6.3a — 24-Hour Cancellation — 100% Refund

Customer may cancel this purchase for any reason within twenty-four (24) hours of the original purchase date and receive a full refund, provided that Customer has not materially accessed or used any included course, service, training, candidate-support activity, or other bundle benefit. For purposes of this Section, material access or use is limited to: (a) viewing more than twenty-five percent (25%) of the lessons included in HireUp or ScaleUp, as reflected in Lypad Academy's course-platform records; or (b) accepting or activating the complimentary free-trial period for the Creator Leverage Guild included with the purchase. Cancellation requests must be submitted in writing to [email protected] within the applicable 24-hour period.

6.3b — Failure to Complete Candidate Presentation Process — 100% Refund

If Lypad Academy is unable, for reasons within its reasonable control, to complete a required round of the Candidate Presentation Process in accordance with Sections 7.2 and 7.3, Customer qualifies for a full refund of one hundred percent (100%) of the bundle price paid. No Candidate Identification and Evaluation Fee is retained. Candidate withdrawal, unavailability, inaccurate Customer requirements, Customer delay, or other circumstances outside Lypad Academy's reasonable control do not by themselves establish eligibility under this Section, although Lypad Academy will use commercially reasonable efforts to substitute candidates where practicable.

Upon issuance of a 100% refund under this section, access to the HireUp course, ScaleUp course, all associated bonus materials, the Lypad Community, the Creator Leverage Guild, and any related digital resources included with the bundle will be immediately revoked.

6.3c — Candidate Dissatisfaction — 40% Refund

If, after the initial round has been completed and Customer has timely completed the required interviews, Customer determines that none of the Potential Candidates is suitable, Customer may notify Lypad Academy in writing and request termination of the Candidate Presentation Process instead of proceeding to the second round. Customer is not required to proceed to the second round before requesting termination.

Upon such termination, Lypad Academy will issue a refund equal to forty percent (40%) of the bundle price paid. Customer retains lifetime access to the HireUp and ScaleUp courses following this refund.

6.3d — Course Dissatisfaction — 35% Refund

If, within sixty (60) calendar days of the original purchase date, Customer determines they are unsatisfied with the included course materials (HireUp and/or ScaleUp), Customer may request a partial refund equal to thirty-five percent (35%) of the bundle price paid.

Upon issuance of this refund, access to the HireUp course, ScaleUp course, all associated bonus materials, the Lypad Community, the Creator Leverage Guild, and any related digital resources included with the bundle will be immediately revoked.

After sixty (60) days from the original purchase date, Customer is no longer eligible for a course dissatisfaction refund unless Lypad Academy expressly grants an exception in writing.

6.3e — Combined Claim — 75% Maximum Refund

Customer may claim both candidate dissatisfaction (Section 6.3c) and course dissatisfaction (Section 6.3d) simultaneously, provided the conditions of each are independently met. The combined refund shall not exceed seventy-five percent (75%) of the bundle price paid under any circumstances.

Upon issuance of a combined 75% refund, access to all course materials, bonus content, the Lypad Community, the Creator Leverage Guild, and any related digital resources will be immediately revoked.

6.3f — No Refund After Candidate Acceptance

Once Customer accepts a presented candidate as defined in Section 7.4, the bundle is deemed fully fulfilled. No refund is available thereafter for any reason, including course dissatisfaction, dissatisfaction with the VA's subsequent performance, the VA's decision to discontinue the working relationship, or Customer's change of mind. This Section 6.3f does not limit any rights Customer may have under the 60-Day Replacement Warranty described in Section 7.7.

6.3g — Chargebacks and Payment Disputes

Customer agrees to contact Lypad Academy and make a good-faith effort to resolve a payment concern before initiating a chargeback or payment dispute, unless applicable law or the payment provider's rules permit or require otherwise. A fraudulent or bad-faith chargeback may constitute a material breach and may result in suspension or termination under Section 19. Nothing in this provision waives any non-waivable dispute right.

7. We Find & Train the Talent — Service Terms

This Section 7 governs the operational mechanics of the We Find & Train the Talent candidate identification, evaluation, and training support service, whether purchased standalone or as part of the Lypad Complete Bundle. Refund rights are set out in Section 5 (standalone) or Section 6 (bundle), as applicable.

7.1 Customer Representations and Business Information

This Section 7.1 applies to the We Find & Train the Talent service and the Lypad Complete Bundle. It does not apply to Customers purchasing only standalone self-paced digital courses (HireUp or ScaleUp).

Customer represents and warrants that the business name, state of formation, principal business address, billing address, and service-location information provided to Lypad Academy are accurate and complete. Customer is responsible for promptly notifying Lypad Academy in writing if the Services are being purchased for, directed to, or used in connection with operations in any state or jurisdiction different from the information provided at the time of purchase.

As part of the intake process for this service, Customer agrees to provide:

•        Customer's legal business name;

•        Customer's state of formation;

•        Customer's principal business address;

•        Customer's billing address;

•        Customer's primary contact address;

•        The state or jurisdiction where the Services will be used;

•        The location of the VA, if known at the time of intake;

•        The expected location where the VA will perform services;

•        Whether Customer is purchasing on its own behalf or on behalf of another entity; and

•        Confirmation that Customer, not Lypad Academy, is responsible for compliance with all laws applicable to Customer's business and Customer's use of the VA.

Lypad Academy relies on the accuracy of the information Customer provides under this Section 7.1 to evaluate state-law nexus and service availability. Nothing in this Section 7.1 eliminates any licensing, registration, or compliance obligation that may otherwise apply.

