Marketing Training Services Agreement (the “Agreement”)

Effective date: May 31, 2023

Marketing Training Services Agreement

 

This Marketing Training Services Agreement (the “Agreement”) is made and entered effective as of today by and between (“Client” or ”you”), and  Ad Venture Holdings , LLC with its principal place of business at 3422 Old Capitol Trail | PMB 513, Wilmington, Delaware, 19808 (including their affiliates, “Ad Venture Holdings,” the “Coach” or “we” or “us”). Hereinafter, Coach and Client are sometimes referred to together as the “Parties” and individually as a “Party.”  In consideration of the mutual covenants and agreements hereinafter set forth, the Parties hereby agree as follows: 

 

RECITALS

 

WHEREAS, Coach is in the business of offering VSL, digital marketing and general business coaching services, through the “VSL Masterclass” offered by Coach, among other programs (“Coaching Services”);

 

WHEREAS, Client wishes to obtain the Coaching Services described hereunder;

 

NOW, THEREFORE, in consideration of the foregoing promises, the mutual covenants contained in this Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:

1. SERVICES. During the Term (as defined below), Coach undertakes to provide Client with certain Coaching Services as set forth in Exhibit A attached hereto (the “Coaching Services”)

 

2. FEES. 

a. Fees. As compensation for the Coaching Services, Client shall pay a fee as set forth in Exhibit A (the “Fee”).  Client shall pay all fees and expenses in U.S. dollars without setoff, deduction, or delay upon receipt of invoice and at the agreed upon date, by ACH, credit card or any other payment method the Parties may mutually agree.  Client represents that Client is financially stable and will not incur economic hardship by purchasing the Coaching Services. Client understands that all Fees are non-refundable except as otherwise provided herein. 

b. Missed Payments. If payment is not received by the due date or there is a problem with the payment transaction or method, Client will be notified by email and have a three (3) day grace period to make the payment following the due date. During this time, the Coaching Services will be provided, including during the grace period. If no payment is made within the three (3) day grace period, the Coaching Services and this Agreement will automatically terminate, and Client will forfeit any remaining Coaching Services and sessions already initiated prior to the termination date and access to any such Coaching Services. Upon such suspension of Coaching Services, Client will be removed from the VSL Masterclass program and shall have no access to the content library, the online community, or any of Coach’s resources.

c. Performance-Based Limited Refund Policy. Fees for Coaching Services are non-refundable as of six months from the date of this Agreement, at which point all sales are final.  Client may request a refund within six (6) months from the date of purchase under the following limited circumstances: (i) Client must have created a VSL with a minimum duration of three (3) minutes; (ii) generated at least one converted sale directly resulting from the VSL; and (iii) otherwise complied with Client’s duties and responsibilities as set forth in this Agreement.  Refund requests must include a copy of the VSL and proof of the resultant converted sale.  Once we receive your refund request, we will review the provided information and assess Client’s eligibility.  We may, in our sole discretion, request additional documentation or evidence to support your request.  If your refund request is approved, the refund will be issued using the same payment method used for the original purchase.  

**Clients who have received the $500 USD Action Takers Bonus waive their right to request the Performance-Based Limited Refund.

3. CLIENT RESPONSIBILITIES AND REPRESENTATIONS. Client understands and agrees:

a. Participation. We expect all Clients to listen to Coach, utilize the resources provided, commit the recommended hours per week suggested to you by Coach, and complete the assignments that are outlined in the lessons.  You must use best efforts to attend all scheduled meetings with Coach.

b. Communication. The Coaching Services are challenging by nature. When challenges arise, we expect you to communicate with Coach.  Coach will not complete assignments for you. Clients must be proactive and communicate effectively with Coach. Coach will not be doing your work for you as that is solely your responsibility.  

c. Accuracy of Information. As the Client, you are responsible for providing accurate and truthful information about your business, including but not limited to its structure, goals, financial situation, and any other relevant details. The effectiveness and outcomes of the Coaching Services are heavily dependent on the accuracy and completeness of the information you provide. Therefore, it is crucial that you ensure the information shared is true, up-to-date, and reflective of your business's current circumstances.

d. No Outcome Guarantee. You agree that Coach assumes no responsibility for the outcomes, results, or success of the Coaching Services tailored to your business. While our team will provide guidance, strategies, and support based on our expertise and experience, it is important to note that the success of implementing these recommendations lies ultimately with you, the Client. We cannot guarantee specific results, financial gains, or any other outcomes as a direct result of the Coaching Services rendered. As such, you agree there is no guarantee that you will earn any money using the techniques and ideas in the Coaching Services.  Your level of success in attaining the results claimed in any materials depends on the time you devote to the program, the ideas and techniques mentioned, your finances, knowledge, and various skills. Since these factors differ according to individuals, Coach cannot guarantee your success. 

