed administrator or health care provider, even if they hold such credentials.

3.3 Regulated industry; your responsibility. Assisted living, residential care, memory care, adult family homes and similar businesses are heavily regulated, and the rules vary by state, county and city. They cover licensing, certificates of need, zoning, building and fire codes, staffing, training, background checks, resident rights, medication management, health and safety, Medicaid, Medicare, employment, tax, insurance, privacy and more. Laws change often. Examples drawn from Illinois or any other state may not apply where you are. You alone are responsible for:

• verifying every requirement with the appropriate government agencies and your own licensed attorney, accountant and other professionals before acting;
• complying with all laws that apply to you and your business; and
• the care, safety and well-being of your residents, staff and visitors.

3.4 No guarantee of licensure or approvals. We do not and cannot guarantee that any license, permit, zoning approval, certification, inspection, financing, insurance or government program enrollment will be granted, or how long it will take.

4. No Guarantee of Results; Assumption of Risk

4.1 No guarantees. We make no promise, guarantee or warranty of any income, revenue, profit, cash flow, occupancy, valuation, return, number of homes, timeline or other result. Any results shared, including testimonials and the founders' own results, are not typical and are not a prediction of your results. See the Earnings and Results Disclaimer.

4.2 Assumption of risk. Opening, owning or operating a senior living or residential care business involves substantial risks. These include loss of all money invested, personal liability, debt, regulatory penalties, license denial or revocation, lawsuits, resident injury or death, staffing shortages, and economic and market changes. YOU KNOWINGLY AND VOLUNTARILY ASSUME ALL RISKS ARISING FROM YOUR BUSINESS DECISIONS AND OPERATIONS, INCLUDING ANY DECISION YOU MAKE AFTER USING THE SERVICES.

5. Accounts and Security

Each Membership is for one named individual. You must give accurate information and keep it current. You are responsible for your login credentials and for all activity under your account. Notify us immediately at info@seniorlivingacademy.com if you suspect unauthorized use. We may require multi-factor authentication, limit simultaneous sessions, and monitor access patterns (for example, logins from multiple locations or devices) to detect sharing.

6. Memberships, Fees, Payment and Automatic Renewal

6.1 Fees. You agree to pay all fees shown at checkout, plus applicable taxes. Prices are in U.S. dollars.

6.2 Automatic renewal. UNLESS YOUR CHECKOUT PAGE SAYS OTHERWISE, EVERY PAID MEMBERSHIP AUTOMATICALLY RENEWS AT THE END OF EACH TERM, FOR THE SAME LENGTH OF TERM AND ON THE SAME BILLING SCHEDULE, AT THE THEN-CURRENT PRICE, AND YOUR PAYMENT METHOD WILL BE CHARGED UNTIL YOU CANCEL. Starter Annual and Premium paid in full renew for another 12-month term. We obtain your separate, affirmative consent to these auto-renewal terms at checkout. We send renewal reminders and price-change notices as described in the Refund, Cancellation and Auto-Renewal Policy.

6.3 Online cancellation. You may cancel automatic renewal at any time online in the member portal (Profile > Account Settings > Billing & Subscription), or by email to info@seniorlivingacademy.com from your account email with "Cancel" in the subject line. Cancellation stops future renewal charges. For 12-month terms, it stops the next renewal. Your access continues through the end of the term you have already paid for or committed to. Cancellation does not entitle you to a refund and does not reduce any amount owed for a commitment term already started (Section 6.4).

6.4 Commitment terms and payment plans are a full-price obligation. Any plan billed in installments for a fixed term or fixed-price program is a "Payment Plan." For every Payment Plan, you owe the full price for the entire term. Each installment is part of that single obligation, not a separate subscription. Cancelling, not using the Services, or termination for your breach does not reduce or excuse the remaining installments for the current term, except where the law requires otherwise. Cancelling stops only the next renewal. If an installment is more than 10 days past due, we may suspend access until your account is current. If it is more than 30 days past due, we may declare the full unpaid balance for the current term immediately due.