7.1A Intake Form and Cohort Scheduling

Customer acknowledges that Lypad Academy cannot begin candidate identification, evaluation, or sourcing support until Lypad Academy receives a materially complete intake form and any reasonably requested clarifications or corrections.

To participate in a particular VA training cohort, Customer must complete the applicable purchase and submit a materially complete intake form by the deadline displayed for that cohort on the VA Cohort Schedule page at https://lypadacademy.com/va-cohort-schedule-page. If Customer misses the applicable deadline, submits incomplete or materially inaccurate information, or does not timely provide requested clarifications, Lypad Academy may move Customer to the next available cohort. Any resulting adjustment to candidate presentation, contract-signing, training, graduation, handoff, or onboarding dates is treated as a Customer-caused delay and does not, by itself, constitute a breach by Lypad Academy or create a right to a refund.

If the intake form offers a "TBD" cohort selection, a Customer who is not ready to select a cohort may choose that option and later request placement in writing. Placement in a specific cohort is subject to capacity and written confirmation by Lypad Academy. Published cohort dates may be identified as tentative and may be adjusted for candidate availability, staffing, platform issues, or other reasonable operational needs. Lypad Academy will use commercially reasonable efforts to notify affected Customers of material schedule changes and offer the next available or a reasonably comparable cohort. No specific cohort or completion date is guaranteed until confirmed by Lypad Academy.

7.2 Candidate Identification and Initial Presentation

Upon receipt of Customer's completed intake form and confirmation of payment, Lypad Academy will:

•        Review potential independent contractor candidates based on Customer's stated requirements using Customer-approved sourcing channels;

•        Conduct preliminary interviews, assessments, and hardware and internet capability verification as reasonably appropriate to the role; and

•        Use commercially reasonable efforts to present two (2) potential independent contractor candidates that Lypad Academy reasonably believes warrant Customer's consideration based on the stated requirements ("Potential Candidates").

The initial round is complete when Lypad Academy has presented two (2) Potential Candidates or Customer accepts a candidate, whichever occurs first. Presentation reflects Lypad Academy's professional judgment based on Customer's stated requirements and screening process; it is not a guarantee of legal classification, continued availability, performance, or ultimate suitability. If a candidate withdraws or becomes unavailable before Customer's interview for reasons outside Lypad Academy's reasonable control, Lypad Academy will use commercially reasonable efforts to provide a substitute candidate.

7.3 Customer Review, Second Round, and Delay

Customer shall make reasonable efforts to interview each presented Potential Candidate within four (4) calendar days after presentation, unless otherwise agreed in writing. Customer shall provide complete and accurate feedback and promptly notify Lypad Academy of scheduling issues, candidate withdrawal, or changed requirements.

If Customer determines that none of the Potential Candidates from the initial round is suitable, Customer must notify Lypad Academy in writing within two (2) calendar days after completing the interviews. Upon timely notice, Lypad Academy will conduct one second round for up to fourteen (14) additional calendar days and use commercially reasonable efforts to present up to two (2) additional Potential Candidates. No further round is included unless the parties agree in writing.

Customer-caused delay pauses any Lypad Academy performance timeline. If Customer fails to complete interviews, provide requested feedback, or otherwise respond for fourteen (14) consecutive calendar days after a written reminder, Lypad Academy may treat the service as abandoned and close the Candidate Presentation Process. An abandoned service is not eligible for a refund except to the extent required by applicable law or expressly agreed by Lypad Academy in writing.

If Customer materially changes the role, compensation, schedule, location, required qualifications, or other search criteria after candidate-identification work begins, Lypad Academy may require a revised timeline, restart of the Candidate Presentation Process, or an additional fee, but only after providing the proposed change to Customer in writing.

7.3A Candidate Withdrawal, No-Show, or Declined Engagement

Lypad Academy does not control or guarantee a Potential Candidate's availability, attendance, continued participation, or willingness to enter into a contract with Customer. A Potential Candidate's failure to attend a scheduled interview, withdrawal from consideration, or decision not to enter into a contract with Customer does not, by itself, constitute a breach by Lypad Academy or create a right to a refund. If a candidate withdraws or fails to attend before Customer completes an interview, Lypad Academy will use commercially reasonable efforts to provide a substitute within the applicable Candidate Presentation Process; the unavailable candidate will not count as one of the candidates Customer is required to interview, and the substitute will count toward the applicable round. If a candidate withdraws or declines to contract after an interview but before Candidate Acceptance, Lypad Academy will use commercially reasonable efforts to continue the remaining applicable round or, when timely triggered under Section 7.3, the second round. No additional round or refund is due solely because of a candidate no-show, withdrawal, or declined engagement.

7.3B Candidate Information and Confidentiality

In connection with the Candidate Presentation Process, Lypad Academy may provide Customer with resumes, contact details, assessment results, hardware or internet capability information, interview notes, work samples, and other information concerning a Potential Candidate (collectively, "Candidate Information"). Customer may use Candidate Information solely to evaluate, interview, and potentially engage the applicable candidate for Customer's own business. Customer agrees to:

•        Maintain the confidentiality and reasonable security of Candidate Information;

•        Disclose Candidate Information only to Customer personnel, contractors, or professional advisers who have a legitimate need to participate in the evaluation and who are subject to appropriate confidentiality obligations;

•        Not publish, post, sell, license, distribute, or use Candidate Information for unrelated recruiting, marketing, solicitation, data enrichment, or any purpose unrelated to evaluating or engaging the applicable candidate;

•        Comply with applicable privacy, data-protection, employment, and anti-discrimination laws when collecting, using, storing, or making decisions based on Candidate Information;

•        Securely delete or return Candidate Information concerning candidates Customer does not engage when the information is no longer reasonably necessary, except to the extent retention is required by law or reasonably necessary to document the evaluation process; and

•        Promptly notify Lypad Academy of any known or reasonably suspected unauthorized access to, use of, or disclosure of Candidate Information.