e. No Professional Advice. You agree that the Coaching Services are intended for informational and educational purposes only. The information, advice, and strategies offered during Coaching Services are not intended to substitute or replace professional, legal, financial, or any other specialized advice. It is recommended that you seek independent professional advice relevant to your business before making any significant decisions or taking actions based on the Coaching Services provided.

f. Use of Social Media. Client may be granted access to Slack and other social media groups for additional education and materials. The intent of such groups is to facilitate the coaching relationship, improve accountability, encourage members, celebrate achievements, create a community for clients, and facilitate coaching opportunities. If Coach deems a Client’s behavior or content posted inappropriate, harmful, or offensive in any way, the content may be removed from the group without any notice.  Violation of this term may give rise to termination of this Agreement. 

 

4. CONFIDENTIAL INFORMATION. 

a. The  Parties understand that “Confidential Information” means all information in any form, tangible or intangible, supplied in writing, orally or by observation, which may be disclosed by Coach to Client, which is nonpublic, proprietary, a trade secret or confidential in nature. In addition, information disclosed by observation or inspection of Coach’s products shall be considered Confidential Information. Confidential Information includes, without limitation, Coach’s intellectual property, educational materials, know-how, processes, techniques, products, plans, business operations, and other information of proprietary business importance to the Parties. Notwithstanding the foregoing, Confidential Information shall not include the following: (A) information that was known by the Client prior to the date of this Agreement; (B) information that is or becomes generally available other than as a result of a disclosure by the Client in violation of this Agreement; (C) information that was received by the Client from a person other than the Coach or its affiliates; (D) information that was independently developed by the Client or its representatives without use of, reference to, or reliance on the Confidential Information; and (E) information that was requested or required to be released pursuant to law, regulation, or legal process 

 

b. Client (i) shall not disclose or distribute such Confidential Information to any third party unless such third party had a valid need to know and agrees to maintain the confidentiality of such Confidential Information in accordance with a written confidentiality agreement approved in each instance by the Coach; and (ii) shall, upon request of the Coach, promptly return or destroy all copies of such Confidential Information that is in tangible form, together with all copies thereof then in its actual possession or under its reasonable control, provide a written certification of destruction, and immediately cease use of the Confidential Information. Notwithstanding the foregoing, Client and its representatives receiving Confidential Information pursuant to this Agreement may retain limited copies of Confidential Information to the extent retention is required to comply with any applicable legal or regulatory requirement or process of law. 

 

c. Client shall exercise no less than a reasonable standard of care in protecting Coach’s Confidential Information. Notwithstanding anything contained herein to the contrary, Client shall protect the Confidential Information indefinitely and in accordance with applicable law. Client shall promptly notify Coach in the event that Client has a reasonable suspicion that any portion of Coach’s Confidential Information has been accessed by any unauthorized person, including if accessed while in Client’s possession, custody, or control.  Client agrees to be bound by the terms of this section and acknowledges that this section shall be enforceable to the fullest extent permitted by law, without regard for the arbitration requirements set forth in Section 20 below. In the event Client commits a breach of this Section, Coach shall be entitled to pursue all available equitable remedies in addition to legal remedies pursuant to Section 13 of this Agreement, and Client’s Coaching Services will be automatically terminated. If any portion of this section is found to be unenforceable or invalid, the remaining provisions shall remain in full force and effect.

 

d. If Client is requested or required (by law, oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, regulator demand, audit, or other legal process, or in defense of any claims or causes of action against Client or any of its representatives) to make any disclosure that is prohibited or otherwise constrained by this Agreement, Client will provide to Coach with notice at least five (5) calendar days prior to such disclosure, unless such notice is prohibited by law and to the extent reasonably practicable, so that Coach may seek an appropriate protective order or other appropriate relief.

 

5. INTELLECTUAL PROPERTY RIGHTS; RESTRICTIONS ON USE; LIMITED LICENSE. 

 

a. Ownership. All ownership, right and title as to the intellectual property of Coach, including without limitation any materials, graphics, logos, icons, images, audio and video clips, digital downloads, data compilations, and software, documentation, any copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, formulae, other confidential information, trade dress, trade names, corporate names and domain names, expertise, proprietary information, sales or marketing techniques, marketing information, course materials, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) shall belong to Coach. Neither this Agreement nor the disclosure of information made under or in connection with it, shall grant Client any title, ownership rights or license under or in connection with any Intellectual Property Rights, or other any other proprietary right now or subsequently owned or controlled by Coach except in the manner expressly provided herein.

b. Grant of License; Restrictions. Coach hereby grants Client a non-exclusive, worldwide, non-transferrable, non-sublicensable, freely revocable limited right and license during the Term (as defined herein) for Client to access, internally use and display the Coach’s website, materials, and documentation solely for the use of the Coaching Services, subject to the terms and conditions set forth in this Agreement. Client will not, and will not permit any third party to, (a) reverse engineer or decompile the website or materials or any part thereof or otherwise modify the materials in any manner or form unless not permitted hereunder by Coach; or (b) modified versions of the materials for the purpose of building a product or service that competes with the website. The license granted to Client excludes any rights to resell or make any commercial use of any content provided as part of the Coaching Services. Client agrees to be bound by the terms of this section and acknowledges that this section shall be enforceable to the fullest extent permitted by law, without regard for the arbitration requirements set forth in Section 20 below. Any unauthorized use automatically terminates the license granted to you hereunder, and Coach shall be entitled to pursue all available equitable remedies in addition to legal remedies pursuant to Section 13 of this Agreement. If any portion of this section is found to be unenforceable or invalid, the remaining provisions shall remain in full force and effect.

c. Feedback. Client, from time to time, may submit comments, questions, information, ideas, description of processes, or other information to Coach (the “Feedback”). Client acknowledges and agrees that Coach may freely use any Feedback provided by Client regarding Coach’s Services, and grants to Coach a perpetual, non-exclusive, worldwide, royalty-free, sub-licensable, transferable license to use, copy, modify, create derivate works based on, and otherwise exploit the Feedback for any lawful purpose. Client represents and warrants that the Feedback is original to Client and does not infringe on any third party’s intellectual property or other rights, and agrees to indemnify and hold harmless Coach, from and against all claims, damages, losses, liabilities, and costs arising out of or in connection with Client’s disclosure of Feedback.

6. TERM AND TERMINATION. 

 

a. Term.  This Agreement shall commence as of the Effective Date and shall continue unless and until terminated by either Party (the “Term”).  

b. Termination. Coach may terminate this Agreement for any reason by providing written notice to Client and reserves the right to retain any and all fees paid up to the effective date of termination. All the terms of this Agreement of a continuing nature will still apply even after termination. In the event of any circumstances reasonably beyond the control of Coach, including but not limited to force majeure as outlined in Section 11 of this Agreement, Coach reserves the right to suspend performing obligations under this Agreement immediately and until Coach determines in its sole discretion that the circumstances are suitable for the delivery of Coaching Services.  In such an event, and only if circumstances permit, Coach shall give notice to the client not less than twenty-four (24) hours of the intended suspension of the Agreement. 

7. INDEPENDENT CONTRACTOR. Coach is an independent contractor and nothing in this Agreement or in the course of performance of this Agreement shall be interpreted to create an employment relationship between Coach and Client. Accordingly, neither Party nor any of its personnel will be considered to be an employee, co-employee or co-owner of each other for any purpose whatsoever, including, any salary, wages, bonuses, commissions, overtime, penalties, fringe benefits, withholdings, taxes, contributions or other payments of any form or kind. Also, neither Party shall enter into any agreements or incur any debt, liability or obligation of any kind that may be binding on the other Party, except as expressly provided in this Agreement.

 

8. NON-COMPETITION. Client acknowledges and agrees that the covenants set forth in this section are necessary for the protection of Coach’s business and goodwill. Client further acknowledges that the restrictions set forth in this section are reasonable in scope, duration, and geographical area.  During the Term of this Agreement and for a period of twelve (12) months after its termination, Client shall not within the United States of America provide services for a fee or other consideration that directly or indirectly compete with the services provided by Coach, i.e., VSL, digital marketing and general business coaching services.  Client agrees to be bound by the terms of this section and acknowledges that this section shall be enforceable fully permitted by law, without regard for the arbitration requirements set forth in Section 20 below.  Coach shall be entitled to pursue all available equitable remedies in addition to legal remedies pursuant to Section 13 of this Agreement. If any portion of this section is found to be unenforceable or invalid, the remaining provisions shall remain in full force and effect. 

9. NON-DISPARAGEMENT. Client agrees not to engage in any conduct, communication, or action that could reasonably be construed as disparaging or harmful to the reputation, goodwill, or business interests of Coach.  Client shall refrain from making any negative or derogatory statements about Coach, including but not limited to statements made in person, on social media platforms, in public forums, or to the media.  The obligations set forth in this Section shall apply to both current and former employees, agents, representatives, and contractors of Coach. Client agrees to be bound by the terms of this section and acknowledges that this section shall be enforceable fully permitted by law, without regard for the arbitration requirements set forth in Section 20 below.  Coach shall be entitled to pursue all available equitable remedies in addition to legal remedies pursuant to Section 13 of this Agreement. If any portion of this section is found to be unenforceable or invalid, the remaining provisions shall remain in full force and effect.

 

10. WARRANTIES AND DISCLAIMERS:

 

a. Representations by Coach.  Coach represents and warrants that: (a) this Agreement constitutes the legal, valid and binding agreement of Coach, enforceable in accordance with its terms; (b)  the Coaching Services will be performed in a thorough and professional manner, consistent with industry standards; and (d) the Coaching Services will not infringe, misappropriate or violate the rights of any third party.

b. Representations by Client. Client represents and warrants that: (a) Client is solely responsible for the consequences and results of any decisions or actions taken in connection with your business, whether based on the Coaching Services or otherwise, and take full responsibility for any and all personal and financial well-being in all decisions made before, during, and after receipt of Coaching Services; (b) Client has all requisite power and authority necessary to execute and deliver the Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby; (c) the Agreement has been duly authorized and constitutes a valid, legal and binding obligation of Client enforceable against Client in accordance with its terms; (d) the execution, delivery and performance by Client of the Agreement does not and will not violate any agreement or order to which Client is a party or by which Client or its assets are bound and shall comply with all applicable federal, state, regional and local laws and regulations; (e) Client has not committed, and during the Term will not commit, any felony, misdemeanor, or other act which constitutes an offense involving moral turpitude which may bring Client or Coach into public disrepute, contempt, scandal, or ridicule, or which may damage, denigrate, or injure the reputation or success of Coach or its Services; and (f) Client will cooperate with Coach in the event of any legal action or legal proceeding concerning the activities of Coach and/or Client.

c. DISCLAIMER OF WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COACHING SERVICES AND ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. COACH DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO SERVICES INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR QUIET ENJOYMENT. NO WARRANTY IS MADE BY EITHER PARTY ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. COACH MAKES NO WARRANTY WHATSOEVER THAT THE COACHINGS SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVERS THAT MAKE SUCH COACHING SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  

d. LIMITATION OF LIABILITY. IN NO EVENT SHALL COACH BE LIABLE TO CLIENT OR TO ANY OTHER THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  IN NO EVENT SHALL COMPANY’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CLIENT TO COMPANY UNDER THIS AGREEMENT FOR THE COACHING SERVICES.

11. FORCE MAJEURE. Under no circumstances shall Coach be liable for any delay or failure in performance resulting, directly or indirectly, from any event of force majeure or otherwise cause beyond their reasonable control including, without limitation, acts of God, war, equipment, technical failures, electrical power failures or fluctuations, strikes, labor disputes, riots, civil disturbances, shortages of Labor or materials, natural disasters, pandemics/epidemics, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.

12. INDEMNIFICATION. Client agrees to indemnify, defend, and hold harmless Coach, and respective shareholders, employees, officers, members and directors, their affiliates (each an “Indemnified Party”) from and against all claims, judgments, damages, losses, liabilities, costs and expenses, including court costs and reasonable fees and expenses of attorneys, expert witnesses, and other professionals ("Losses") as the same are incurred, commenced or threatened, or in appearing or preparing for appearance in any action, suit or proceeding which arises out of or in connection with any negligent act or omission, willful conduct, or alleged violation of law of Client.  Client agrees to cooperate with Coach in the defense of any such claim.  Coach reserves the right at its sole discretion to employ a separate counsel and assume the exclusive defense in control of the disposition of any claim subject to Client’s indemnification obligations. 

 

13. EQUITABLE REMEDIES. Because the Coaching Services are personal and unique and because Client will have access to Confidential Information and Intellectual Property of Coach, Coach will have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without having to post a bond or other consideration pursuant to the exceptions to mandatory arbitration set forth in Section 20 by bringing suit in the state or federal courts located in the State of Delaware, in addition to all other remedies that Company may have for a breach of this Agreement. Client agrees to submit to the exclusive jurisdiction of the state and federal courts located in Delaware in any action brought by Coach to enforce its equitable rights under this Agreement, and Coach shall be entitled to recover attorneys’ fees and costs incurred from the commencement of any such proceedings to its final resolution, including any necessary appellate or post-judgment proceedings.

 

14. NOTICE. All correspondence or notice required pursuant to this Agreement shall be made to a Party at the email address provided during enrollment in the Coaching Services. Should Client’s email address or contact information change at any time throughout the course of the Coaching Services, it is Client's responsibility to inform Coach in writing within three (3) days.

 

15. MODIFICATION OF AGREEMENT. Any modification of this Agreement or additional obligation assumed by any Party in the connection with this Agreement shall be binding only if evidenced in a writing and signed by each Party. 

 

16. ASSIGNMENT. Client may not assign or transfer this Agreement, in whole or in part, without Company’s express prior written consent. