TERMS OF PARTICIPATION - THE COMPLETE GUIDE TO FREEBIRTH 

PLEASE READ CAREFULLY. By purchasing or accessing The Complete Guide to Freebirth, you acknowledge that you have read, understood, and agree to be bound by the following terms and conditions (the “Terms of Participation” or the “Terms”). These Terms constitute a legally binding agreement between you (“Client”, “You”, or “you”) and Free Birth Society LLC, a limited liability company of the State of North Carolina (“Company”, “We”, “Our, or “Us”). If you do not agree to these Terms, do not purchase or access The Complete Guide to Freebirth (the “Program” or the “Course”).

  

PROGRAM/SERVICE 

We provide access to The Complete Guide to Freebirth, a proprietary online educational and support program, subject to these Terms. In consideration for Your participation in the Program, You agree to be bound by and to abide by all policies and procedures set out in these Terms of Participation, including those incorporated by reference: 

As part of the Program, the Company shall provide the following to You: 

• A Password-Protected Program Area: We will maintain a Program Area that will include video, templates, checklists, slide decks, and other training and support information. You shall have access to this Program Area for a minimum of 120 days from the date of purchase. The Company reserves the right to modify, suspend, or discontinue the Program Area at any time in its sole discretion, subject to the notice requirements herein. 
• Notice of Closure of Password-Protected Program Area: In the event that We intend to close the Password-Protected Program Area, We shall provide clients with a 30-day notice and the ability to download the core resources contained in the Password-Protected Program Area.

As part of the Program, the Company may provide the following to Client:

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

  

DISCLAIMERS

The Company’s website Terms of Use, Privacy Policy, and Disclaimers are each hereby incorporated by reference into these Terms of Participation. Except as modified by these Terms, each of those agreements and policies shall apply fully to Your participation in the Program. 

Client acknowledges and agrees that neither Emilee Saldaya (“Consultant”) nor Free Birth Society LLC provides medical, legal, financial, therapeutic, midwifery, doula, or other professional services of any kind. The Program is for educational and informational purposes only. Nothing in the Program should be construed as medical advice, and Client should always consult with qualified healthcare providers regarding any medical decisions. Client understands that Consultant has not promised, shall not be obligated to, and will not:

1. Procure or attempt to procure employment or business or sales for Client; 
2. Perform any business management functions including but not limited to, accounting, tax or investment consulting, or advice with regard thereto; 
3. Act as a therapist providing psychoanalysis, psychological counseling, or behavioral therapy; 
4. Act as a public relations manager 
5. Act as a publicist to procure any publicity, interviews, write-ups, features, television, print, or digital media exposure for Client; 
6. Introduce Client to Consultant’s full network of contacts, media partners, or business partners. Client understands that a relationship does not exist between the parties after the conclusion of this program. If the Parties continue their relationship, a separate agreement will be entered into. 
7. Guarantee uninterrupted access to the Program and is not responsible for interruptions due to technological issues, including data breaches or problems with third-party service providers.
8. Assume responsibility for users' actions based on the information provided in the Program, including ensuring data security and compliance with all applicable laws.
9. Be responsible for the accuracy or reliability of any third-party content that the Program may include links to.
10. Prevent changes or updates to the program content or terms at any time, and participants should regularly review the terms, as continued use of the Program implies acceptance of any such changes.
11. Substitute the content provided in the Program for professional medical advice, diagnosis, or treatment. Clients are encouraged to seek advice from their healthcare providers.

Client understands that completion of this Program, any component of this Program, or education in the materials and content offered by The Complete Guide to Freebirth does not confer any form of professional certification, licensure, or qualification recognized by governmental or regulatory authority. Participation in the Program does not authorize Clients to practice medicine, midwifery, therapy, or any regulated profession.

Client further understands that this Course does not promise any outcomes whatsoever. Consultant does not guarantee Client will earn any income through this Course. The purpose of The Complete Guide to Freebirth is to demonstrate to Client how to navigate birth journeys, whether You're new to freebirth, transitioning from midwife-assisted births, or planning an assisted birth. This comprehensive course will help You clarify Your true needs and desires, assess Your level of risk, and develop tools to eradicate fear while honing Your intuition. You'll define the prenatal care that suits You, create strong boundaries with peace and authority, and gather an optimal support team. Additionally, You'll learn to communicate Your birth choices effectively to Your partner, navigate the healthcare system, source practical supplies, manage complications, and confidently address the question, "What if something goes wrong?" This course is perfect for women planning freebirth and anyone passionate about understanding childbirth and preserving its inherent safety. Nothing herein or within the course should be construed as guaranteeing success in any aspect.   