Customer is independently responsible for personal information it collects directly from a candidate and for providing any legally required notices, obtaining any required consents, and maintaining appropriate records. The obligations in this Section survive completion or termination of the Services.

7.4 Acceptance of a Candidate

Customer "accepts" a candidate only when Customer and the candidate have entered into a fully executed written contract, including an electronically signed contract, under which the candidate will provide services to Customer. Upon acceptance, the candidate-identification portion of the service is deemed substantially delivered and completed. Customer is solely responsible for the engagement decision and all aspects of the resulting relationship, including onboarding, compensation, legal compliance, supervision, performance management, and ongoing management of the VA.

Following Candidate Acceptance, Lypad Academy will provide the engaged VA with its standard 40-hour hands-on training program at no additional charge to Customer as part of the purchased VA-related Service. Unless otherwise agreed in writing, the included training does not include unlimited retraining, ongoing onboarding, ongoing supervision, or customized management services for Customer.

7.5 Independent Third-Party Relationship; No Employment or Agency with Lypad Academy

Lypad Academy provides candidate identification, evaluation, and training support only. Any VA considered or engaged by Customer is an independent third party and is not an employee, agent, partner, or representative of Lypad Academy. Customer acknowledges and agrees that:

•        Unless separately agreed in a written agreement signed by Lypad Academy, the Services do not include ongoing VA management, payroll processing, employer-of-record services, human-resources administration, performance supervision, disciplinary action, tax administration, legal services, or ongoing compliance services.

•        The working relationship between Customer and the engaged VA is solely between those two parties;

•        Lypad Academy is not responsible for the VA's performance, conduct, attendance, work product, or compliance with applicable law;

•        Lypad Academy makes no warranty, express or implied, regarding the VA's continued availability, performance, or suitability after training and handoff;

•        Customer is solely responsible for collecting any required tax documentation (W-9, W-8BEN, etc.), entering into independent contractor agreements, and complying with all applicable employment, tax, and labor laws;

•        Customer, not Lypad Academy, makes the final decision whether to engage any candidate. Lypad Academy does not guarantee the legal suitability of any candidate for Customer's business or jurisdiction, does not employ the VA after training and handoff, and does not control Customer's determinations regarding worker classification, compensation, supervision, tax withholding, or legal compliance;

•        Lypad Academy does not provide legal, tax, employment, labor, immigration, worker classification, contractor compliance, or international hiring compliance advice in connection with this service, and Customer should consult its own licensed professionals regarding these matters; and

•        Lypad Academy disclaims all liability for any actions, omissions, damages, or losses arising from or related to the engaged VA's conduct.

7.6 No Guarantee of VA Retention

Lypad Academy does not guarantee that any VA engaged through this service will remain available, perform satisfactorily, or continue working with Customer for any specific period. The Candidate Identification and Evaluation Fee is for the candidate identification and evaluation services only, not for any ongoing performance guarantee. If a VA discontinues working with Customer for any reason, Customer is not entitled to a replacement, refund, or additional service except as expressly provided under the 60-Day Replacement Warranty in Section 7.7.

7.7 60-Day Replacement Warranty

Lypad Academy offers a one-time 60-Day Replacement Warranty (this "Warranty") on the We Find & Train the Talent service, whether purchased standalone or as part of the Lypad Complete Bundle. The "Graduation Date" means the date on which the VA completes Lypad Academy's 40-hour hands-on training program.

Subject to the conditions and exclusions below, if the VA's working relationship with Customer is severed within sixty (60) calendar days after the Graduation Date, Lypad Academy will conduct one replacement Candidate Presentation Process and provide the included training for one (1) replacement VA at no additional charge.

•        This Warranty may be used only once per purchase of the We Find & Train the Talent service or Lypad Complete Bundle. It does not apply to the replacement VA — if the working relationship with the replacement VA is later severed, Customer is not entitled to a further replacement, refund, or additional service under this Warranty;

•        To request a replacement under this Warranty, Customer must notify Lypad Academy in writing at [email protected] within sixty (60) calendar days after the Graduation Date;

•        Customer shall reasonably cooperate with the intake, interview, feedback, and response timelines described in Sections 7.1 through 7.4 for the replacement Candidate Presentation Process;

•        This Warranty provides one replacement candidate identification, evaluation, and training support process only. The replacement process is governed by Sections 7.2 through 7.4, is not a refund, and does not entitle Customer to any refund;

•        Customer must provide reasonable documentation of the end date and circumstances of the severed relationship and any information reasonably needed to administer the Warranty;

•        The Warranty does not apply when the severance was caused primarily by Customer's nonpayment; material breach of an agreement with the VA; unlawful, discriminatory, threatening, or abusive conduct; failure to provide reasonably necessary onboarding, access, instructions, or work; or a material change to the agreed role, compensation, schedule, work location, or responsibilities without the VA's agreement;

•        The Warranty does not cover a severance resulting from circumstances that Customer knew about but did not disclose during intake or from Customer's failure to comply with applicable law; and

•        This Warranty does not affect, limit, or replace any refund rights set out in Section 5 or Section 6, as applicable, and does not apply to standalone course purchases.

7.8 Service Availability and Jurisdictional Limitations

The VA-related Services are not necessarily available in every state, country, or jurisdiction. Lypad Academy may request additional business, service-location, candidate-location, or work-location information and may decline, delay, restrict, suspend, or discontinue the VA-related Services where Lypad Academy reasonably determines that licensing, registration, bonding, legal-review, contractual, or operational requirements may apply.

