TOY CREATORS ACADEMY COURSE TERMS AND CONDITIONS:

First Effective Date October 12, 2020. Last Updated November 16, 2024.

Welcome! By accessing, participating in or joining “Toy Creators Academy®️” or “Toy Creators Academy Self-Study” or “TCA Self Study” (the “Course”) as outlined on the web page where You register, You (“You” or the “Student”) agree to the terms and conditions below. Please read the following because once You submit payment for the course, You explicitly agree to all of the following terms, conditions and policies; all of which shall create a binding legal document (the “Agreement”) between You and The Toy Coach Inc. (“Company ”).

• GENERAL: All services, advice, recommendations, resources, online education, handouts, and similar provided by Company pursuant to this Agreement (collectively, the “Services”) shall be made following reasonable commercial and industry standards. The Student understands and acknowledges that Company does not and cannot guarantee any results of the Services. Creating a successful product or brand is not easy. Results are not guaranteed and will vary depending on Your efforts, the quality of the product(s), the marketing budget of the product(s), as well as how You interpret and implement the materials and advice.

• CHANGES TO THE TERMS AND CONDITIONS: Company may revise and update these Terms and Conditions from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Course and all related websites thereafter. Your continued use of the Course and related websites following the posting of revised Terms and Conditions means that You accept and agree to the changes. You are expected to check this page every time You visit, so You are aware of any changes, as they are binding to You.

• ACCESS TO PROGRAM/SERVICES: The Course may include digital or downloadable resources, an online course, workshops, trainings, a private community with a Facebook group, and periodic live events such as a pitch event. You will have access to the Course for 3 (three) years from the date of purchase. The Company will periodically make updates to the core 9 modules of the Course, and you will have access to updated materials for as long as Your 3-year term is still valid. Once Your 3-year term has ended, your access to the Course will be immediately suspended. When your access to the Course is suspended, that shall immediately terminate any and all licenses granted to You to use the material provided to You under these Terms of Use or any other agreement. You shall immediately cease using the material and shall destroy all copies of the information provided to You, including without limitation: video recordings, audio recordings, forms, template documents, slide shows, membership areas, social media groups limited to paying members, and other resources.

• IMPORTANT NOTICE: Each purchase of Toy Creators Academy is intended for a single individual and includes one login and access to all course materials, group calls, onboarding call, the private community and Facebook group, and invitations to live events such as the pitch event. If you wish to add additional participants to your purchase, additional seats must be purchased. Each additional seat provides another login, access to group calls, and separate invitations to the onboarding call, private community, Facebook group, and live events. Please note that sharing login credentials or access to these services is strictly prohibited and may result in termination of access without a refund.

• PURCHASE OF STANDALONE MODULES OF TOY CREATORS ACADEMY

1. Standalone Module Access: Purchasing a standalone module of Toy Creators Academy grants you access exclusively to the content of the module specified in your purchase. This purchase does not include:

   • Access to other modules or resources in the full Toy Creators Academy program.

   • Participation in 1:1 coaching sessions or personalized mentorship.

   • Access to the Toy Creators Academy Private Community.

   • Attendance at monthly group coaching calls or additional program bonuses.

2. Refund Policy:
   Standalone module purchases are non-refundable and are not subject to the 14-day refund policy offered for the full Toy Creators Academy program. By completing your purchase, you acknowledge and accept this no-refund policy.

3. Upgrading to the Full Program:
   If you wish to upgrade to the full Toy Creators Academy program after purchasing a standalone module, the cost of the standalone module will not be applied as credit toward the full program. The full program must be purchased separately.

4. Use of Materials:
   All materials provided within the standalone module are for individual use only. They may not be shared, reproduced, or distributed in any format without prior written consent from The Toy Coach. Violations of this policy may result in termination of access without a refund.

5. Acceptance of Terms:
   By purchasing a standalone module of Toy Creators Academy, you agree to these specific terms, which are in addition to the general Terms and Conditions governing the full Toy Creators Academy program.
   

• ACCESS TO BONUSES: From time to time, Company may offer limited-time bonuses to individuals who sign up for the Program. You shall be entitled to any bonuses offered to you at the time of your enrollment. Bonuses are not guaranteed to be available for the entire lifespan of the program and they vary depending on specific live and automated promotions throughout the year.