Client agrees to adhere to community guidelines and standards of conduct as established by the Company within its Program. The Company reserves the right to remove any user-generated content or restrict access for violations of these standards. Client finally acknowledges and accepts full responsibility for Your choices and actions related to pregnancy, birth, and healthcare. Our Program does not replace individualized risk assessment or professional medical advice. All clients are encouraged to consult with qualified healthcare providers regarding any medical decisions or concerns.

 

PAYMENT AND FEES 

In consideration of Your access to the Program, you agree to pay the following fees:

• A single, full payment of $399 (due immediately) or 
• A payment plan consisting of 4 monthly payments of $119. 

 

If you elect to use the payment plan, you must make the initial payment immediately at the time of signing these Terms and enrolling in the Program. You hereby authorize the Company to charge Your credit card or debit card automatically for the monthly recurring Program fees until Your balance is resolved. 

All required payments are owed when due. Any failure to make timely payments will result in immediate termination of access to the Program without notice. The Company reserves the right to pursue all available legal remedies to collect unpaid amounts.

The Company reserves the right to modify any fee amount upon 30 days' written notice prior to any renewal, delivered to Your email address on file. You acknowledge that membership fees may increase and agree to pay such increased fees to maintain Your membership. By signing this Agreement, You understand that this is a recurring annual fee with charges to occur every year on the date of Your initial payment submission, and You are responsible for maintaining valid payment information.

  

METHODS OF PAYMENT 

If You elect to use the offered payment plan (if it is offered to You), You authorize the Company to charge Your credit card or debit card automatically according to the terms specific to that payment plan, and as set forth in the above Payment and Fees section. 

  

NO REFUND POLICY 

We believe that You will be satisfied with this Program. As such, ALL SALES ARE FINAL. You expressly acknowledge and agree that all payments made to the Company are non-refundable, regardless of whether You complete or access the Program. This no-refund policy applies to all payment methods and plans. The Company may, in its sole discretion, consider exceptional circumstances, but is under no obligation to provide refunds under any circumstances. Questions about this policy may be directed to [email protected].  

  

CONFIDENTIALITY 

We respect the privacy of  Our clients and will not disclose any information You provide except as set forth in these Terms and Our Privacy Policy, viewable on Our website. As a condition of participating in the Program, You hereby agree to respect the privacy of other Program participants, including but not limited to any personal experiences, birth stories, or private information shared within the membership community, and to respect the Company’s confidential information. You acknowledge that the Program includes access to a private community and directory, and You agree not to share or disclose any information about other members without their express written consent.

Specifically, You shall not share any information provided by other Program participants outside of the bounds of the Program unless You receive express written permission from such other participant to share the information. Similarly, the content of the Program contains the Company’s proprietary methods, processes, forms, templates, and other information. You hereby agree not to share the information provided to You in the Program with anyone other than the Company, its owners and employees, and other Program participants, and You acknowledge that any such sharing would cause irreparable harm to the Company entitling it to immediate injunctive relief.

  

NO TRANSFER OF INTELLECTUAL PROPERTY 

All content included as part of the Program, such as text, graphics, logos, images, as well as the compilation thereof, and any software used in the Program, is the property of the Company or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. 

The Company name, the Company logo, the Company slogan, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans in the Program are the trademarks of their respective owners. 

Your participation in the Program does not result in a transfer of any intellectual property to You, and, as a condition of participation in the Program, You agree to observe and abide by all copyright and other intellectual property protection. 

You are granted a single-use, non-exclusive, non-transferable, revocable license to access and use the Program content and resources. You hereby agree that You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found in the Program. 

The Company content is not for resale. Your participation in the Program does not entitle you to make any unauthorized use of any protected content, and in particular, You will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for Your individual use and will make no other use of the content without the express written permission of the Company and the copyright owner. You agree that You do not acquire any ownership rights in any protected content. We do not grant You any licenses, express or implied, to the intellectual property of the Company or Our licensors except as expressly authorized herein. 

You hereby agree that any infringement of the Company’s intellectual property shall result in the immediate termination of the license granted hereunder. To be clear, if You violate the Company’s intellectual property rights, Your access to the Program will be terminated immediately, and You shall not be entitled to a refund of any portion of the fees. 

  

INDEPENDENT CONTRACTOR STATUS 

Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship. The Company is agreeing only to provide Client with access to the Program, which provides education and information. The information contained in the Program, including any interactions with the instructors, is not intended as, and shall not be understood or construed as, professional advice. You expressly acknowledge that the Company is not a healthcare provider, midwifery practice, or medical facility and does not provide medical services, clinical care, prenatal care, or birth assistance. Any decisions related to Your pregnancy, birth, or healthcare should be made in consultation with qualified healthcare providers. The Program is for educational and informational purposes only.

  

FORCE MAJEURE 

The Company shall not be liable or responsible to You, nor be deemed to have defaulted or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the Company including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, changes in laws or regulations, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, public health emergency, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), cybersecurity incidences, Internet or cloud-based service provider outages, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage. 

  

SEVERABILITY/WAIVER 

If any term or provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 

  

MISCELLANEOUS 

You agree to absolve and do hereby absolve the Company of any and all liability or loss that You or any person or entity associated with You may suffer or incur as a result of use of the Program and/or any information and resources contained in the Program. You agree that the Company shall not be liable to You for any type of damages, including direct, indirect, special, incidental, equitable, or consequential loss or damages for use of the Program. 

The information, software, products, and services included or available through the Program may include inaccuracies or typographical errors. Changes are periodically added to the information in the Program. The Company and/or its suppliers may make improvements and/or changes in the Program at any time. 

The Company and/or its suppliers make no representations about the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services, and related graphics contained in the Program for any purpose. To the maximum extent permitted by applicable law, all such information, software, products, services, and related graphics are provided “as is” without warranty or condition of any kind. The Company and/or its suppliers hereby disclaim all warranties and conditions with regard to this information, software, products, services, and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement. 

To the maximum extent permitted by applicable law, in no event shall the Company and/or its suppliers be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data, or profits arising out of or in any way connected with the use or performance of the Program, with the delay or inability to use the Program or related service, the provision of or failure to provide services, or for any information, software, products, services, and related graphics obtained through the Program, or otherwise arising out of the use of the Program, whether based on contract, tort, negligence, strict liability, or otherwise, even if the Company or any of its suppliers has been advised of the possibility of damages. Because some States or other jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitations may not apply to You. If You are dissatisfied with the Program or any portion of it, Your sole and exclusive remedy is to discontinue using the Program. 

  

NON-DISPARAGEMENT 

The Parties agree and accept that the exclusive venue for resolving any dispute arising from or relating to this Agreement shall be the state and federal courts located in North Carolina, and each party hereby submits to the personal jurisdiction of such courts The parties agree that they neither will engage in any conduct or communications with a third party, public or private, designed to disparage the other. Neither Client nor any of Client’s associates, employees or affiliates will directly or indirectly, in any capacity or manner, make, express, transmit speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the Company or any of its programs, members, owner directors, officers, Affiliates, subsidiaries, employees, agents or representatives. 

  

ASSIGNMENT 

Client may not assign, transfer, delegate, or sublicense these Terms or any rights or obligations hereunder, whether voluntarily or by operation of law. Any attempted assignment, transfer, delegation, or sublicense shall be null and void. The Company may assign these Terms or any rights or obligations hereunder without restriction. 

  

MODIFICATION 

Company may modify these Terms at any time in its sole discretion. All modifications shall be posted on the course’s website, and purchasers shall be notified. Your continued use of the Program after such modifications constitutes acceptance of the modified terms. 

  

TERMINATION 

The Company reserves the right, in its sole and absolute discretion, to terminate Your access to the Program and the related services or any portion thereof at any time, with or without cause and with or without notice, if You become disruptive to the Company or other Program participants, if You fail to follow the Program guidelines, or if You otherwise violate these Terms. You shall not be entitled to a refund of any portion of the fees and shall not be excused from any remaining payments under a payment plan in the event of such termination. 

  

NON-SOLICITATION 

During the term of this Agreement and for a period of twelve (12) months after the termination of this Agreement, You agree that You will not directly or indirectly solicit, recruit, hire, employ, engage as a contractor, or otherwise attempt to establish a business or employment relationship with any employee of the Company without the express written consent of the Company. You acknowledge that any breach of this provision would cause irreparable harm to the Company and that the Company shall be entitled to immediate injunctive relief in addition to any other remedies available at law or equity, provided that compliance with this provision shall not require any party to violate applicable law.   