If Lypad Academy declines the VA-related Services before beginning substantive candidate-identification work solely because of a jurisdictional limitation, Lypad Academy will refund the amount paid for the affected Service. If work has already begun, any refund will be determined under Section 5 or Section 6, as applicable, unless non-waivable law requires otherwise. If the limitation results from inaccurate, incomplete, or untimely information supplied by Customer, Lypad Academy may retain amounts earned for work already performed to the fullest extent permitted by law.

Lypad Academy does not charge VA applicants or workers a fee to apply for, be considered for, or be presented through the Services.

8. You Find & We Train the Talent — Service Terms

This Section 8 governs the You Find & We Train the Talent training service. This service is distinct from the We Find & Train the Talent service described in Sections 5 and 7. Under this service, Lypad Academy does not identify, source, screen, or present candidates. Instead, Lypad Academy provides its standard 40-hour training program to a virtual assistant who has already been identified and independently contracted by the Customer.

8.1 Eligibility and Prerequisites

To purchase or use this service, Customer must satisfy all of the following conditions at the time of enrollment:

•        Customer must hold an active license to the ScaleUp course, either through a prior standalone purchase or through purchase of the ScaleUp bundle with this service;

•        Customer must have a fully executed written independent contractor agreement in place with the VA to be trained prior to the start of training; and

•        The VA to be trained must be willing and available to participate in and complete the 40-hour training program on the scheduled timeline.

Lypad Academy reserves the right to verify eligibility before confirming enrollment. Providing inaccurate eligibility information may result in denial of the service without refund.

8.2 Training Program

Lypad Academy will provide the enrolled VA with its standard 40-hour hands-on training program using the same methodology and schedule as the training component of the We Find & Train the Talent service. Training is delivered to the VA, not to the Customer directly. The Graduation Date means the date on which the VA completes the 40-hour training program.

The 60-Day Replacement Warranty described in Section 7.7 does not apply to this service. Because Lypad Academy did not source or present the VA, no replacement service is included. Customer's remedies in the event the VA relationship ends are limited to those set out in Customer's own agreement with the VA.

8.3 VA Training Stipend

As part of this service, Lypad Academy will pay the enrolled VA a training stipend of one hundred twenty-five United States dollars ($125) upon successful completion of the 40-hour training program. The stipend is paid directly by Lypad Academy to the VA and is intended to compensate the VA for time spent in training.

Before the stipend will be issued, the VA must submit valid tax documentation to Lypad Academy:

•        Non-United States persons must submit a completed and valid IRS Form W-8BEN;

•        United States persons must submit a completed and valid IRS Form W-9.

Lypad Academy will not disburse the stipend until valid tax documentation has been received and verified. The VA is solely responsible for any taxes owed on the stipend in their country or jurisdiction of residence.

For purposes of this stipend, successful completion means the VA's verified attendance at a minimum of thirty-eight (38) of the forty (40) scheduled training hours, as recorded in Lypad Academy's training platform logs. If the VA attends fewer than thirty-eight (38) hours, Lypad Academy may, in its sole discretion, prorate the stipend based on verified hours of attendance, or withhold it entirely if participation was insufficient to constitute meaningful program engagement.

The $125 stipend represents Lypad Academy's complete payment obligation to the VA in connection with this service. Any additional or supplemental compensation the Customer chooses to provide to the VA during or after the training period is a matter entirely between Customer and the VA. Lypad Academy has no involvement in, liability for, or obligation regarding any such supplemental arrangement.

Payment of the $125 stipend does not create an employment, co-employment, agency, contractor, or joint venture relationship between Lypad Academy and the VA. The VA remains solely the Customer's independent contractor.

8.4 Account Separation During Training

To prevent errors such as sending incorrect messages to brands, triggering automations on wrong accounts, or other platform-related mistakes that may occur when a VA is working across multiple account environments, Lypad Academy strongly recommends that Customer implement one of the following account separation measures for the duration of the training period:

•        Separate browser profile: The VA uses a separate Chrome browser profile (or equivalent) configured with access limited to Lypad Academy's training accounts and test environments only, with no access to Customer's live accounts during training hours; or

•        Temporary access revocation: Customer temporarily revokes the VA's access to Customer's accounts, platforms, systems, and tools for the duration of the training period.

Lypad Academy is not responsible for any errors, mistakes, unauthorized actions, damages, losses, or consequences arising from the VA's access to Customer's accounts, platforms, or systems during the training period, regardless of whether the recommended account separation protocols were followed. Customer assumes full responsibility for any access permissions granted to the VA during training.

8.5 Refund Policy

The following refund terms apply exclusively to the You Find & We Train the Talent service:

•        Full refund: Customer may request a full refund of the training fee by providing written notice to [email protected] at least twenty-four (24) hours before the scheduled training start time.

•        Non-refundable once training begins: The training fee is non-refundable once the training week has commenced, regardless of whether the VA participates, completes, or withdraws from the program.

•        No refund for VA no-show or non-participation: Lypad Academy is not responsible for a VA's failure to attend, engage with, or complete the training program. No refund will be issued due to VA no-shows, non-participation, or early withdrawal after training has begun.

All refund requests must be submitted in writing to [email protected] and are subject to the general refund terms in Section 9.

8.6 VA No-Show, Non-Participation, and Incomplete Training

Lypad Academy does not control and is not responsible for a VA's attendance, engagement, or completion of the training program. If the VA does not show up, fails to participate meaningfully, or withdraws from training after it has begun, the training fee remains non-refundable. The $125 stipend will be prorated or withheld by Lypad Academy based on the VA's actual participation, at Lypad Academy's reasonable discretion. Customer has no claim against Lypad Academy arising from the VA's failure to attend or complete training.