Company reserves the right to offer additional program elements from time to time, for any subgroup of participants. These additional program elements are a bonus, not a part of the services included in the base version of the Program. The selection of the participants who may participate in any additional program elements is at the sole discretion of Company.

• COURSE STUDY GUIDE AND WORKBOOK: The Course Course Study Guide and Workbook is a limited time bonus that may be available at the time you purchase the Course. For details, review the details displayed on the checkout page before your purchase the Course. To receive this bonus, You (1) confirm Your shipping address and details via an email sent by Company within 7 days of receiving that email.

Shipping times are not guaranteed, but can typically range from 5 – 15 business days for US domestic shipping and 10 – 20 business days for international shipping from 7 days after you confirm your shipping address and details.

Missing, stolen, or undeliverable the Course Course Study Guide and Workbooks will not be replaced.

• PAYMENTS: Company offers two payment options for the Course at the time of purchase. You can pay in full (at a discounted rate) or in monthly installments. If you select the monthly payment plan, you hereby authorize Company to charge your credit card or debit card automatically according to the fees set forth at the time of purchase. You will be responsible for those monthly payments unless you obtain a refund according to the Course Refund Policy as set forth below. You may not cancel or avoid these payments except through the Refund Policy. In the event that any payment is not made, Company will reach out to the Student to update their payment information. If the Student does not resolve the payment issue within 7 days of being contacted, Company has the right to revoke their membership to the digital course until the payments are brought up to date. Under such circumstances, Company will not be responsible for any content or group coaching calls missed by the Student.

If you do not request a refund within the terms of the Course as outlined below, you are required by law to complete the remaining payments of your payment plan and you understand that your membership will automatically continue, and you authorize Company (without notice to you, unless required by applicable law) to collect any and all outstanding balances, using any eligible payment method which we have on file for your account.

If you would like to change from a monthly payment plan to pay for the course in full, please note that you may do so within 48 hours of making your purchase by contacting Company via email. After your request to change to full pay has been received, you will be invoiced the remaining balance of the Course price plus an additional admin fee of 3% of the Course price. After your payment of this invoice has cleared, your monthly subscription plan will be canceled, and you will have paid for the course in full. If more than 48 hours has passed since your original purchase date and time, you cannot change your payment plan for any reason.

If you have already paid for the course in full, you cannot change to a monthly payment plan.

• COURSE REFUND POLICY: Unless otherwise noted during your purchase of the Course you choose, as required by applicable law in your jurisdiction, should you wish to cancel your purchase within the first 14 days after purchase, The Toy Coach Inc. will refund your purchase minus a 3% payment processing fee and subsequently terminate your access. Refunds are not available for standalone module purchases, which are explicitly non-refundable at the time of purchase. Refunds are also not available for customers 14 days after purchasing the full Toy Creators Academy program.

Refunds are not available for accounts which have violated the Terms of Service; violations are determined at The Toy Coach Inc.’s sole discretion. If The Toy Coach Inc. determines that you are abusing our refund policy, we reserve the right to suspend or terminate your account and refuse or restrict any and all current or future use of the Course without delivering a refund.

To request a refund or to ask a question regarding the refund, email Support at support@thetoycoach.com. Upon determining that You are entitled to a cancellation/refund pursuant to this policy, Company will promptly issue an instruction to its payment processor to issue the refund. You will be refunded the amount you have paid minus a 3% processing fee. Company does not control its payment processor and will not be able to expedite any refunds.

If You receive a refund of any purchase through the terms and conditions, that shall immediately terminate any and all licenses granted. You to use the material provided to You under these Terms of Use or any other agreement. You shall immediately cease using the material and shall destroy all copies of the information provided to You, including without limitation: video recordings, audio recordings, forms, template documents, slide shows, membership areas, social media groups limited to paying members, and other resources.

• INTELLECTUAL PROPERTY: Each Student may be entering this Agreement with his or her own unique intellectual property, confidential information and other proprietary information or methods. The Student should NOT disclose anything about Your product or product idea that isn’t already public information. During the course of this program, if You choose to expose any product or product idea that is not already public, You agree to give up all rights to take legal action against Company or any current or future student of the Course or any similar program or course Company may release.