6.5 Authorization; failed payments. You authorize us and our payment processor to charge your payment method for all fees, renewals and installments when due, and to use updated card information from your card issuer. If a payment fails, we may retry the charge, suspend access, and charge a late fee on any past-due amount of $25 or 1.5% of the past-due amount per month, whichever is less, and never more than the maximum allowed by law. You are responsible for reasonable costs of collecting past-due amounts, including collection agency fees and reasonable attorneys' fees, to the extent permitted by law.

6.6 Price changes. We may change prices for future terms. We will notify you in advance as described in the Refund, Cancellation and Auto-Renewal Policy, and the new price applies only from your next term.

7. All Sales Final; Chargebacks

7.1 ALL SALES ARE FINAL. ALL FEES ARE NON-REFUNDABLE ONCE PURCHASED, INCLUDING FOR PARTIAL TERMS, UNUSED CONTENT, MISSED CALLS OR EVENTS, AND MEMBERSHIPS SUSPENDED OR TERMINATED FOR BREACH, EXCEPT FOR REFUNDS REQUIRED BY LAW as described in the Refund, Cancellation and Auto-Renewal Policy. Examples are our failure to deliver access to a purchased product at all, and the three-business-day right to cancel that applies to certain in-person sales at a temporary location.

7.2 Chargebacks. Please contact us first about any billing question. Filing a chargeback or payment dispute for a charge that you authorized and that complies with this Agreement is a material breach of this Agreement. If you do this, we may immediately suspend or terminate your access, dispute the chargeback with evidence of your acceptance and use, and recover the disputed amount plus a $25 chargeback fee and reasonable collection costs, to the extent permitted by law. Nothing in this Agreement limits any right you have under the Fair Credit Billing Act or other law to dispute a billing error.

8. Intellectual Property; Limited License

8.1 Ownership. SLA and its licensors own all right, title and interest in the Services and Content, including all copyrights, trademarks (including SENIOR LIVING ACADEMY and related logos), trade secrets and other intellectual property. You acquire no ownership interest. All rights not expressly granted are reserved.

8.2 License. While your Membership is active and in good standing, we grant you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license. It lets you access and use the Content for your own internal business education, and use downloadable templates and worksheets in operating your own business. The license ends automatically when your Membership ends or is terminated.

9. Prohibited Uses: No Sharing, Recording or Resale; Confidentiality

9.1 You may not, and may not allow anyone else to:

• share, sell, rent, lend or transfer your login credentials or account, or give anyone access to the Content or Community;
• record, screen-capture, download (except where we provide a download button), copy, reproduce, scrape or archive any Content, live call, coaching session or event, by any means;
• resell, redistribute, publish, post, transmit, sublicense, display or make any Content available to anyone else, including in any course, coaching program, mastermind, community, social media group, book, website or AI tool;
• use the Content to create, teach or market a competing educational product or service, or create derivative works from the Content;
• input Content into, or use Content to train, fine-tune or prompt, any artificial-intelligence or machine-learning system, except for your own private, non-public use of our own AI tools as we provide them;
• remove or alter any copyright, trademark or watermark; or
• use bots, scrapers or automated tools to access the Services.

9.2 Confidentiality. Non-public Content, Community discussions, and other members' business, financial and personal information are confidential. You may use them only to participate in the Services, and you may not disclose them to anyone else.

10. Liquidated Damages; Equitable Relief

10.1 Why liquidated damages. Unauthorized sharing, recording or redistribution of Content causes losses that are real but very hard to measure. These include lost membership sales, diminished value of the program and damage to the Community. The parties agree that the amounts below are a reasonable pre-estimate of those losses, are not a penalty, and are proportionate to the harm.

10.2 Amounts. If you breach Section 9.1 (sharing, recording or redistribution), you agree to pay SLA, as liquidated damages:

• (a) for each person who obtains access to the Content or Community through your breach, the then-current list price of 12 months of the Membership tier that was accessed; and
• (b) for each public or commercial redistribution (for example, posting Content online, or selling or teaching it), $5,000.

These amounts are in addition to any unpaid fees.

10.3 Alternative remedies. If a court or arbitrator decides that any liquidated-damages amount is unenforceable, SLA may instead recover its actual damages, profits and statutory damages. Liquidated damages do not limit SLA's right to injunctive relief, termination or other remedies for other breaches.