8.7 Independent Contractor Relationship

Lypad Academy's role under this service is limited to providing training to the VA. The VA is and remains solely the Customer's independent contractor throughout the training period and after. Nothing in this service, including Lypad Academy's payment of the training stipend, creates any employment, co-employment, agency, staffing, leasing, or joint venture relationship between Lypad Academy and the VA. Customer remains solely responsible for:

•        All aspects of the Customer's working relationship with the VA, including supervision, task assignment, and management;

•        The VA's ongoing compensation outside of the Lypad Academy stipend;

•        Compliance with all applicable employment, labor, tax, immigration, and worker classification laws with respect to the VA; and

•        Any claims by or relating to the VA arising from the Customer's engagement of the VA.

Lypad Academy does not provide legal, tax, labor, or compliance advice in connection with this service. Customer should consult licensed professionals regarding its obligations with respect to the VA.

9. General Refund Terms

•        All refund requests must be submitted in writing to [email protected].

•        Refund eligibility applies only to the original purchaser and may not be transferred or assigned.

•        Customer agrees to contact Lypad Academy and make a good-faith effort to resolve a payment concern before initiating a chargeback or payment dispute, unless applicable law or the payment provider's rules permit or require otherwise. A fraudulent or bad-faith chargeback may constitute a material breach and may result in suspension or termination under Section 19. Nothing in this provision waives any non-waivable dispute right.

•        Nothing in these refund provisions limits any non-waivable consumer rights that may apply under applicable law.

•        Lypad Academy reserves the right to modify its refund policies at any time. The policy applicable to a given purchase is the version in effect at the time of that purchase.

10. Course Access and License

Upon purchase of a course (HireUp, ScaleUp, or a course included in the Lypad Complete Bundle), Lypad Academy grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the course content for Customer's own internal personal and business operations. This license does not permit resale, public distribution, sublicensing, use to train unrelated third parties, or use to operate a competing education, candidate-support, or training business.

You acknowledge and agree that:

•        All course content (including videos, written materials, templates, downloads, frameworks, and SOPs) is the exclusive intellectual property of Lypad Academy;

•        Except for templates, worksheets, SOPs, or other materials expressly identified as editable or intended for Customer's internal implementation, you may not copy, reproduce, distribute, sell, sublicense, modify, publicly display, publicly perform, or create derivative works from course content;

•        Customer may adapt materials expressly designated for internal implementation and share those designated materials with Customer's own personnel or contractors solely as reasonably necessary to operate Customer's business, provided those recipients do not further distribute, resell, publish, or use the materials outside Customer's business;

•        You may not record, screenshot, or otherwise capture course content for sharing with others;

•        You may not use course content to compete with Lypad Academy or to teach the same material to others;

•        "Lifetime access" means access for the operational life of the applicable Lypad Academy course and hosting platform, not the lifetime of Customer. If Lypad Academy permanently discontinues a purchased course, it will provide reasonable advance notice where practicable and, when technically and legally feasible, a reasonable opportunity to download materials that are designated as downloadable;

•        Lypad Academy may update, revise, or replace course content to maintain accuracy, quality, or relevance, but will not intentionally eliminate the material core of a purchased course without providing reasonably comparable replacement content or another commercially reasonable remedy; and

•        Lypad Academy may discontinue a course or platform feature with reasonable notice, subject to the preceding lifetime-access provision and Section 20.

Course Content Currency. Lypad Academy makes reasonable efforts to maintain accurate and current course content. However, because online platforms, creator programs, affiliate programs, and third-party policies change frequently, information included in course materials may become outdated as Amazon or other platforms update their programs, interfaces, policies, features, opportunities, commission structures, or requirements. Lypad Academy will make commercially reasonable efforts to update course content when material platform changes occur, but does not warrant that all information will remain accurate, complete, or current at all times. Where applicable, you should confirm current policies and requirements directly with the relevant third-party platform before acting on course information.

Violation of these license terms may result in suspension or termination under Section 19 and may also result in legal action, including injunctive relief and damages.

11. Creator Leverage Guild Community

Certain Services include a complimentary subscription to the Creator Leverage Guild ("Guild"), a private community for Lypad Academy customers. Guild access is governed by the following terms.

10.1 Eligibility

The complimentary Creator Leverage Guild subscription (including any Pro Creator Circle trial period) included with certain Services is available only to new Guild members and existing non-Pro Guild members. Customers who are current Pro-tier members of the Guild at the time of purchase do not qualify for the complimentary trial and will not receive an additional complimentary period, credit, or discount in lieu of it. Eligibility is determined by Lypad Academy based on Customer's Guild membership status at the time of purchase.

10.2 Subscription Term

Complimentary Guild subscriptions are provided for the term stated at the time of purchase. Subscriptions do not automatically renew; continued access after the complimentary period requires a separate paid subscription. Lypad Academy may modify or discontinue future complimentary Guild offers, but will not materially shorten a complimentary period already included in a completed purchase without providing a reasonably comparable substitute, credit, or other commercially reasonable remedy. Access is additionally subject to the Creator Leverage Guild Terms of Service available at https://www.creatorsleverageguild.com/.

10.3 Community Conduct

By participating in the Guild, you agree to:

•        Treat all members with respect and professionalism;

•        Refrain from harassment, discrimination, hate speech, or threatening behavior;

•        Not share other members' content, advice, or information outside the Guild without permission;

•        Not promote competing products, services, or businesses without prior written consent; and

•        Not use the Guild for spam, solicitation, or recruitment.