Student acknowledges that Company, its clients, affiliates, companies, assigns and students, as well as other students in the Course, have developed, manufactured, and distributed, and will continue to develop, manufacture and/or distribute numerous product lines and brands, including but not limited to toys and games and entertainment products and services under a variety of brand names, for themselves and/or a variety of customers, companies or other third parties, in any and all media and through any and all distribution channels now known or hereinafter devised or developed (collectively for purposes herein, “Company Products”). Any intellectual property that a Student submits and/or discloses to Company or other Students may be similar or identical to Company Products that have been or may be developed by Company, the parties mentioned above, or Students of Company, or that have been submitted and/or disclosed by third parties to Company. In the case that Company or other Students are already working on a product similar to Your product, You acknowledge that Company and other Students will maintain full ownership and continue making their products and brands and You will do the same with Yours. For clarity, others may have the same or a similar idea (or ideas) as You so by participating in the Course, You hereby release all third parties related to Company from any liability whatsoever and agree not to pursue any legal remedies You may have, including without limitation intellectual property infringement. Further, You will indemnify Company and all related third parties if someone else pursues You for intellectual property infringement or product liability or anything else of a legal nature.

You understand and acknowledge that Company has spent significant time, effort, and expense on creating the Course and all materials and content related thereto. You are being granted a limited, personal, non-exclusive, non-transferable, revocable license to use our courses, programs, and associated material (collectively the “Courses”) for Your own personal or internal business use. Except as otherwise provided, You acknowledge and agree that You have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Courses in any manner. Notwithstanding any other provision in this Agreement, Company may obtain an injunction against You if Company reasonably believes You are misusing the Course materials.

By ordering or participating in the Courses, You agree that the Courses You purchase, or download may only be used by You for Your personal or business use and may not be sold or redistributed without the express written consent of Company.

By ordering or participating in Courses, You further agree that You shall not create any derivative work based upon the Courses and You shall not offer any competing products or services based upon any information contained in the Courses.

• CONFIDENTIALITY: You understand that You are sharing Your ideas and concepts with others during the Course. Unfortunately, the nature of the Course has Students interacting with one another and with other third parties, including Company. By participating in the Course, and by disclosing Your ideas and concepts, You are acknowledging that You have no expectations of confidentiality for Your ideas and concepts. Notwithstanding, we are a community of people looking to learn and help one another, so by participating in the Course, You agree not to disclose another Student’s ideas and concepts with anyone else. For clarity, confidential information does not include matters of public knowledge, information rightfully received by the receiving party from a third party that didn’t have a duty of confidentiality, information independently developed by a third party, information that is compelled to be disclosed by operation of law, or any other information understood not to be confidential herein.

By posting and submitting any material in the Facebook Group such as questions, comments, posts, photos, images, videos, or other contributions you are confirming that you are the owner of said contributions and that you are 18+ years old. Student hereby grants Company permission to use Student’s name, likeness, email address, or screen name as the author to and with any contributions made in the Facebook Group such as posts, comments, videos, or images without further approval from or compensation for You.

• COURSE PLATFORM: The Course will be delivered via a password protected online platform. The Student will be assigned a username and password to access the Course platform. The Student is solely responsible to maintain their log in username and password to gain access to the course platform. The Student understands that sharing their username or password with a third-party is in breach of the Intellectual Property agreement within the Course terms and may result in legal action.

• GROUP COACHING CALLS: Group Coaching Calls are NOT Included with a purchase of the Course.

• LIVE Q&A’s: Live Q&A’s related to this Course will be performed via a Facebook Live, Zoom, or other online platform to be determined prior to the Live Q&A. It is each Student’s responsibility to attend these Live Q&A’s to get the full value of the Course. During Live Q&A’s the Student may submit questions via chat box or form submission. By attending these Live Q&A’s and participating in Hot Seats, You permit Company to take screenshots and videos from these calls for internal and public purposes.