10.4 Injunctive relief. You agree that a breach of Sections 8, 9 or 12 would cause SLA irreparable harm for which money damages are inadequate. SLA may seek a temporary restraining order, preliminary injunction or other equitable relief in court, without posting a bond to the extent permitted by law, in addition to any other remedy.

11. Community Rules and Conduct

11.1 To keep the Community safe and useful, you agree not to:

• harass, threaten, defame, discriminate against or abuse anyone;
• post unlawful, false, misleading, obscene or infringing material;
• impersonate anyone;
• spam, or solicit members for any product, service, investment, loan, partnership or donation without our prior written permission;
• offer, sell or solicit any security, investment opportunity or loan, or ask members for capital, in the Community, on calls or at events;
• post protected health information, or any information that identifies a resident or patient (names, photos, diagnoses, records);
• post other members' confidential information;
• post malware;
• collect members' contact information for marketing; or
• disrupt calls or events.

11.2 Moderation. We may (but have no obligation to) monitor, edit, refuse or remove any content, and may suspend or remove any member, at any time and in our sole discretion. Opinions posted by members, guests or speakers are theirs alone. We do not endorse them and are not responsible for them, or for any reliance on them.

12. User Content License; Feedback

12.1 Your content. You keep ownership of the content you post or submit, including posts, comments, questions, deal summaries, photos, videos and testimonials ("User Content"). You grant SLA and its affiliates a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, transferable and sublicensable license to host, use, copy, modify, adapt, display, perform, distribute and create derivative works from your User Content, in any media, to operate, improve and promote the Services. Before we use your name, likeness or testimonial in advertising, we will obtain your separate written consent (see Section 13.3).

12.2 Your representations. You represent that you have all rights needed to grant this license and that your User Content is lawful and does not violate anyone's rights.

12.3 Feedback. Any suggestions or feedback you give us may be used by us freely, without obligation to you.

13. Recording, Name and Likeness Consent

13.1 Recorded sessions. Calls, coaching sessions, webinars, Community sessions and events may be recorded (audio, video, chat and transcript) by SLA, and we will tell you at the start of any session that is being recorded. By joining a session after that notice, you consent to the recording and to SLA's use of it within the Services (for example, member replays). If you do not want to be recorded, turn off your camera, use a display name, and submit questions in writing, or leave the session. Only SLA may record. Members may not record any session (Section 9.1).

13.2 Events. Photography and video recording may take place at events. By attending, you consent to being photographed and recorded, and to SLA's use of that footage in event recaps and Community materials. The Event Terms and Liability Waiver explain how to opt out of promotional use.

13.3 Advertising use. We will use your name, image, voice or testimonial in paid advertising or public marketing only with your separate written consent (a testimonial or likeness release), consistent with the Illinois Right of Publicity Act.

14. Events

Live events, workshops, tours, suite nights and other special experiences are governed by the Event Terms and Liability Waiver, which you must accept before attending.

15. Third-Party Services, Tools, AI and Links

15.1 Third-party platforms. The Services rely on, and may link to, third-party platforms and tools (for example, GoHighLevel, Zoom, payment processors and video hosts). Your use of them may be subject to their own terms. We are not responsible for third-party services, content, availability or data practices.

15.2 AI and CRM tools. AI and CRM templates, automations and AI-generated outputs are provided "AS IS." They may be inaccurate or incomplete, and you must review them before use. You are solely responsible for how you use them, including compliance with the TCPA, CAN-SPAM, state telemarketing and texting laws, carrier rules, HIPAA and other privacy laws, fair housing and advertising laws, and licensing rules.

15.3 Your dealings with others. Any dealings between you and other members, speakers, vendors, lenders, brokers or service providers you meet through the Services are solely between you and them. You release SLA from any claims arising from those dealings, to the extent permitted by law.

16. Education Only; No Offer of Securities, Financing or Investment Services

The Services are education only. Nothing in the Services is an offer to sell, or a solicitation of an offer to buy, any security or investment, or an offer of a loan or financing. SLA does not raise, pool, lend, broker or arrange capital for members, does not review members' projects for funding, and does not act as a broker-dealer, investment adviser, funding portal, lender or loan broker. Any discussion of financing is general education about options that exist in the market. See the Disclaimers at seniorlivingacademy.com/earnings-disclaimer#disclaimers (including the Education-Only / No Offer Disclaimer).