Lypad Academy may remove or restrict a member from the Guild for violating these Terms, the Guild's applicable rules, or conduct that reasonably threatens the safety, rights, confidentiality, or legitimate interests of the Guild, its members, or Lypad Academy. Any suspension or termination is subject to Section 19.

12. Income, Earnings, and Results Disclaimer

Lypad Academy provides educational content and services intended to help Customers improve their Amazon Influencer Program operations and business outcomes. Lypad Academy makes no representations, warranties, or guarantees regarding the income, earnings, success, or results that any Customer will achieve.

You acknowledge and agree:

•        Any income figures, earnings examples, case studies, testimonials, or success stories shared by Lypad Academy or its founders, employees, contractors, affiliates, or students reflect individual experiences and are NOT typical results;

•        Most participants in the Amazon Influencer Program earn substantially less than the figures discussed in our marketing materials;

•        Your individual results will depend on numerous factors outside Lypad Academy's control, including your effort, experience, market conditions, niche selection, audience size, content quality, time investment, and Amazon platform changes;

•        The Amazon Influencer Program is operated by Amazon and is subject to Amazon's terms, which may change at any time, and which Lypad Academy does not control;

•        Lypad Academy is not affiliated with, endorsed by, or sponsored by Amazon.com, Inc. or any of its subsidiaries;

•        The strategies, systems, and methods taught require significant time, effort, and ongoing work to implement;

•        Engaging a virtual assistant is a business expense and does not guarantee any specific income increase;

•        Past performance does not predict future results; and

•        Nothing on the Website or in our Services constitutes legal, financial, tax, accounting, investment, employment, labor, immigration, worker classification, contractor compliance, international hiring compliance, or platform-compliance advice. This applies to all course materials, templates, SOPs, training content, and any guidance provided by Lypad Academy regarding independent contractor arrangements. You should consult appropriate licensed professionals before making business decisions, and you are solely responsible for your own compliance with applicable employment, labor, tax, immigration, worker classification, and contractor laws.

•        Free or gifted products, brand collaborations, seller partnerships, or agency relationships are not guaranteed outcomes of the Amazon Influencer Program or of implementing any strategies, systems, or methods taught in our Services. Results in these areas depend entirely on factors outside Lypad Academy's control, including Amazon's discretion, brand decisions, and your individual content and audience.

The Amazon Influencer Program and any other third-party platform referenced in our Services are controlled solely by the applicable platform operator (including Amazon.com, Inc.). Customer is solely responsible for complying with Amazon's terms of service, platform rules, disclosure obligations, content standards, affiliate and influencer policies, and any other applicable third-party platform requirements. Lypad Academy does not control, and is not responsible for, changes to any third-party platform's policies, program eligibility, or enforcement decisions.

12.1 Amazon Platform Changes and Third-Party Decisions

The Amazon Influencer Program is controlled solely by Amazon.com, Inc. Lypad Academy has no control over, and is not responsible for, any of the following:

•        Account suspensions, restrictions, or terminations by Amazon or any other platform;

•        Content removal, demotion, or changes in onsite or offsite placement;

•        Changes in commission rates, structures, or payout terms;

•        Changes in program eligibility requirements or application processes;

•        Changes to program features, opportunities, or available tools;

•        Discontinuation of the Amazon Influencer Program or any related program;

•        Technical issues, outages, or errors involving Amazon's platform or systems;

•        Decisions made by Amazon regarding your account, content, or business relationships; or

•        Decisions made by brands, sellers, agencies, or other third parties regarding collaborations, partnerships, or product gifting.

Although Lypad Academy may provide education regarding Amazon programs, features, and policies as they exist at the time course content is created or updated, Amazon's official current terms and policies always control your relationship with Amazon and supersede any information provided in our Services. You are responsible for independently reviewing and complying with Amazon's current terms, policies, and disclosure requirements.

13. Acceptable Use

You agree not to use the Website or Services to:

•        Violate any applicable law, regulation, or third-party right;

•        Engage in any fraudulent, deceptive, or harmful conduct;

•        Reverse engineer, decompile, or attempt to extract the source code of any software used by Lypad Academy;

•        Use any automated means (bots, scrapers, crawlers) to access or interact with the Website without our prior written permission;

•        Interfere with or disrupt the Website's functionality or security;

•        Upload or transmit viruses, malware, or other harmful code;

•        Harass, threaten, or harm any other user, employee, or contractor;

•        Impersonate any person or entity;

•        Misrepresent your identity, affiliation, or qualifications;

•        Use, disclose, publish, sell, or otherwise process Candidate Information, Community information, or other personal information obtained through the Services except as expressly permitted by these Terms and applicable law;

•        Use the Services to compete with Lypad Academy in any substantially similar education, candidate-support, or training business; or

•        Resell, sublicense, or commercially exploit access to any course or service.

•        Use, adapt, repurpose, or build upon course content, materials, frameworks, SOPs, templates, scripts, resource lists, databases, or proprietary strategies to create, develop, sell, license, or distribute a substantially similar course, program, guide, membership, training, or educational product in the Amazon Influencer Program education, virtual assistant hiring, or creator business scaling space, whether offered for free or for a fee, during the period of active course access and for two (2) years following the termination or expiration of such access; or

•        Share, distribute, post, or transmit proprietary resource lists, vendor databases, templates, scripts, SOPs, candidate-sourcing guides, or other non-designated downloadable materials with individuals who have not purchased the applicable Service from Lypad Academy.

Violation of this Section may result in suspension or termination under Section 19.