Student agrees to be respectful of everyone and acknowledges that any offensive or poor behavior will have them removed from a call without warning. Student acknowledges that no soliciting, advertising of Your own service or product, spamming the chat box, or going off-topic will be tolerated. Again, Students should NOT disclose any information about their product, idea, or concept that is not already public. Company does not give legal advice. Student hereby grants Company permission to use Student’s name, company name, future product, all likenesses, voices, recordings, products or project names and images (but only after Student makes such things public) for promotional purposes without further approval from or compensation for You.

• TCA PITCH EVENT: Company periodically hosts an event titled the TCA Pitch Event. The event may be held in-person or virtually over Zoom, or a similar online meeting platform. Company reserves the right to discontinue this event for any reason. By purchasing this course, you are eligible to apply for the TCA Pitch event in exchange for a non-refundable fee. This application fee may be waived at the discretion of Company. Submitting an application for The TCA Pitch Event does not guarantee you will receive a pitch meeting with any participating company including but not limited to manufacturers, retailers, publishers or studios. By applying to participate in TCA Virtual Pitch Event, you agree to the following: 1) You will comply with all the terms and conditions for the event; 2) You will submit all documentation required by the participating Companies, and submit a fully filled out application, which should include without limitation a sizzle video, PPT presentation deck, as well as a description and name of your item in a platform designated by Company (requirements may vary); 3) You understand there is no guarantee of results and no guarantee you will get a pitch appointment; and if you do, in the event a pitch meeting is cancelled for whatever reason, you will not have legal recourse against Company or the Toy Companies; 4) Any feedback or coaching from Company is for your convenience only and not a guarantee of success and is provided “as is”; but for clarity, if Company provides you with any improvements to your idea, then you are entitled to use those improvements provided that you, and not Company are solely responsible for ensuring that such improvements do not infringe on the rights of any third party; 5) You understand submitting your idea(s) is being done at your own risk and that Company cannot guarantee confidentiality; 6) You also understand that other Students, Company and/or the Toy Companies may have worked on, may be working on, or may work on in the future, ideas similar to yours and you agree you will not have legal recourse against any of the parties mentioned for copying or infringement; and 7) Company reserves the right in its sole discretion to deny any Student access to the TCA Pitch Event at any time, for any reason, even if you already have a scheduled appointment.

• REPRESENTATIONS, WARRANTIES AND INDEMNIFICATIONS: Student understands that results of Services are not guaranteed. Student will indemnify The Toy Coach and its members (including Azhelle Wade), officers, directors, employees, contractors, attorneys, agents, successors and assigns to the fullest extent of the law from and against any claims, actions, liabilities, expenses or damages whatsoever relating to or in connection with: any advice or recommendations made by The Toy Coach; any content or materials provided to The Toy Coach by Student or Student’s agents; intellectual property infringement of third parties (including infringement arising from improvements made by The Toy Coach); product liability; your participation in a Virtual Toy Pitch event; all option, license and other agreements relating to your products or concepts; third party services or other acts of Student. The maximum liability of The Toy Coach, its officers, directors, employees, legal advisors, agents, affiliates, successors and assigns for any claim or any action or omission relating to the subject matter of this Agreement shall be no more than the total of all fees received by The Toy Coach from Student. Neither Party shall be liable for indirect, incidental, special or consequential damages even if that Party was informed of same. We will do our best to ensure all digital offerings are available without interruption, however, cannot guarantee that. You understand that and won’t hold us responsible for that or for any of the content we provide in the Course. Finally, You agree to do Your own due diligence in connection with any actions You take (or don’t take) and will not rely on the content, us, other Students or third parties related to this Course.

• TERM AND TERMINATION: The term of this Agreement shall be the duration of the Course and for as long as You are participating in any online groups, course platform, calls, social media and similar related to the Course. Notwithstanding, all the obligations listed herein, including indemnification, intellectual property provisions and other provisions The Toy Coach intended to continue after termination, shall remain in effect indefinitely. The Toy Coach reserves the right in its discretion to deny access to the Course for any reason.