17. Disclaimer of Warranties

THE SERVICES AND CONTENT ARE PROVIDED "AS IS," "AS AVAILABLE" AND "WITH ALL FAULTS." TO THE FULLEST EXTENT PERMITTED BY LAW, SLA AND ITS AFFILIATES, OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, COACHES, SPEAKERS AND LICENSORS (THE "SLA PARTIES") DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY. THIS INCLUDES ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, CURRENTNESS, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. THE SLA PARTIES DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT REFLECTS CURRENT LAW IN YOUR STATE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

18. Limitation of Liability

18.1 Excluded damages. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SLA PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, DATA, OR INVESTMENT, OR THE COST OF SUBSTITUTE SERVICES. THIS INCLUDES ANY LOSS FROM BUSINESS, REAL ESTATE, LICENSING, STAFFING, FINANCING OR RESIDENT-CARE DECISIONS, HOWEVER CAUSED AND UNDER ANY THEORY (CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, STATUTE OR OTHERWISE), EVEN IF ADVISED OF THEIR POSSIBILITY.

18.2 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SLA PARTIES' TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU ACTUALLY PAID TO SLA IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE FIRST CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

18.3 Exceptions. Sections 18.1 and 18.2 do not limit liability that cannot be limited under applicable law. Examples are liability for fraud, for willful and wanton misconduct, or for death or bodily injury to the extent the law prohibits limitation. The limitations apply to the maximum extent the law allows. They are an essential part of the bargain: without them, SLA would not offer the Services at these prices.

19. Indemnification

To the fullest extent permitted by law, you will defend, indemnify and hold harmless the SLA Parties from and against all claims, demands, losses, damages, penalties, fines, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to:

• (a) your business, facilities, properties, operations, residents, employees and contractors;
• (b) your violation of any law or regulation, including licensing, health care, employment, privacy, telemarketing and securities laws;
• (c) your User Content;
• (d) your breach of this Agreement; or
• (e) your dealings with other members or third parties.

This obligation does not apply to the extent a claim results from an SLA Party's fraud or willful misconduct. We may assume the exclusive defense of any matter at your expense, and you will cooperate. You may not settle any matter that imposes an obligation on an SLA Party without our written consent.

20. Dispute Resolution: Binding Individual Arbitration; Class Action and Jury Waiver

20.1 Informal resolution first. Before starting arbitration or any court action, the party with a claim must send a written notice describing the claim and the relief requested. Send it to SLA by email at info@seniorlivingacademy.com, with the subject line "Legal Notice," or to you at your account email. The parties will try in good faith to resolve the dispute for 45 days. Statutes of limitation are paused during this period.

20.2 Agreement to arbitrate. Except as provided in Sections 20.4 and 20.5, you and SLA agree that any dispute, claim or controversy arising out of or relating to this Agreement, the Services, any purchase, or our relationship (each a "Claim") will be resolved by final and binding arbitration on an individual basis. This includes Claims based on contract, tort, statute, fraud or any other theory, and Claims that arose before this Agreement. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs this Section 20.

20.3 Provider and rules. The arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules. If the AAA determines that its Consumer Arbitration Rules do not apply, its Commercial Arbitration Rules will apply. Where the AAA's Mass Arbitration Supplementary Rules apply, they will be used. The AAA's rules are available at adr.org. A single arbitrator will decide the Claim. If you are an individual, the arbitration will take place by video conference or in the county where you live, unless both parties agree otherwise. Otherwise it will take place in McHenry County, Illinois. Claims of $25,000 or less may be decided on written submissions. If you are an individual, SLA will pay all filing, administrative and arbitrator fees beyond the amount you would have paid to file in court, unless the arbitrator finds your Claim frivolous or brought for an improper purpose. Each party pays its own attorneys' fees unless the arbitrator awards them under applicable law or this Agreement. The arbitrator may award any individual relief a court could award, and must follow this Agreement and the applicable law. Judgment on the award may be entered in any court with jurisdiction.

20.4 Small claims. Either party may bring an individual Claim in small claims court if it qualifies and stays there on an individual basis.

