Mon, Jun 10, 2024

by Francie Jain

NextGen HiPo

By: Francie Jain, Terawatt and Dr. Steve Long

How to make high potential employee development programs fair, valuable, and sustainable

In the world of learning and development (L&D), there’s a decades-old concept of developing an employer’s most promising workers distinctly from their peers, and it’s known as High Potential Employee Development–HiPo for short. Ironically, the promise of HiPo programs has yet to be realized.

In theory, HiPo programs should work. Social science research supports the following statements:

Top performers shift expectations higher for all employees (source)
Well-done employee development programs increase employee retention rates (source)
Growing talent from within is associated with greater company success than hiring talent from the outside (source)
Effective succession planning is correlated to positive company performance (source)

Yet even though most can agree on HiPo’s parallel benefits to individuals and companies, the programs haven’t provided a competitive advantage or return on investment (ROI) to organizations. The average employer-sponsored HiPo program spends $3mm (source), yet 73% of high-potential programs fail to deliver desired business outcomes or ROI (Gartner, 2016), only 25% of company leaders deem them successful, and 82% HR leaders are dissatisfied with the results (source).

And what about the HiPos themselves? It’s not much better on the individual side. Forty percent of internal job moves made by high potential employees fail, and 46% of high potentials fail to accomplish business results in their new roles (Gartner, 2014). A study by Willis Towers Watson showed that over 70% of “high-retention-risk” employees leave due to a lack of future advancement in their current job (source). Harvard Business Review published a study showing that 75% of HiPos look for another job during their first year of employment and then typically leave the employer after 28 months due to a lack of both career development and access to mentoring and coaching (source).

Why are we writing about HiPo programs?

This article’s authors are professionally focused on creating impactful human development solutions. We’ve both been considered HiPos at various points in our academic and professional careers, and we’ve both benefited and suffered from flawed HiPo processes. As a result, we believe that bringing the most insightful research to bear on HiPo program design will help the programs fulfill their promise as valuable change-makers for individuals and organizations.

Steve holds a PhD in Applied Performance Psychology, is the Founder of Long Training+Research, the developer of the Prosperity Trait(c), and is a consultant to the U.S. Air Force Academy’s pilot program. For the past forty years, Dr. Long has helped leaders reduce the variability between their performance and their potential by using behavioral psychology and scientifically valid psychometrics.

Francie is the Founder of Terawatt, an online marketplace for group coaching. Terawatt works within the Human Capital space, connecting vetted experts to employers looking to solve specific problems and achieve company-level results. The marketplace’s big insight: experts are more affordable when their cost is split by a group.

The History of HiPo

The first and most famous HiPo program began in 1956 when General Electric (GE), under Chief Executive Officer (CEO) Philip Reed, built the Crotonville Conference Center, a 60-acre employee development campus in Ossining, NY. In the 1980s, GE’s CEO Jack Welch used Crotonville as the centerpiece for his revamp of what had been a bureaucratic conglomerate into a stock market darling. Fast forward forty years later: in 2024 GE sold the Crotonville conference center, citing strategic changes in talent development, and the company split itself into three distinct businesses: GE Aerospace, GE Healthcare, and GE Vernova.

In many ways, the current state of HiPo programs mirrors the lifecycle of Crotonville. The underpinnings have true merit, and several leading 20th century companies, including 3M, Arthur Anderson, Boeing, and Deloitte, used them to achieve company goals. But the HiPo programs that were once the envy of the world are no longer cutting edge.

Why don’t our fathers’ HiPo programs work for us? A few reasons: Technology and its relationship to the economy are part of it, but mostly, we’ve learned so much in the past 40 years about people, teams, and workplaces. The new data, combined with some of the seminal psychological research, disproves much of the conventional wisdom regarding employees and the relationship of employee development to company results.

Steve and Francie, this article’s authors, believe we can realize the promise of HiPo programs by building on Crotonville’s key insights with the best social science insights on people and team dynamics. Let us walk you through our thinking and framework for fair, valuable, and sustainable HiPo programs.

Let’s dig in.

GE’s Crotonville

Around 1984 GE’s HiPo program at Crotonville solidified into an annual 3-week course offered only to GE’s highest potential managers, somewhere between 25 and 50 people. The curriculum used case studies based on actual GE problems, and the course covered the themes of excellence, ownership, quality, and facing reality. Crotonville’s rigid admissions process involved sign-off from multiple internal stakeholders, including CEO Jack Welch.

The world cared about Crotonville because of GE’s business success. With Welch as CEO, GE’s market capitalization rose from $13 bn to $600 bn, making GE the most valuable publicly traded company in the world in 2000 and turning Welch into a business superstar.

At the time, and even now, there’s no consensus on Welch’s tenure. Subsequent analysis of Welch’s time as CEO shows that GE’s increase in market capitalization was much higher than the increase in its revenue or profit and that the company’s margin decreased during his tenure (source). This data suggests that some of Welch’s legend can be attributed to the psyche of stock market investors rather than his insights into company management. In addition, many Welch critics charge that his only achievement was deep cost cutting. However you feel about Jack Welch and GE’s heyday, it's important to understand how Welch connected Crotontonville to GE’s goals and success.