14. Intellectual Property

13.1 Our Intellectual Property

The Website, Services, course content, training materials, frameworks, SOPs, templates, branding, logos, trademarks, and all related materials are the exclusive intellectual property of Lypad Academy and are protected by United States and international copyright, trademark, and other intellectual property laws. The trademarks "Lypad Academy", "HireUp", "ScaleUp", "We Find & Train the Talent", "Lypad Complete Bundle", and "Lypad Community" and any related logos and trade dress are owned by Lypad Academy LLC. Nothing in these Terms grants you any right, title, or interest in our intellectual property other than the limited license expressly provided herein.

13.2 Customer Content and Feedback

Customer retains ownership of content Customer submits to Lypad Academy. Customer grants Lypad Academy a non-exclusive, worldwide, royalty-free license to host, reproduce, transmit, and otherwise use Customer-submitted content only as reasonably necessary to provide, secure, administer, and improve the Services or comply with law. Separately, if Customer voluntarily provides ideas, suggestions, or product feedback, Customer grants Lypad Academy a perpetual, irrevocable, royalty-free right to use that feedback for product and service development without identifying Customer. "Customer Content and Feedback" does not include confidential business information submitted during intake, ordinary customer-support communications, or a public review or testimonial, each of which is governed by applicable confidentiality, privacy, platform, and endorsement rules. Customer represents that content submitted by Customer does not infringe third-party rights.

13.3 Testimonials and Endorsements

Lypad Academy will not use Customer's name, likeness, business name, or testimonial in paid advertising or other promotional marketing without Customer's separate affirmative permission. Any authorized testimonial may be edited for length or clarity only if its substance is not materially changed. Customer is never required to provide a positive review, and nothing in these Terms prohibits a genuine review or legally protected communication. Any material incentive or relationship connected to an endorsement must be disclosed as required by applicable law and platform rules.

13.4 Copyright Concerns

Lypad Academy respects the intellectual property rights of others. If you believe that content available through the Website or Services infringes your copyright or other intellectual property rights, you may contact [email protected] and provide enough information for Lypad Academy to identify and evaluate the content at issue. Lypad Academy may remove or restrict access to content that it reasonably believes may infringe the rights of others. This provision is a general reporting procedure and does not represent that Lypad Academy has designated or registered an agent under 17 U.S.C. § 512.

15. Third-Party Services and Links

Our Website and Services may contain links to or integrations with third-party websites, platforms, products, or services, including payment, hosting, communications, community, analytics, security, and other technology providers. Lypad Academy does not control, endorse, or assume responsibility for third-party content, products, services, availability, or data practices. Your use of a third-party service may be subject to that provider's own terms and policies. Lypad Academy disclaims liability for damages arising from or related to third-party services to the fullest extent permitted by law.

14.1 Third-Party Candidate Support Providers

In connection with the We Find & Train the Talent service and the Lypad Complete Bundle, Lypad Academy may engage third-party candidate-sourcing service providers, assessment providers, trainers, or independent contractors to assist with candidate identification, screening, evaluation, training, and related activities. Customer's name, contact information, and stated engagement requirements may be shared with such providers solely as reasonably necessary to fulfill the contracted Services, subject to the Privacy Policy and applicable law.

16. Disclaimers of Warranties

THE WEBSITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LYPAD ACADEMY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION: IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; WARRANTIES THAT THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT; WARRANTIES REGARDING THE OUTCOMES YOU WILL ACHIEVE FROM USING OUR SERVICES; AND WARRANTIES REGARDING THE PERFORMANCE OR SUITABILITY OF ANY VIRTUAL ASSISTANT IDENTIFIED, PRESENTED, OR TRAINED THROUGH OUR SERVICES. NO ADVICE OR INFORMATION OBTAINED FROM LYPAD ACADEMY CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Data Security Acknowledgment. Lypad Academy uses commercially reasonable technical and organizational measures to protect data and restrict unauthorized access to the Website, Services, and customer accounts. However, no internet-based system, network, database, or password-protected platform can be made entirely secure against all threats. You acknowledge that it may be possible for an unauthorized third party to access, view, copy, modify, or distribute data stored in connection with your use of the Services. Use of the Website and Services is at your own risk with respect to these inherent technical limitations. Lypad Academy will notify affected users of confirmed data security incidents as required by applicable law.

17. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LYPAD ACADEMY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING FROM OR RELATED TO YOUR USE OF THE WEBSITE OR SERVICES, EVEN IF LYPAD ACADEMY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LYPAD ACADEMY'S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID TO LYPAD ACADEMY FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

18. Indemnification

You agree to indemnify, defend, and hold harmless Lypad Academy, its officers, directors, employees, agents, contractors, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

•        Your use or misuse of the Website or Services;

•        Your breach of these Terms or any applicable law;

•        Your relationship with any virtual assistant engaged through our Services;

•        Your use of, or activities on, any other third-party platform;

•        Your business activities, including without limitation any claims by Amazon.com, Inc. or any third party regarding your Amazon Influencer Program operations;

•        Any content you submit, post, or transmit through the Website or Services;

•        Your unauthorized access to, use of, retention of, or disclosure of Candidate Information or other personal or confidential information obtained through the Services; or

•        Your infringement or violation of any third-party rights.

19. Account Termination

Lypad Academy may suspend or terminate an account, course access, Community or Guild access, or a Service for the following material reasons:

•        A material breach of these Terms;

•        Fraudulent, unlawful, infringing, threatening, or materially harmful conduct;

•        A fraudulent or bad-faith chargeback or payment dispute;

•        Unauthorized sharing, resale, or distribution of course content, Services, or login credentials;

•        Unauthorized use or disclosure of Candidate Information, Community confidential information, or other personal information obtained through the Services; or

•        Other conduct that Lypad Academy reasonably determines creates a material legal, security, operational, or reputational risk.