20.5 Intellectual property and injunctive relief. Either party may bring a lawsuit in court (under Section 22) solely for injunctive or other equitable relief, or damages, to stop or remedy infringement, misappropriation or violation of its intellectual property or confidentiality rights, including a breach of Sections 8, 9 or 12. A party's claim for payment of undisputed fees may also be brought in court.

20.6 CLASS ACTION WAIVER. YOU AND SLA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's Claims and may not preside over any form of class or representative proceeding. If a court decides that applicable law precludes enforcement of any part of this Section 20.6 for a particular Claim or remedy (for example, a request for public injunctive relief), that Claim or remedy must be severed and brought in court under Section 22. It must also be stayed until the individual Claims are arbitrated.

20.7 JURY TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND SLA WAIVE ANY RIGHT TO A JURY TRIAL FOR ANY CLAIM, WHETHER IN ARBITRATION OR IN COURT.

20.8 30-day right to opt out. You may opt out of this arbitration agreement by sending written notice within 30 days after you first accept this Agreement by email to info@seniorlivingacademy.com, with the subject line "Arbitration Opt-Out." The notice must state your name, account email, and that you opt out of arbitration. Opting out does not affect any other part of this Agreement, including Sections 20.7, 21 and 22, and it does not affect any prior arbitration agreement you made with us.

20.9 Who decides. The arbitrator decides all questions about the interpretation, scope, applicability, enforceability and formation of this Section 20, except that a court decides:

• (a) whether Section 20.6 (Class Action Waiver) is valid or enforceable;
• (b) whether a Claim is subject to Section 20.4 or 20.5; and
• (c) any dispute about the mass-arbitration procedures.

20.10 Changes to this Section. If we change this Section 20, the change will not apply to any Claim already pending or already noticed under Section 20.1. You may reject a material change to this Section 20 by sending notice under Section 20.8 within 30 days after the change takes effect. In that case, the most recent version you accepted will continue to apply.

20.11 Severability of this Section. If any part of this Section 20 is found unenforceable, the rest of it remains in effect, with one exception: if Section 20.6 is found unenforceable in its entirety for a class or representative Claim, then this Section 20 (other than Section 20.7) will not apply to that Claim, which will proceed in court under Section 22.

21. Time Limit to Bring Claims

TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED (BY FILING IN ARBITRATION, OR IN COURT WHERE PERMITTED) WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES. OTHERWISE IT IS PERMANENTLY BARRED. This limit does not apply to SLA's claims for unpaid fees, or for infringement or misuse of its intellectual property, or to any claim for which applicable law prohibits shortening the limitations period.

22. Governing Law; Venue

This Agreement is governed by the laws of the State of Illinois, without regard to conflict-of-laws rules, except that the Federal Arbitration Act governs Section 20. For any Claim not subject to arbitration, you and SLA consent to the exclusive jurisdiction and venue of the state courts located in McHenry County, Illinois, and the United States District Court for the Northern District of Illinois. You waive any objection based on inconvenient forum. This choice of law does not deprive you of the protection of any law of your state of residence that cannot be waived by contract.

23. Changes to This Agreement

23.1 Our right to update. We may update this Agreement from time to time. We will post the updated version with a new effective date.

23.2 Material changes. For material changes we will give at least 30 days' notice by email to your account address and/or in the member portal. We may require re-acceptance under Section 1.3. Material changes apply going forward only. They do not apply to disputes that arose before the effective date, and do not change the price or term of a period you have already paid for.

23.3 Non-material changes. Non-material changes (for example, clarifications, contact details or new features) take effect when posted.

23.4 Acceptance by continued use. Continuing to use the Services after an update takes effect means you accept it. Changes to fees, billing or auto-renewal terms require your affirmative consent where the law requires it.

24. Suspension and Termination

24.1 Termination for breach. We may suspend or terminate your account, Membership and access immediately, with or without notice, if:

• you breach this Agreement or any Policy;
• you file an unauthorized chargeback;
• you fail to pay;
• you misuse the Community; or
• we reasonably believe your conduct creates legal, reputational or safety risk for SLA or its members.

IF WE TERMINATE FOR ANY OF THESE REASONS, NO REFUND IS DUE, AND ANY UNPAID BALANCE (INCLUDING ALL REMAINING INSTALLMENTS FOR THE CURRENT COMMITMENT TERM) REMAINS OWED.