In his book, Jack, Welch enumerates the value Crotonville brought to GE, and the benefits of the HiPo program continue to ring true today. Crotonville’s activities helped GE to:

Hire and retain the best people
Treat the best people well
Pay people well
Balance short term results with long term results
Clarify company initiatives
Develop soft skills to balance efficiency & accountability
Function as one company, but allow diversity of styles
Support non-employee stakeholders such as the communities in which the company operated
Act as a “Bureaucracy buster” where people who are closest to the problem figure it out
Increase the efficiency of GE’s operations, also known as asking fewer people to do more
Create a modern company with a single focus on high margin
Support GE to become the world’s #1 lowest cost provider

21st Century Insights

As we reflect on Crotonville, let’s keep in mind how different our world is today from the 1980s. GE was a leading 20th Century manufacturing company in an era when manufacturing was America’s growth engine. Managers of business units and industrial manufacturing plants were the employees winning the coveted spots at Crotonville. GE’s HiPos faced challenges managing assembly line workers, minimizing waste, and developing high margin industrial products as the lowest cost provider.

As of March 31, 2024, the five largest companies by market capitalization are Microsoft, Apple, Nvidia, Alphabet, and Amazon (source). All are United States-headquartered technology businesses and derive their market value from knowledge workers’ output, otherwise known as human capital, an insight made by the SEC in 2020 (source). This means that today’s stock market places the highest value on companies where innovation and human output thrive.

In order to create a 21st Century HiPo program, we need to draw on the best research regarding human experience. This article relies on data regarding what works best for knowledge workers from the following authors: Karen Arnold, Robert Rosenthal, Lenore Jacobson, Google, McKinsey, Captain, L. David Marquet, and our own proprietary research.

Research on High IQ & Education

In their book Noise, Daniel Kahneman, Olivier Sibony, and Cass Sunstein report that General Mental Ability (GMA), organizational and industrial psychology’s preferred intelligence measurement, is required for highly complex jobs. The correlations between standardized test scores and job performance are in the .50 range, indicating a strong predictive value by social science standards. There are high-GMA people in lower-level occupations, but almost no people with below-average GMA among lawyers, chemists, or engineers. It should come as no surprise that high mental acuity is necessary for highly complex professions.

Karen Arnold’s Illinois Valedictorian study in 1993 followed 81 high-achieving high school valedictorians for 10 years following their high school graduation, and found that only 25% of the valedictorians were ranked at the top professional levels for their age after ten years. The remaining 75% fell back into the middle of the bell curve and some slid even further behind.

Further, research shows that expectations are just as accurate a predictor of success as ability rating and classification. Robert Rosenthal and Lenore Jacobson’s Pygmalion in the Classroom studied six grades of students that were randomly and secretly assigned to “fast,” “medium,” and “slow” reading ability classifications.

The researchers show that teachers’ perceptions created a Halo Effect where expectations affected student performance on report cards and IQ development.

A few examples:

After both one year and two years, high potential boys who were expected to prosper academically showed greater gains in verbal IQ, while high potential girls who were expected to prosper showed greater gains in reasoning IQ. According to their teachers, the high potential students showed greater advances in reading ability. As with IQ gains, the younger high potential students exhibited a greater expectation benefit in reading scores.
The high potential students who were rated as more intellectually curious, happier, and, especially in the lower grades, were less in need of social approval.
The more the high potential students gained in IQ, the more favorably their teachers rated them.
The more the lower-track children in the control group gained in IQ, the more unfavorably their teachers viewed them. As these students became more intellectually competent, their teachers viewed them more negatively.
Through the teacher’s words, timing, facial expressions, posture, and even touch, teachers communicated to the high potential students that they expected improved academic performance.

Arnold’s findings combined, with Rosenthal and Jacobson’s data, teach us that while IQ or GMA matters for performance complexity, high performance isn’t an inherent trait, and expectations also matter a great deal. What would happen if high expectations were applied to everyone? The conclusion is that something other than IQ or GMA must account for “real world” success.

Google’s "Project Aristotle"

In 2016, Google allowed the New York Times to write about one of its key trade secrets. For years, the $2 trillion market cap company and internet pioneer had been searching for a throughline that connected its “best teams.” The piece does not define the phrase “best teams,” but we see two possible definitions: groups that created Google’s most profitable businesses, AdWords, Gmail, Google Maps, YouTube, and Google Play, and/or teams that demonstrated over time high productivity and low churn.

After four years of researching the connection, Google’s researchers identified a single attribute held by Google’s best teams: “psychological safety.” In other words, the company’s best performing teams didn’t share a physical location, an alma mater, or any of the other conventional wisdom attributes that typically function as short hard for “best.” The best performing teams allowed team members the freedom to explore, experiment, and ultimately fail without repercussions. Failure not only allows HiPos to develop their potential more fully but also activates their curiosity. This leads to further innovations and discoveries.

Google’s discovery is revolutionary because, up to this point, conventional wisdom had been that top performing companies resulted from the smartest people working together. This assumption is rampant within the literature on HiPo programs. It’s also connected to the now-debunked assumption that hiring individual star workers drive company level results (source, source and source).

McKinsey’s People + Performance

McKinsey published a March 2023 report called “Performance Through People: Transforming human capital into competitive advantage” showing that of the 1,800 largest global companies, the best performers from the ten year period of 2010-2019 both developed their employees and demanded accountability. This top tier of the best performers achieved the highest return on capital, economic profit, upward mobility for employees, and revenue growth during the Covid pandemic.

McKinsey’s insight is that developing people, in concert with accountability, is linked to company results and financial success. This is important for the earlier generation, as it used to be conventional wisdom that developing people didn’t yield quantifiable company level results.

L. David Marquet

A Navy nuclear submarine captain, David Marquet, wrote an extraordinary book called Turn the Ship Around, where he discusses his success in flipping the traditional military command structure. In leading the USS Santa Fe for a year, Marquet replaced the typical “leader-follower” leadership structure with his innovation, the “leader-leader” structure.