  

NONCOMPETE 

During the term of this Agreement and for a period of twelve (12) months after the termination of this Agreement, within North Carolina and any other state where the Company conducts business, You will not coach, consult, or teach on the same or similar materials as are covered in this Program without written consent from Company. Company agrees not to unnecessarily withhold consent. If any portion of this section is deemed “unreasonable” or “unenforceable” the parties agree to revise, in good faith, this section so that it is “reasonable” or “enforceable” by any court of competent jurisdiction, such portion shall be modified by such court to the minimum extent necessary to make it reasonable and enforceable, and the remainder of this section shall remain in full force and effect.

  

INDEMNIFICATION 

CLIENT, ON BEHALF OF CLIENT’S HEIRS, NEXT OF KIN, FAMILY MEMBERS, ESTATE, BENEFICIARIES, EXECUTORS, ADMINISTRATORS, AND REPRESENTATIVES (NOW, COLLECTIVELY, “CLIENT”), AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD PARTIES, INCLUDING BUT NOT LIMITED TO EMILEE SALDAYA, FOR ANY LOSSES, COSTS, LIABILITIES, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) RELATING TO OR ARISING OUT OF CLIENT’S USE OF OR INABILITY TO USE THE PROGRAM AND RELATED SERVICES, ANY USER POSTINGS MADE BY YOU, THE CLIENT; YOUR VIOLATION OF ANY TERMS OF THIS AGREEMENT OR YOUR VIOLATION OF ANY RIGHTS OF A THIRD PARTY; OR YOUR VIOLATION OF ANY APPLICABLE LAWS, RULES OR REGULATIONS. THE COMPANY 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 THE COMPANY IN ASSERTING ANY AVAILABLE DEFENSES. COMPANY RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO EMPLOY SEPARATE COUNSEL AND ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF THE SETTLEMENT AND DISPOSITION OF ANY CLAIM THAT IS SUBJECT TO INDEMNIFICATION BY CLIENT.

  

WAIVERS AND RELEASES OF LIABILITY

The content, curriculum, courses, meetings, and services of the Program, whether delivered in person or virtually, are provided “as-is” and without warranty of any kind, expressed or implied. To the fullest extent permitted by applicable law, the Company disclaims any and all warranties, expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Company does not warrant that the functions contained in any content (including, without limitation, user-generated content) will be uninterrupted or error-free, that defects will be corrected, or that the website or the servers that make such content available are free of viruses or other harmful components. Client assumes the entire cost of all necessary servicing, repair, or correction of any of Client equipment or software.

The Company makes no representations or warranties regarding the use, or the results of use, of any content, product, or service contained on or offered, made available through, or otherwise related in any way to Client (including, without limitation, any third-party site or service linked to from Client and specifically, no representation or warranty of correctness, accuracy, completeness, reliability, or safety). Client acknowledges that the Program provides educational content only and does not constitute medical advice, midwifery services, or healthcare of any kind. The Company further makes no representations, guarantees, or warranties regarding the outcomes of its Services. Client expressly acknowledges and agrees that birth outcomes are inherently unpredictable and that results may vary significantly between clients. Any success achieved or not achieved by other clients does not assure, guarantee, or imply similar results for this Client. Client assumes all risks associated with applying or implementing any information or guidance provided through the Program.

CLIENT ACKNOWLEDGES THAT CLIENT HAS CAREFULLY READ THIS “WAIVER AND RELEASE OF LIABILITY” AND FULLY UNDERSTANDS THAT THIS IS A LIMITATION AND RELEASE OF LIABILITY. TO THE EXTENT ALLOWED BY LAW, CLIENT EXPRESSLY AGREES TO RELEASE AND DISCHARGE ALL INDEMNIFIED PARTIES FROM ANY AND ALL CLAIMS OR CAUSES OF ACTION (EXCEPT FOR CLAIMS ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), AND CLIENT AGREES TO VOLUNTARILY GIVE UP AND IRREVOCABLY WAIVE AND RELEASE ANY RIGHT THAT CLIENT MAY OTHERWISE HAVE TO BRING A LEGAL ACTION AGAINST ANY INDEMNIFIED PARTY FOR BREACH OF CONTRACT, ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE PROGRAM, OR ANY OTHER CIVIL LIABILITY.