24.2 Termination for convenience. We may also discontinue any Service, or terminate your Membership for convenience. If we do so other than for your breach, we will refund the unused, prepaid portion of your current term on a pro-rata basis as your sole remedy.

24.3 Survival. Sections 3, 4, 6.4, 6.5, 7, 8–10, 12, 13, 15–22, 24, 25 and 29–31 survive termination.

25. No Reliance; Entire Agreement

25.1 No reliance. You acknowledge that, in deciding to purchase, you have not relied on any statement, promise, projection, income figure, testimonial or representation that is not expressly set out in this Agreement. This includes statements made on sales calls, webinars, social media, events or by any SLA representative. No SLA representative has authority to make any promise or guarantee not in this Agreement.

25.2 Entire agreement. This Agreement and the Policies are the entire agreement between you and SLA about the Services. They supersede all prior or contemporaneous understandings. This section does not exclude liability for fraud.

26. Consent to Electronic Communications and Signatures

You consent to receive agreements, notices, disclosures, receipts, renewal reminders and other communications electronically, by email to your account address, in the member portal, or on the website. These satisfy any legal requirement that a communication be in writing. You agree that checking a box or clicking to accept is your electronic signature, under the federal E-SIGN Act and Illinois law. You may withdraw consent to electronic delivery by contacting us, but because the Services are delivered online, withdrawing consent may require us to end your Membership. Marketing texts and calls are governed separately by your SMS consent and the SMS Program Terms.

27. Assignment

You may not assign or transfer this Agreement or your Membership, by operation of law or otherwise, without our prior written consent. Any attempt to do so is void. We may assign this Agreement, without notice or consent, to an affiliate or to a successor in connection with a merger, acquisition, reorganization or sale of assets. This Agreement binds and benefits the parties and their permitted successors and assigns.

28. Force Majeure

We are not liable for any delay or failure to perform caused by events beyond our reasonable control. Examples include acts of God, natural disasters, epidemics or public-health orders, war, terrorism, civil unrest, labor disputes, government action, utility, internet or platform outages, cyberattacks, venue cancellations, travel disruptions, or the illness, incapacity or death of a presenter. In such cases we may reschedule, substitute presenters, or deliver Services in another format (for example, virtually). See the Event Terms for event-specific rules.

29. Severability; Savings and Reformation

If any provision of this Agreement is held invalid, illegal or unenforceable, in whole or in part, for any person or circumstance:

• (a) that provision will be enforced to the maximum extent permitted, and will be reformed or limited (including by reducing any time period, amount or scope) to the minimum extent necessary to make it enforceable while preserving its intent as closely as possible;
• (b) the remaining provisions remain in full force and effect; and
• (c) the holding does not affect the provision for any other person or circumstance.

Every limitation, waiver and disclaimer in this Agreement applies only "to the fullest extent permitted by law." Nothing in this Agreement is intended to waive or limit any right that applicable law makes non-waivable. Section 20.11 controls for the arbitration provisions.

30. General Terms

30.1 No waiver. Our failure to enforce any provision is not a waiver of it.

30.2 Relationship. The parties are independent contractors.

30.3 Interpretation. Headings are for convenience only, and "including" means "including without limitation." This Agreement will not be construed against the drafter.

30.4 Notices. We send notices to your account email. You send notices by email to info@seniorlivingacademy.com. Notices are effective when received.

30.5 Copyright complaints (DMCA). If you believe material in the Services infringes your copyright, send a notice that meets 17 U.S.C. § 512(c)(3) to our designated copyright agent: Copyright Agent, Senior Living Academy LLC, info@seniorlivingacademy.com. We may remove allegedly infringing material, and we terminate repeat infringers in appropriate circumstances. Counter-notices must meet 17 U.S.C. § 512(g).

30.6 Consumer Review Fairness. Nothing in this Agreement restricts your right to post an honest review of SLA.

31. Contact

Senior Living Academy LLC · Email: info@seniorlivingacademy.com (general questions, billing, cancellation, privacy requests, legal notices and copyright notices) · Website: seniorlivingacademy.com

California residents: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.