Marquet found that giving employees closest to the problem more decision-making authority led to long term superior ship performance. Instead of giving orders, he writes at length about giving control. For example, he changed the reporting style so that officers would state their intentions with, “I intend to…” and his affirmative response would be, “Very well.”

Marquet cites the following metrics to demonstrate the Santa Fe’s results after one year of “leader-leader”:

The submarine’s tactical effectiveness evaluation re-rated from “below average to average” to “above average to excellent.”
Enlisted personnel selected for officer programs tripled from 1 to 3.
The ship’s rate of re-enlistment was twelve times higher than the previous year, with 100% retention.
Two junior officers withdrew resignation requests.
Santa Fe received the Arleigh Burke Fleet Trophy, an award given to the Naval ship or squadron that achieved the greatest improvement in battle efficiency in the calendar year.

Marquet’s results echo the findings of Google’s Rosenthal and Jacobson’s Pygmalion research: The individual and collective excel when individuals master a subject, become subject matter experts, and gain decision-making authority. The below quote strikes us as an apropos juxtaposition to GE and Crotonville:

“In our modern world, the most important work we do is cognitive; so, it’s not surprising that a structure developed for physical work isn’t optimal for intellectual work. People who are treated as followers have the expectations of followers and act like followers.”

Our key takeaway from Marquet’s book is that the leader-follower method of leadership, even though revered as the pinnacle of military efficiency, isn’t the only way to achieve success, and it wasn’t the winning strategy for the USS Santa Fe submarine in 1999. Combining the above research tells us that long term, quantifiable results do indeed come from trust, respect, expertise, and individual actualization.

Terawatt’s research on employee development

Terawatt published a series of surveys comparing and contrasting the opinions of employee development stakeholders regarding professional development. One of the most interesting insights came from the 2022 report. It found that people who identified as Latino viewed their employers’ professional development programs as unfair at a much higher rate than their white peers.

This is valuable because it reminds us that the allocation of professional development still suffers from selection bias. Who gets selected to receive employer-sponsored support, and who is in charge of selecting participants? Anyone running a program to develop employees must actively work to avoid bias. The data also speak to the fact that seniority at a workplace is not necessarily correlated to ambition or drive, reminding us of the aphorism: “Talent is equally distributed, but opportunity is not.”

Steve Long’s research on Prosperity

Dr. Stephen Long’s life’s work has been developing a response to Martin Seligman’s learned helplessness construct. Seligman demonstrated that clinical depression and related mental illnesses are a result of ineffective belief systems relating to the individual’s real or perceived control over situational outcomes. In other words, people with a high degree of learned helplessness don’t believe that change and growth are achievable for them, and that leads them to waste their inherent potential (Source). Curious about how athletes like basketball’s Michael Jordan and football’s Tom Brady, who had a notable lack of athletic success in high school, but improbably went on to be considered the greatest of all time in their respective sports, Steve sought to explain and re-create human performance.

Steve discovered how individuals can acquire a belief system to create consistent outcomes and prosperity. Building on Maslow’s Hierarchy of Needs and Walter Mischel’s Marshmallow Study, Steve created a psychological test called the Prosperity Trait Index© (PTi) that led to the discovery of a character trait found to be the human attribute responsible for value creation – The Prosperity Trait®. The PTi measures people’s belief systems that either lead to variability or consistency between their performance and their inherent potential, and it serves as an objective measurement for individuals to quantify their thinking. The lower the variability an individual can achieve, the greater the change in behavior and results.

Another way to understand the PTi is to think about Growth Mindsets and Fixed Mindsets (source). People who hold fixed mindsets are threatened by the Unknown Unknowns (also known as Inattentional Blindness), dismiss feedback, and are subsequently destined to continue to stagnate and exhibit variable performance. These people exhibit the same Learned Helplessness characteristics that Seligman described, wasting much of their potential.

Francie took Steve’s PTi assessment and received a score of 9 out of a possible 100 points. After working with Steve on her thinking patterns for six months, Francie scored a 99. Six months later, she scored a 97. Francie felt the PTi helped her seek out detailed feedback on her process, accept what she couldn’t control, focus on what she could control, and enjoy the reward of a job well done rather than look for outside validation.

PTi’s insight is that excellence can be taught, and the adoption of a growth-oriented mindset is available to everyone. All people, regardless of their starting point, can grow beyond what they and others believe is their limit.

What are the Ethics of HiPo Programs?

Is it ethical to rank employees or offer some employees what others don’t get? Yes, as long as the differentiation is quantifiable and auditable. In other words, pattern-matching for candidates that fit the culture and other gut-driven criteria isn’t appropriate for NextGen HiPo.

Who are HiPo Programs Intended For?

Employees who work with their hands to produce physical items are typically referred to as “blue collar,” and employees who work with their minds to produce ideas or new products are typically referred to as “white collar” or “knowledge workers.”

In this article, we’re focused on HiPo programs for knowledge workers. We define knowledge workers as employees whose job requires them to spend at least 25% of their time using a computer and whose work product is not something that can be weighed on a scale. HiPo programs may be employed for a subset or all of an organization’s workers.

The authors believe there is an interesting case for blue collar HiPo programs, but that’s not the focus of this article.

Our Proposal

Combining all of the above, we’ve developed a template to create an ROI-generating Nextgen HiPo program.