• THIRD PARTY CONTRACTORS: During the Course,Company may introduce Student to various third-party contractors (freelancers) who may eventually be engaged by Student to perform tasks for Student. These may include without limitation, model makers, legal professionals, sculptors, painters and similar. Student agrees to perform his or her own due diligence before engaging anyone introduced by Company. Student understands that Company cannot and does not guarantee the services, nor the outcome of those services, provided by any third-party contractor or freelancer, and Student indemnifies and holds The Toy Coach harmless from any such services. For clarity, Student would have to enter into separate agreements with those third parties before any such services would be rendered; this Agreement does not cover third party services.

• NOTICES: All legal notices and communications to either party shall be in writing and sent to that party at the address it provides in connection with the Course and considered delivered upon one of the following: (a) three days after deposit in the mail if sent by certified U.S. mail postage prepaid; (b) one day after deposit with a nationally-recognized overnight mail or courier service with charges prepaid; (c) on the date transmitted by facsimile or e-mail, but only if confirmation is sent by the receiving party; or (d) on the date of personal delivery, which shall be evidenced by some type of written confirmation. Either party may change its address, facsimile number or e-mail address by giving written notice to the other party.

MISCELLANEOUS:

• EARNINGS AND OTHER DISCLAIMERS: We cannot guarantee any results or financial outcomes (including sales from your products or ideas) from or based on any advice or information you receive from Company. You agree that Company has not made any guarantees about the results of taking any action, whether recommended on this Website or not. Company provides educational and informational resources that are intended to help users of this Website succeed. You confirm understanding that your success depends on many factors, including your skills, your particular situation, your effort, and innumerable other circumstances beyond the control and/or knowledge of Company. Therefore, Company can't promise that you'll achieve a certain outcome or level of success. By taking this course, you understand that any results you achieve are entirely up to you. You understand that Company is not responsible for any results, positive or negative, that come from using the information provided in this course.

• INDEPENDENT CONTRACTOR RELATIONSHIP: This Agreement does not create and shall not be construed as creating a relationship of employment, partnership or joint venture. Unless otherwise indicated herein, neither Party shall have the right to obligate or bind the other Party in any manner whatsoever and nothing herein shall give or is intended to give any rights of any kind to third parties. For clarity, it is understood and agreed that The Toy Coach may render other similar services on behalf of other Students or third parties, and nothing contained in this Agreement shall preclude The Toy Coach from rendering such services.

• WAIVER: The failure of either Party at any time(s) to demand strict performance by the other of any of the terms, covenants or conditions set forth herein shall not be construed as a waiver of that term, covenant or condition. Each Party may, at any time, demand complete performance by the other of said terms, covenants and conditions. A valid waiver must be executed in writing and signed by the Party granting the waiver.

• ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior communications, agreements or understandings, both written and oral. This Agreement may not be changed or modified except as evidenced by a writing signed by both parties.

• GOVERNING LAW AND DISPUTE RESOLUTION: THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY; APPLICABLE TO AGREEMENTS FULLY EXECUTED AND PERFORMED THEREIN, WITHOUT REGARD TO ANY CHOICE-OF-LAW PRINCIPLES. THE EXCLUSIVE VENUE FOR ALL DISPUTES HEREUNDER SHALL BE BY BINDING ARBITRATION IN BERGEN COUNTY, NEW JERSEY. IN ANY DISPUTE OR CONTROVERSY REGARDING THE TERMS OF THIS AGREEMENT OR THE BREACH THEREOF, THE PARTIES AGREE THAT THE FIRST RECOURSE SHALL BE TO ATTEMPT TO AMICABLY RESOLVE THE DISPUTE.

• ASSIGNMENT AND ASSIGNS: This Agreement shall be binding upon and inure to the benefit of both Parties and their respective successors and assigns. You understand that You cannot share Your password or any content from the Course with any third parties. The rights granted in this Agreement are specific to You. Any assignment or transfer in contravention with this section shall be null and void.

• SEVERABILITY: If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect.

• HEADINGS/CONSTRUCTION: The headings for the different sections herein are for convenience only and shall not affect the meaning of the provisions of this Agreement. You acknowledge that You understand and agree to the terms and conditions of this Agreement. Furthermore, You agree that this instrument should not be construed against its drafter.

Thank You!

The Toy Coach®

Contact Information:

The Toy Coach Inc.

77 Engle Street #8077

Englewood, New Jersey 07631

Email Address: support@thetoycoach.com