 

RESOLUTION OF DISPUTES 

• Initial Good Faith Negotiations: Any dispute, controversy, or claim arising out of or relating to these Terms, including their interpretation, performance, breach, termination, or validity, shall be resolved face to face, through good faith negotiations between the Parties.
• Mediation: If the Parties are unable to resolve the dispute through negotiations within sixty (60) days after written notice of the dispute is given by either Party, the dispute shall be submitted to mediation. A mediation shall be conducted by a mutually agreed-upon mediator certified by the North Carolina Dispute Resolution Commission or, if the Parties cannot agree, by a mediator appointed by the American Arbitration Association (AAA). The mediation shall take place in or within fifty (50) miles of Hayesville, North Carolina.
• Arbitration: The Parties agree that they will do their best to work out any differences through a phone conversation, via email, or in person. Should any dispute, claim, or controversy arise out of or relating to these Terms that cannot be addressed in an informal setting, Parties agree to submit to binding arbitration before a single arbitrator selected jointly. Prior to seeking arbitration, the Customer must submit its complaint to Free Birth Society LLC in writing and with full details as to the dissatisfaction via email to [email protected]. The arbitration shall be conducted in accordance with the rules and procedures of the AAA, except as modified herein. The arbitration shall take place in Clay County, North Carolina, or through virtual means, at the Company's sole discretion. The arbitrator's decision shall be final and binding on the Parties and enforceable in any court of competent jurisdiction. Notwithstanding the above, either Party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm or protect its rights and interests.
• Waiver of Class Action Rights: By agreeing to these Terms, all Parties agree to binding arbitration and expressly and knowingly waive any and all rights to bring any claim covered by this Waiver as a class representative, class member, private attorney general, or to otherwise participate in any class, collective, consolidated, or representative action brought by anyone else regarding any claim covered by this waiver. The Parties acknowledge that this waiver is a material and essential term of these Terms without which the Company would not have entered into these Terms.
• Confidentiality: The Parties agree that all mediation and arbitration proceedings, and any related documents or discussions, shall be strictly confidential, and any breach of this confidentiality provision shall constitute a material breach of these Terms, subject to immediate injunctive relief and treated as settlement negotiations for purposes of applicable rules of evidence and privilege. This Dispute Resolution clause shall survive the termination or expiration of these Terms.

 

EARNINGS DISCLAIMER 

Every effort has been made to accurately represent this product and its potential. 

This website and the products offered on this site are not associated, affiliated, endorsed, or sponsored by Facebook, nor have they been reviewed, tested, or certified by Facebook. 

There is no guarantee that You will earn any money using the techniques and ideas in this Program or its materials. Examples in the Program materials are not to be interpreted as a promise or guarantee of earnings and may not be representative of typical results. Earning potential is entirely dependent on the person using Our product, ideas, and techniques. We do not position this product as a “get-rich scheme” and explicitly disclaim any representations of guaranteed income or wealth generation. Past performance does not guarantee future results.

While any claims made of actual earnings or examples of actual results can be verified upon request, such verification shall be at Company's discretion and subject to applicable privacy and confidentiality restrictions. Your level of success in attaining the results claimed in Our materials depend on the time You devote to the program, ideas, and techniques mentioned, Your finances, knowledge, and various skills. Since these factors differ according to individuals, we cannot guarantee Your success or income level. Nor are we responsible for any of Your actions. 

Materials in Our Program and on Our websites may contain information that includes or is based upon forward-looking statements, which are provided solely for informational purposes and are not guarantees of future performance or results. Forward-looking statements give Our expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a description of potential earnings or financial performance.

Any and all forward-looking statements here or on any of Our sales materials are intended to express Our opinion of earnings potential. Many factors will be important in determining Your actual results, and no guarantees are made that You will achieve results similar to Ours or anybody else’s. In fact, no guarantees are made that You will achieve any results from Our ideas and techniques in Our material. 

If You do not understand or agree with any of these conditions, please do not order this material. If You desire or need further clarification, please contact [email protected] prior to purchase. By completing Your purchase, You acknowledge that You have had sufficient opportunity to review and seek clarification of these terms, and Your purchase constitutes acceptance of these terms as written. No modifications or clarifications after purchase will be valid unless made in writing and signed by both Parties.

By purchasing and entering The Complete Guide to Freebirth, You acknowledge and agree that these Terms and Conditions constitute a binding agreement between Free Birth Society LLC. (“Company”, “we”, or “us”) and you (“Client”, “You”, or “Your”), and that you have read, understood, and agree to be bound by all terms stated herein.