Unreplaceable Advantage
Legal

Terms and Conditions

Terms of Use for the Unreplaceable Advantage platform, including licensing, AI disclaimers, and dispute resolution.

Company: Unreplaceable Advantage Limited Co.

Platform: Unreplaceable Advantage (“Platform”)

1. Acceptance of Terms

By accessing, purchasing, or using the Platform, you (“User”) agree to be bound by these Terms of Use (“Terms”).

If you do not agree, you must not access or use the Platform.

These Terms incorporate by reference:

  • Purchase Terms
  • Refund Policy
  • Privacy Policy

2. Eligibility

You represent and warrant that:

  • You are at least eighteen (18) years of age
  • You have the legal capacity to enter into this agreement
  • You will comply with all applicable laws and regulations

3. Description of Services

The Platform provides access to:

  • Digital educational content
  • Proprietary business frameworks, systems, and methodologies
  • AI-powered tools (including AIDEN)
  • Interactive environments such as the Business Builder
  • Supplemental support, coaching, or community features, if offered

The Platform is a dynamic system and may be modified, updated, or discontinued in whole or in part at any time.

4. Primary Nature of the Service (System-Based Delivery)

You acknowledge and agree that:

The primary deliverable of the Platform is access to a structured system, proprietary tools, and intellectual property.

Any references to:

  • Coaching
  • Community
  • Live sessions
  • Support interactions

are supplemental, may vary, and are not guaranteed deliverables unless expressly stated in writing.

5. License Grant

Subject to compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your personal or internal business purposes only.

No ownership rights are transferred.

6. Intellectual Property

All content and materials on the Platform are the exclusive property of the Company or its licensors and are protected under applicable intellectual property laws.

This includes, without limitation:

  • Course materials
  • Frameworks, methodologies, and systems
  • Prompts, templates, workflows, and logic
  • Software design and architecture
  • Branding, trademarks, and messaging

7. Restrictions on Use

You agree NOT to:

  • Copy, reproduce, distribute, or publicly display any materials
  • Share login credentials or allow multiple users
  • Resell, sublicense, or commercially exploit the Platform
  • Extract or reuse proprietary prompts, frameworks, or methodologies
  • Create competing products or services based on Platform content
  • Reverse engineer, decompile, or access underlying systems
  • Upload Platform materials into third-party AI tools for redistribution

Violation may result in immediate termination without refund.

8. Confidentiality

The Platform contains proprietary and confidential information.

You may:

  • Share general experiences
  • Provide testimonials

You may NOT:

  • Share internal systems, prompts, or frameworks
  • Distribute proprietary materials

9. Account Security

  • One account = one authorized user
  • You are responsible for all activity under your account

We reserve the right to:

  • Monitor usage
  • Detect abnormal or unauthorized access
  • Suspend or terminate accounts for violations

10. Payment Authorization

By completing a purchase, you represent and warrant that:

  • You are the authorized user of the payment method; or
  • You have obtained express permission from the authorized cardholder

You accept full responsibility for all charges incurred.

11. Delivery Acknowledgment (Critical)

You acknowledge that:

  • The Platform is delivered digitally upon access
  • Access constitutes full delivery of the product
  • The value of the Platform is based on system access, not usage or completion

No portion of the purchase price is considered “unearned” based on usage, participation, or results.

12. Refund Policy

All refunds are governed by the Refund Policy.

You acknowledge that:

  • Refund eligibility is limited and conditional
  • Active participation and implementation are required
  • Change of mind, lack of time, or non-use does not qualify

13. No Reliance on Marketing

You acknowledge and agree that:

  • Marketing materials are illustrative and informational only
  • Case studies and results are not guarantees
  • Experiences may vary between users

Minor differences between marketing and actual experience do not constitute failure to deliver or grounds for refund.

14. AI Disclaimer

The Platform includes AI-powered tools.

You acknowledge that:

  • Outputs may be inaccurate, incomplete, or inconsistent
  • Outputs vary based on user input and system behavior

AI tools are not a substitute for:

  • Legal advice
  • Financial advice
  • Tax advice
  • Medical advice

You are solely responsible for evaluating and using outputs.

15. Platform Function Disclaimer

You acknowledge that:

  • Features may evolve, change, or be removed
  • Temporary interruptions or errors may occur
  • System performance and outputs may vary

Such conditions do not constitute failure of delivery or grounds for refund.

16. No Guarantees

The Company does not guarantee:

  • Income or revenue
  • Business success
  • Client acquisition
  • Financial outcomes

Results depend on individual effort, execution, and external factors.

17. User Content

You are responsible for content you submit.

You represent and warrant that:

  • You have the legal right to use such content
  • It does not violate any law or third-party rights

We may use de-identified and aggregated data to improve the Platform.

18. Acceptable Use

You agree not to:

  • Violate any applicable laws
  • Infringe intellectual property rights
  • Upload harmful, malicious, or unlawful content
  • Disrupt or interfere with Platform functionality

19. Third-Party Services

The Platform may integrate or rely on third-party services.

The Company is not responsible for:

  • Third-party performance
  • Third-party policies
  • Third-party data practices

20. Platform Availability

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”

We do not guarantee:

  • Continuous availability
  • Error-free performance

We reserve the right to modify or discontinue features at any time.

21. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING:

  • MERCHANTABILITY
  • FITNESS FOR A PARTICULAR PURPOSE
  • NON-INFRINGEMENT
  • UNINTERRUPTED OR ERROR-FREE OPERATION

22. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: THE COMPANY SHALL NOT BE LIABLE FOR:

  • INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
  • LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITY
  • RELIANCE ON PLATFORM CONTENT OR AI OUTPUTS

TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU IN THE PRIOR TWELVE (12) MONTHS.

23. Indemnification

You agree to indemnify, defend, and hold harmless the Company from any claims arising out of:

  • Your use of the Platform
  • Your business activities
  • Your violation of these Terms

24. Disputes & Chargebacks

You agree to:

  • Attempt to resolve disputes by contacting support before initiating a chargeback

The Company may provide:

  • Purchase records
  • Terms acceptance logs
  • IP address and device data
  • Usage and activity logs

Initiating a chargeback without attempting resolution may constitute a breach of these Terms.

25. Access as Authorization

You acknowledge that:

  • Accessing or using the Platform after purchase constitutes confirmation of authorized use

Platform activity may be used as evidence of valid authorization.

26. Digital Access Waiver

By purchasing and accessing the Platform, you acknowledge:

  • Immediate access to digital content is provided
  • Delivery is complete upon access

You waive any right to cancel after access is granted, to the extent permitted by law.

27. Termination

The Company may suspend or terminate access at its sole discretion for:

  • Violation of these Terms
  • Nonpayment
  • Fraud or misuse

No refund will be issued upon termination for breach.

28. Dispute Resolution

28.1 Informal Resolution

Before initiating any legal proceeding, you agree to first contact the Company and attempt to resolve the dispute informally.

You must provide:

  • Your name
  • Account email
  • Description of the issue
  • Desired resolution

Both parties agree to attempt good-faith resolution for at least 30 days before initiating formal proceedings.

28.2 Small Claims Option

Notwithstanding the foregoing, either party may bring an individual claim in small claims court for disputes within the applicable jurisdictional limits, provided the claim remains individual and not part of a larger action.

The parties agree to act in good faith and not use small claims proceedings for purposes of harassment, leverage, or bad-faith recovery attempts.

The Company reserves the right to seek dismissal or transfer of claims filed in bad faith or inconsistent with these Terms.

28.3 Binding Arbitration

If a dispute cannot be resolved informally, it shall be resolved through binding arbitration in the State of Georgia.

  • Arbitration shall be conducted by a neutral arbitrator
  • Proceedings may be conducted remotely where permitted
  • Each party shall bear its own legal fees unless otherwise required by law

28.4 Waiver of Jury Trial

You expressly waive any right to a jury trial.

28.5 Class Action Waiver (Very Important)

You agree that:

All disputes must be brought on an individual basis.

You waive the right to:

  • Participate in class actions
  • Bring claims as a plaintiff or class member in any collective proceeding

29. Governing Law

These Terms are governed by the laws of the State of Georgia.

30. Modifications

The Company may update these Terms at any time.

Continued use constitutes acceptance.

31. SMS/Text Messaging Terms

Program Name: Unreplaceable Advantage / Unreplaceable Advantage Limited Co.

By providing your phone number and opting in, you agree to receive SMS/text messages from Unreplaceable Advantage / Unreplaceable Advantage Limited Co.

These messages may include:

  • Account updates
  • Appointment reminders
  • Service notifications
  • Customer support messages
  • Promotional messages
  • Other communications related to our products, services, and platform

Message frequency varies. Message and data rates may apply.

You can cancel the SMS service at any time by replying STOP to any text message from us. After you send STOP, we may send one final message confirming that you have been unsubscribed. After that, you will no longer receive SMS messages from us unless you opt in again.

To rejoin, you may opt in again through the website, forms, checkout process, or any other signup method where SMS consent is requested.

If you need help, reply HELP to any text message from us, or contact us at support@sirmitchellsorrells.com.

Carriers are not liable for delayed or undelivered messages.

We comply with applicable laws, carrier requirements, and industry standards for SMS/text messaging. Consent to receive text messages is not a condition of purchase unless clearly stated at the point of opt-in.

For privacy-related information, please review our Privacy Policy.