Define what success looks like: Before beginning, define company and individual measurements, metrics, and goals. Tweak once a year based on participant feedback.
Tracking cadence: Tracking metrics and goals monthly, making the results easy for participants to find to monitor their progress or points of friction.
HiPo selection process: Our experience tells us that development programs are most successful when employees opt in. Plus, if a person is good enough to be hired by the company, then they should qualify to opt into the HiPo program. We recommend admitting applicants throughout the organization and ranking them equally on two key areas: 1) Quantification of time and value helping others within the organization, i.e. through ERGs or mentoring programs, and 2) Quantification of employee’s work impact onto the organization.
Transparency: Communicate to all company employees how involvement in the HiPo program works and make the selection process auditable.
When: HiPo professional development should happen virtually or in-person during the workday. Terawatt found that group professional development can happen seamlessly in the workday, first thing in the morning or midday at lunch time. We’ve also had good success when longer-length, in-person meetings begin at lunch and finish in the evening.
Assessment tools: Use at least two assessment tools to measure starting points and track change. We recommend two key types of tools:
- Assessment of one’s nature: Enneagram, Disc, ILS, Opposite Strengths, or the Big Five. These tools are helpful for individuals to understand themselves, their patterns, and their drivers.
- Valid psychometric testing: Use valid tracking assessment tools that meet scientific standards and meet the following criteria:
  - Valid, meaning the tests measure what they say they measure and predict what they intend to predict
  - Reliable, meaning test scores are stable over time
  - Face Validity, meaning the test appears effective in terms of its stated aims
  - An acceptable level of error, meaning that the results occurred more by a valid process and less by chance. A score below 0.05 level is the usual standard that most valid tests adhere to.
  - Fair, where it’s proven no demographic classification is advantaged or disadvantaged. In employment settings, large differences in average scale scores across demographic groups can result in lower rates of selection of ethnic minorities, women, or older applicants, which is termed Adverse Impact.
Team psychological safety: Measure, practice, and measure again with 360 degree testing to understand how this person contributes to a team dynamic.
Feedback: Make feedback honest, accurate, and timely, coming from a wide variety of stakeholders. Feedback should come from a variety of sources: assessments, mentors, KPIs/OKRs, and peers.
HiPo Discussion groups: One of the key pedagogical principles in adult learning is review and discussion. We recommend a peer discussion group to hash out progress, successes, questions, etc., as HiPos experience the highs and lows of personal growth. It’s likely to work best when the group itself defines the cadence and method for reflection.
Leadership involvement: We love how involved Jack Welch was with Crotonville, and his involvement surely heightened its influence within GE. We’d like to see more company leaders get actively involved in their HiPo programs.

Key Resources

Well-done employee development programs increase retention rates (source)
Top performers shift expectations higher for all employees (source)
How to keep your top talent, link here.
Growing talent from within is associated with more [company success] than hiring talent from the outside (source)
Developing a deep bench of leaders is associated with resilient and innovative organizations (source)
U.S. Annual HiPo spend, link here.
High retention risk employees, link here.
Dissatisfied C-Suite & HR leaders with HiPo programs, link here
Jack Welch, Jack, link here.
Google Project Aristotle, link here
David Marquet Turn the Ship Around, link here.
Terawatt Group Coaching, link here.
Karen Arnold’s Illinois Valedictorian Study, link here
Robert Rosenthal and Lenore Jacobson’s Pygmalion in the Classroom, link here
Adaptive intelligence, link
Pygmalion in the Classroom, link.
Dr. Stephen Long: Long Training+Research, link here.

About the Authors

Steve holds a PhD in Applied Performance Psychology, is the Founder of Long Training+Research, the developer of the Prosperity Trait(c), and a consultant to the U.S. Air Force Academy’s pilot program. For the past forty years, Dr. Long has helped leaders reduce the variability between their performance and their potential by using behavioral psychology and scientifically valid psychometrics.

Francie is the Founder of Terawatt, an online marketplace for group coaching. Terawatt connects vetted experts to companies looking to solve specific problems and achieve company-level results. The marketplace’s big insight: experts are more affordable when their cost is split by a group.

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Registration
1. Registering Your Account. In order to access certain features of Terawatt Properties you must become a Registered User. For purposes of the Terms, a “Registered User” is a User who has registered an account on the Website (“Account”).
2. Registration Data. You may register as a Coach or a Student. In registering an account on the Website, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) of legal age to form a binding contract (but no less than eighteen (18) years old or any greater age required to be deemed to have reached the age of majority under the applicable law of the state or jurisdiction of your primary residence); and (2) not a person barred from using Terawatt Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of Terawatt Properties by minors. You may not share your Account or password with anyone, and you agree to (1) notify Terawatt immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Terawatt has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Terawatt has the right to suspend or terminate your Account and refuse any and all current or future use of Terawatt Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform at any given time. Terawatt reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use Terawatt Properties without Terawatt’s prior written consent if you have been previously removed by Terawatt, or if you have been previously banned from any of Terawatt Properties.
3. Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Terawatt.
4. Necessary Equipment and Software. You must provide all equipment and software necessary to connect to Terawatt Properties, including but not limited to, a mobile device that is suitable to connect with and use Terawatt Properties, in cases where the Services offer a mobile component. You are solely responsible for any fees, including internet connection or mobile fees, that you incur when accessing Terawatt Properties.

Responsibility for Content and Privacy.
1. 1. Types of Content. You acknowledge that all files, materials, data, text, audio, video, images or other content, including Terawatt Properties (“Content”), is the sole responsibility of the party from whom such Content originated. This means that you, and not Terawatt, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through Terawatt Properties (“Your Content”), and that other Users of Terawatt Properties, and not Terawatt, are similarly responsible for all Content they Make Available through Terawatt Properties (“User Content”). User Content includes without limitation, any Content Made Available by Coaches. Terawatt is not responsible for any User Content. You assume all risks associated with use of Your Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of Your Content that personally identifies you or any third party. You may not represent or imply to other that Your Content is any way provided, sponsored or endorsed by Terawatt.
  2. No Obligation to Pre-Screen Content. You acknowledge that Terawatt has no obligation to pre-screen Content (including, but not limited to, User Content), although Terawatt reserves the right in its sole discretion to pre-screen, refuse or remove any Content, either fully or partially. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Terawatt pre-screens, refuses or removes any Content, you acknowledge that Terawatt is doing so for the benefit of Terawatt and/or its Users. Without limiting the foregoing, Terawatt shall have the right to remove any Content that violates the Terms or is otherwise objectionable.
  3. Unless expressly agreed to by Terawatt in writing elsewhere, Terawatt has no obligation to store any of Your Content that you Make Available on Terawatt Properties. You are solely responsible for creating and maintaining your own backup copies of Your Content if you desire. Terawatt has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Terawatt Properties. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that Terawatt retains the right to create reasonable limits with respect to access, use and storage of the Content, including Your Content, such as limits on who can access Content, file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by Terawatt in its sole discretion.
1. 1. Privacy/Data Use. You acknowledge that when you access the Website or use the Services, Terawatt may use automatic means (including, for example, cookies and web beacons) to collect information about you and your use of the Services. You also may be required to provide certain information about yourself as a condition using the Services or certain of its features or functionality, and the Services may provide you with opportunities to share information about yourself with others, including Coaches and/or Students. You acknowledge that you have read and agree to Terawatt’s Privacy Policy https://goterawatt.com/privacy-policy which contains information about, and explains, the collection and possible use of personal and other information and material that You provide in connection with your use of the Services. By accessing the Website or using the Services, or otherwise providing information to Terawatt in any format, you are consenting to the terms of Terawatt’s Privacy Policy https://goterawatt.com/privacy-policy.

Ownership.
1. Terawatt Properties. Except with respect to Your Content and User Content, you agree that Terawatt and its suppliers own all rights, title and interest in Terawatt Properties, including any copyrights, patents, trademarks, trade secret or other similar intellectual property rights therein. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or Terawatt Properties.
2. Other Content. Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in Terawatt Properties.
3. License to Your Content. Subject to any applicable account settings that you select (if available), you grant Terawatt a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) for the purposes of operating and providing Terawatt Properties to you and to our other Users. Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of Terawatt Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Terawatt, are responsible for all of Your Content that you Make Available on or in Terawatt Properties.
4. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on Terawatt Properties, you hereby expressly permit Terawatt to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content. Further, by signing up for a Course, you agree that your name, email and phone number may be disclosed to the Coach offering that Course.
5. Your Profile. Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter. You may not post or submit for print services a photograph of another person without that person’s permission.
6. You agree that submission by you of any ideas, suggestions, documents, and/or proposals to Terawatt through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Terawatt has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Terawatt a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Terawatt Properties.

1. User Conduct.As a condition of your use of the Terawatt Properties, you agree not to use Terawatt Properties for any purpose that is prohibited by the Terms or by applicable law. You are solely responsible for the knowledge of and compliance with any laws and regulations that are applicable to you. You shall not (and shall not permit any third party) either (a) take any action or (b) Make Available any Content on or through Terawatt Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity, or violates any obligation of confidentiality that you owe to any third party; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without Terawatt’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes (“thank you notes” and other follow-up communication from Coaches to Students shall comply with any additional guidelines conveyed by Terawatt); (v) impersonates any person or entity, including any employee or representative of Terawatt; (vi) interferes with or attempt to interfere with the proper functioning of Terawatt Properties or uses Terawatt Properties in any way not expressly permitted by the Terms; or (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against Terawatt Properties, including but not limited to violating or attempting to violate any security features of Terawatt Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in Terawatt Properties, introducing viruses, worms, or similar harmful code into Terawatt Properties, or interfering or attempting to interfere with use of Terawatt Properties by any other User, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” Terawatt Properties. Please be respectful and abide by the law in all your interactions and activities on the Website. Please ensure that any reviews, blog posts or other content submitted by you represent your true and honest opinions and experiences and do not include false information.

1. Investigations. Terawatt may, but is not obligated to, monitor or review Terawatt Properties and Content at any time. Without limiting the foregoing, Terawatt shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although Terawatt does not generally monitor User activity occurring in connection with Terawatt Properties or Content, if Terawatt becomes aware of any possible violations by you of any provision of the Terms, Terawatt reserves the right to investigate such violations, and Terawatt may, at its sole discretion, immediately terminate your license to use Terawatt Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

Interactions with Other Users and Coaches.
1. User Responsibility. You are solely responsible for your interactions with other Users, including Coaches, and any other parties with whom you interact; provided, however, that Terawatt reserves the right, but has no obligation, to intercede in such disputes. You agree that Terawatt will not be responsible for any liability incurred from any claim, injury or damage resulting as the result of such interactions.
2. Content Provided by Other Users. Terawatt Properties may contain User Content provided by other Users. Terawatt is not responsible for and does not control User Content. Terawatt has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.
3. The Terawatt Properties may provide Users with access to coaches and instructors who may provide lectures, video instruction and other information and materials related to their particular area of expertise (“Coaches”). These Coaches are not employees of Terawatt, and act as independent contractors. While Terawatt uses reasonable efforts to vet such Coaches, we do not and cannot guarantee that the advice, analysis, content, guidance, or other information provided by these Coaches will appropriately address or satisfy your needs, interests, or a particular issue, or will otherwise be useful. Further, we do not endorse, promote or recommend any advice, analysis, content, guidance, or other information you obtain from any Coaches. Though Terawatt reserves the right to intercede and address any offensive behavior by Coaches, Terawatt is not responsible for any such offensive communication or behavior by Coaches. As such, Terawatt disclaims any representations, warranties or guarantees that any advice, analysis, content, guidance, or other information you obtain through the Terawatt Properties from Coaches will appropriately address or satisfy your needs, interests, or a particular issue, or will otherwise be useful. YOU AGREE THAT NONE OF THE TERAWATT PARTIES (AS DEFINED BELOW) WILL BE RESPONSIBLE OR LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN RELATION TO ANY USER CONTENT OR OTHER INFORMATION MADE AVAILABLE BY COACHES, OR IN RELATION TO ANY COACH BEHAVIOR, ACTIONS OR OMISSIONS. YOUR ACCESS AND UTILIZATION OF SUCH USER CONTENT OR INFORMATION IS AT YOUR OWN RISK.

Third-Party Websites and Third-Party Services.
1. Third-Party Websites, Applications & Ads. Terawatt Properties may contain links to third-party websites (“Third-Party Websites”) and applications and technologies (“Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Ad, we will not warn you that you have left Terawatt Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications, and Third-Party Ads are not under the control of Terawatt, and you agree that it is impossible for Terawatt to monitor such materials. Terawatt is not responsible for any Third-Party Websites, Third-Party Applications, or Third-Party Ads nor the links provided therein, and you access and use such materials at your own risk. Terawatt provides these Third-Party Websites, Third-Party Applications, and Third-Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or their products or services. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, Third-Party Applications, or Third-Party Ads, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
2. Third-Party Services. Terawatt Properties may integrate or otherwise make available on our Website, certain features, functions and services, including applications, software, software-as-a-service, content, questionnaires, personality tests (collectively, “Third Party Services”), that are provided or otherwise made available by third party service providers (“Third Party Providers”). You acknowledge and agree that the availability of such Third Party Services is solely determined by the relevant Third Party Providers. Terawatt will have no liability to you for any unavailability of any Third Party Services, or any Third Party Provider’s decision to discontinue, suspend or terminate any Third Party Services. All right, title and interest in and to any Third Party Services are and shall remain the sole property of their respective Third Party Providers, and such Third Party Providers are intended third party beneficiaries of this Agreement for the limited purpose of enforcing their rights and interests with respect to their Third Party Services hereunder. The Third Party Services may, in each case, be accompanied by a separate terms of use. In order for the Services to communicate with, access or receive relevant information from such Third Party Services, Users may be required to input credentials. By enabling use of the Services with any Third Party Services, User authorizes Terawatt to access User’s accounts with such Third Party Services for the purposes described in these Terms. Terawatt does not guarantee that the Services will maintain integrations with any Third Party Services and Terawatt may disable or deactivate integrations of the Services with any Third Party Services at any time. If Terawatt’s deactivation of an integration will materially impact the Services provided, Terawatt will notify Users of such deactivation. WE DO NOT ENDORSE, AND HEREBY DISCLAIM ALL LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON FOR ANY THIRD-PARTY SERVICE.
Fees and Purchase Terms.
1. Fees and Payments to Coaches. All fees for the Services for which fees are charged (“Fees”) are due and payable by you to Terawatt prior to you accessing or utilizing such Services. Fees for Students paying for Services are set forth in the description of the particular Service.
2. Cancellations, Refunds, and Credits. For information regarding cancellation, refunds and credits for all Services, see the Terawatt Cancellation Policy at https://goterawatt.com/cancellationpolicy/.
3. Payment for Services. We currently partner with Stripe, Inc. (“Stripe”) to manage payments. We reserve the right to change payment processors to manage payments. By using our Services you agree to provide Stripe (or any other third party payment provider designated by Terawatt) (“Payment Processor”), accurate, current, complete and authorized information about yourself (and your business if applicable), and your credit, debit or other payment card data. By providing Payment Processor with your payment information, you agree that Terawatt is authorized to immediately charge you for all Fees and charges due and payable to Terawatt hereunder and that no additional notice or consent is required. If any Fee is a set periodic Fee (i.e., monthly charge), you authorize Terawatt to invoice your Account and charge you automatically every period for which payment is due without additional notice to or consent from you. Terawatt reserves the right at any time to change its Fees and/or billing methods, either immediately upon posting on Terawatt Properties or by e-mail delivery to you. You agree to immediately update your payment details in Stripe or any third party payment provider designated by Terawatt if there is any change in your billing address or the credit card used for payment hereunder. We reserve the right to, within our sole discretion, suspend or terminate your account and the Services provided to you if any Fees or charges remain unpaid.
4. Terawatt’s Fees are net of any applicable Sales Tax. If any Services, or payments for any Services, under the Terms are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Terawatt, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Terawatt for any liability or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that Terawatt is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax. Details regarding taxation of payments made to Coaches are set forth in the Supplemental Terms Applicable to Payments and Fees for Coaches https://goterawatt.com/coachesterms/.
5. Withholding Taxes. You agree to make all payments of Fees to Terawatt free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of Fees to Terawatt will be your sole responsibility, and you will provide Terawatt with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
6. You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement or such dispute will be deemed waived. Billing disputes should be notified to the following address: 317 West Ave, #113022, Stamford, CT 06902.
7. Advertising Revenue. Terawatt reserves the right to display Third-Party Ads before, after, or in conjunction with User Content posted on the Services, and you acknowledge and agree that Terawatt has no obligation to you in connection therewith, including, without limitation, any obligation to share revenue received by Terawatt as a result of such advertising.

1. Indemnification. You agree to indemnify and hold Terawatt, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Terawatt Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, Terawatt Properties; (c) your use of, or inability to use, (i) Third-Party Services, (ii) Third-Party Websites, and (iii) any data or information you receive from the Third-Party Services and Third-Party Websites; (d) your violation of the Terms; (e) your violation of any rights of another party, including any Users, Coaches or Terawatt; or (f) your violation of any applicable laws, rules or regulations. Terawatt reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Terawatt in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to Terawatt Properties.

Disclaimer of Warranties and Conditions.
1. AS IS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF TERAWATT PROPERTIES IS AT YOUR SOLE RISK, AND TERAWATT PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TERAWATT PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE OR SERVICES.
  - TERAWATT PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) TERAWATT PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF TERAWATT PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF TERAWATT PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (4) THE TERAWATT PROPERTIES WILL BE FREE OF VIRUSES OR OTHER HARMFUL CODE.
  - ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH TERAWATT PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS TERAWATT PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
  - THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. TERAWATT MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
  - NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TERAWATT OR FROM ANY THIRD PARTY, INCLUDING ANY COACHES, THROUGH TERAWATT PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN, NOR DOES TERAWATT GUARANTY OR WARRANT THAT ANY OF THE TERAWATT PROPERTIES WILL PRODUCE ANY DESIERED OUTCOME OR ACHIEVE ANY INTENDED RESULT.
  - FROM TIME TO TIME, TERAWATT MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT TERAWATT’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
2. NO LIABILITY FOR CONDUCT OF THIRD PARTIES. YOU ACKNOWLEDGE AND AGREE THAT TERAWATT PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD TERAWATT PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES ON THE WEBSITE, INCLUDING OTHER USERS (INCLUDING COACHES) AND OPERATORS OF EXTERNAL SITES AND OPERATORS OF THIRD-PARTY SERVICES OR THIRD PARTY APPLICATIONS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
3. NO LIABILITY FOR CONDUCT OF OTHER USERS. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS (WHETHER ONLINE OR OFFLINE) WITH OTHER USERS OF TERAWATT PROPERTIES. YOU UNDERSTAND THAT TERAWATT DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF TERAWATT PROPERTIES.

LIMITATION OF LIABILITY.
1. DISCLAIMER OF CERTAIN DAMAGES. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL TERAWATT PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH TERAWATT PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT TERAWATT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF TERAWATT PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE TERAWATT PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH TERAWATT PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON TERAWATT PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO TERAWATT PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A TERAWATT PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A TERAWATT PARTY’S WILLFUL MISCONDUCT; OR FOR (B) ANY INJURY CAUSED BY A TERAWATT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
2. LIMITATION ON AMOUNT LIABILITY. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL TERAWATT PARTIES BE LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE GREATER OF THE TOTAL AMOUNT PAID TO TERAWATT BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATION ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A TERAWATT PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A TERAWATT PARTY’S WILLFUL MISCONDUCT; OR FOR (B) ANY INJURY CAUSED BY A TERAWATT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
3. USER CONTENT. EXCEPT FOR TERAWATT’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN THE TERAWATT’S PRIVACY POLICY, TERAWATT ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
4. BASIS OF THE BARGAIN. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TERAWATT AND YOU.

Procedure for Making Claims of Copyright Infringement.
1. 1. Terawatt respects the intellectual property rights of our Users and third parties. It is Terawatt’s policy, in appropriate circumstances and in its discretion, to suspend, disable or terminate the Accounts of Users who repeatedly infringe the copyright of others upon prompt notification to Terawatt by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on Terawatt Properties in a way that constitutes copyright infringement, please notify our Designated Copyright Agent using the contact information provided below (“Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Services infringes your copyright, you should consider first contacting an attorney.
  2. All Notifications should include the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and a description of the location on Terawatt Properties of such material that is reasonably sufficient to permit us to locate the material; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Terawatt’s Designated Copyright Agent for notice of claims of copyright infringement is as follows: Francis Jain, Copyright Agent, Address: 317 West Ave, #113022; Stamford, CT 06902 Email: legal@goterawatt.co.

Other Intellectual Property Rights Infringement
1. In your use of the Website or Services, you agree not to display or use in any manner inconsistent with the rights of Terawatt or third parties any (i) trademark, service mark, logo, design, insignia, trade dress, slogan, or other brand features, either registered under the laws of the United States or any other country or jurisdiction, or unregistered and existing at common law, belonging to Terawatt or any third party, or (ii) any text, image, video, or other item of content, that violates any other intellectual property right of any third party, including, without limitation, any right of privacy or publicity, unless you obtain Terawatt’s or such third party’s prior written permission, as applicable.
2. Terawatt reserves the right to remove any Content (including User Content) that allegedly infringes another party’s trademark, service mark or other intellectual property right. Notices to Terawatt regarding any such alleged infringement should be directed to Terawatt via email at: legal@goterawatt.co and shall include all the same information required to be included in any copyright infringement notice as set forth in the Procedure for Making Claims of Copyright Infringement” section above.
3. If we remove Your Content because of an infringement report provided to us pursuant to this section, you will receive a notification from us that includes the name and email address of the rights holder who made the report and/or the details of the report. If you believe Your Content should not have been removed, you can follow up with the rights holder directly to try to resolve the issue. You agree that Terawatt disclaims any liability for claims you might make regarding mistaken or misidentified trademark infringement notice and takedown requests.

Remedies.
1. Violations.If Terawatt becomes aware of any possible violations by you of the Terms, Terawatt reserves the right to investigate such violations. If, as a result of the investigation, Terawatt believes that any criminal or other unlawful activity has occurred, Terawatt reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Terawatt is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Terawatt Properties, including Your Content, in Terawatt’s possession in connection with your use of Terawatt Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms, (3) respond to any claims that Your Content violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of Terawatt, its Users or the public, and all enforcement or other government officials, as Terawatt in its sole discretion believes to be necessary or appropriate.
2. In the event that Terawatt determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for Terawatt Properties, Terawatt reserves the right to do any or all of the following:
  - Warn you via e-mail (to any e-mail address you have provided to Terawatt) that you have violated the Terms;
  - Delete any of Your Content provided by you or your agent(s) to Terawatt Properties;
  - Discontinue your Account and/or other registration(s) with any of Terawatt Properties, including any Services or any Terawatt community;
  - Discontinue your access to any Services;
  - Notify and/or send Content, including your Content, to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
  - Pursue any other action, which Terawatt deems to be appropriate.

Term and Termination.
1. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Terawatt Properties, unless terminated earlier in accordance with the Terms.
2. Prior Use. Notwithstanding the foregoing, if you used Terawatt Properties prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used Terawatt Properties (whichever is earlier) and will remain in full force and effect while you use Terawatt Properties, unless earlier terminated in accordance with the Terms.
3. Termination of Services by Terawatt. If (1) timely payment cannot be charged to your Payment Method for any reason, (2) you have breached any provision of the Terms, (3) Terawatt is required to do so by law (e.g., where the provision of the Website or the Services is, or becomes, unlawful), or (4) if Terawatt deems necessary in the interest of Terawatt and/or its Users, Terawatt has the right to, immediately and without notice, suspend or terminate your Account and/or any Services provided to you. You agree that all terminations for cause shall be made in Terawatt’s sole discretion and that Terawatt shall not be liable to you or any third party for any termination of your Account.
4. Termination of Services by You. If you want to terminate the Services provided by Terawatt, you may do so by (a) notifying Terawatt at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to Terawatt’s address set forth below. TERAWATT SHALL NOT BE REQUIRED TO TERMINATE YOUR ACCOUNT OR ACCESS TO SERVICES UNLESS IT RECEIVES A WRITTEN NOTICE FROM YOU IN ACCORDANCE WITH THE TERMS OF THIS SECTION.
5. Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of your Account includes termination of all Services and deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Terawatt will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. Further, Terawatt shall not be liable to refund, return or provide credits in lieu of any Fees or charges paid by you to use and access the Service, except as set forth in Section 9.1 above. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
6. No Subsequent Registration. If your registration(s) with or ability to access Terawatt Properties, or any other Terawatt community is discontinued by Terawatt due to your violation of any portion of the Terms or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access Terawatt Properties or any Terawatt community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for Fees related to those Terawatt Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Terawatt reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

1. International Users.Terawatt Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Terawatt intends to announce such Services or Content in your country. Terawatt Properties are controlled and offered by Terawatt from its facilities in the United States of America. Terawatt makes no representations that Terawatt Properties are appropriate or available for use in other locations. Those who access or use Terawatt Properties from other countries do so at their own volition and are responsible for compliance with local law.

Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Terawatt and limits the manner in which you can seek relief from us.
1. Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with Terawatt, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Terawatt may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.
  IF YOU AGREE TO ARBITRATION WITH TERAWATT, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST TERAWATT ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST TERAWATT IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.
2. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent Cogency Global, 850 New Burton Rd Ste 201, Dover, DE 19904. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Terawatt will pay them for you. In addition, Terawatt will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
3. Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Terawatt. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
4. Waiver of Jury Trial. YOU AND TERAWATT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Terawatt are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified above in this Section. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
5. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this subparagraph is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court as set forth in Section 19.7.
6. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: Terawatt, 317 West Ave, #113022, Stamford, CT 06902,within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Terawatt username (if any), the email address you used to set up your Terawatt account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
7. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
8. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Terawatt.
9. Notwithstanding any provision in this Agreement to the contrary, we agree that if Terawatt makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice to Terawatt.

General Provisions.
1. Electronic Communications. The communications between you and Terawatt use electronic means, whether you visit, post on, or submit information through Terawatt Properties or send Terawatt e-mails, or whether Terawatt posts notices on Terawatt Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Terawatt in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Terawatt provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
2. You hereby release Terawatt Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your interactions (whether online or offline) with other Users of, or use or reliance on any advice opinions, endorsements, suggestions, third party content or other information available on or via, the Terawatt Properties, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of Terawatt Properties.
3. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Terawatt’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
4. Force Majeure. Terawatt shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, epidemic or pandemic, fuel, energy, labor or materials.
5. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Terawatt Properties, please contact us at: (800) 370-7574. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
6. Equitable Relief. You acknowledge and agree that a breach or threatened breach of certain of these Terms, including without limitation, those contained in Sections 1.3, 4 and 5, may cause Terawatt irreparable harm for which monetary damages would not be an adequate remedy, and you agree that, in the event of such breach or threatened breach, Terawatt will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
7. Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Terawatt agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in the State of New York.
8. Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF New York, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS.
9. Where Terawatt requires that you provide an e-mail address, you are responsible for providing Terawatt with your most current e-mail address. In the event that the last e-mail address you provided to Terawatt is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Terawatt’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Terawatt at the following address: 317 West Ave, #113022, Stamford, CT 06902. Such notice shall be deemed given when received by Terawatt by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
10. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
11. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
12. Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

End of Terms