Lypad Academy may act immediately when reasonably necessary to protect safety, security, legal rights, confidential information, or service integrity.

For a breach that is reasonably capable of cure and does not require immediate suspension, Lypad Academy may provide written notice and a reasonable opportunity to cure before termination. Failure to cure within the stated period may result in termination.

Upon termination for Customer's breach, access to the affected Services may cease immediately and no refund is due except as expressly provided in these Terms or required by applicable law. If Lypad Academy terminates a paid, materially undelivered Service for its convenience and not because of Customer's breach, Lypad Academy will provide a commercially reasonable substitute, credit, or refund for the undelivered portion. Termination does not affect rights or obligations that accrued before termination.

20. Changes to These Terms

Lypad Academy may revise these Terms from time to time. Non-material changes may become effective when posted. For material changes affecting ongoing access or use, Lypad Academy will provide commercially reasonable advance notice by email, account notice, or a prominent Website notice and will state the effective date. Changes apply prospectively and do not retroactively alter the price, refund rights, or other core economic terms governing a completed purchase unless Customer expressly agrees in writing or applicable law requires otherwise. Continued use of ongoing Services after the effective date of a properly noticed change constitutes acceptance of the revised Terms to the extent permitted by law. Changes to the Privacy Policy are governed separately by the Privacy Policy available at https://lypadacademy.com/privacy-policy.

21. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Ohio, United States, without regard to its conflict of law principles.

21.1 Informal Dispute Resolution

Before filing any claim, lawsuit, or arbitration demand, the party seeking relief must first provide written notice to the other party at the contact information set out in Section 27, describing the nature of the dispute in reasonable detail and the relief sought. The parties agree to negotiate in good faith for thirty (30) calendar days following such notice in a genuine effort to resolve the dispute without formal proceedings. This informal resolution requirement is a condition precedent to initiating arbitration or litigation, except for disputes involving intellectual property infringement or requiring emergency injunctive relief.

21.2 Binding Arbitration

EXCEPT FOR CLAIMS THAT QUALIFY FOR SMALL CLAIMS COURT, ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, OR THE BREACH, TERMINATION, OR VALIDITY THEREOF, SHALL BE RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") UNDER ITS CONSUMER ARBITRATION RULES IN EFFECT AT THE TIME OF THE DISPUTE, RATHER THAN IN COURT. The arbitration shall be conducted in Franklin County, Ohio, or remotely if both parties agree. The arbitrator shall have authority to award the same remedies, damages, and relief that a court of competent jurisdiction could award, including injunctive and declaratory relief. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The AAA's filing fees and arbitrator compensation shall be governed by the AAA Consumer Arbitration Rules.

You may opt out of this binding arbitration agreement by sending written notice to [email protected] within thirty (30) days of your first acceptance of these Terms. Your notice must state that you are opting out of arbitration and include your name and email address. If you opt out, disputes will be resolved in the state or federal courts in Franklin County, Ohio, as set out in Section 21.3.

21.3 Governing Courts (If Arbitration Does Not Apply)

For any claim not subject to arbitration, including claims filed in small claims court and disputes where arbitration has been properly opted out of, any legal action or proceeding shall be brought exclusively in the state or federal courts located in Franklin County, Ohio, and you hereby consent to personal jurisdiction and venue therein.

21.4 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND LYPAD ACADEMY WAIVE THE RIGHT TO A TRIAL BY JURY AND AGREE THAT ANY DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY, NOT AS A CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, OR IN ANY OTHER CONSOLIDATED PROCEEDING, WHETHER IN COURT OR IN ARBITRATION. YOU FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF LYPAD ACADEMY AND ALL PARTIES TO THAT PROCEEDING.

21.5 Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

22. Force Majeure

Lypad Academy shall not be liable for any failure or delay in performance of its obligations under these Terms due to causes beyond its reasonable control, including but not limited to natural disasters, acts of war or terrorism, government actions, labor disputes, internet or platform outages, pandemics, epidemics, third-party service provider failures, cybersecurity incidents, ransomware attacks, or other events outside Lypad Academy's reasonable control. Changes to third-party platform policies (including Amazon's) are a known business risk and do not constitute force majeure; the allocation of risk for such changes is addressed in Section 12.

23. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.

24. Waiver

The failure of Lypad Academy to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of Lypad Academy.

25. Assignment

You may not assign or transfer these Terms or your rights or obligations hereunder without our prior written consent. Lypad Academy may assign these Terms freely without restriction.

26. Entire Agreement

These Terms, together with the applicable checkout or order confirmation, Affiliate Program Terms of Service (if applicable), and any other agreement expressly incorporated by reference, constitute the entire agreement between Customer and Lypad Academy regarding the Website and Services and supersede prior or contemporaneous understandings on the same subject. Where a Customer is also a Lypad Academy affiliate, the Affiliate Program Terms of Service govern matters specific to affiliate participation; in the event of a conflict between these Terms and the Affiliate Program Terms of Service on an affiliate-specific matter, the Affiliate Program Terms of Service control. The Privacy Policy and Cookie Policy are separate notices describing Lypad Academy's data and cookie practices. A checkout page, order confirmation, or purchase acknowledgment controls only transaction-specific terms expressly stated in it, such as the product purchased, price, purchase date, included promotional period, and confirmed cohort. It does not amend or override the substantive legal terms in these Terms unless it expressly identifies the provision being modified and is separately agreed in writing by an authorized representative of Lypad Academy and Customer.

27. Contact Us

If you have questions, concerns, or requests regarding these Terms, please contact us at:

Lypad Academy LLC

2321 Taylor Park Drive #1082

Reynoldsburg, OH 43068

United States

Email: [email protected]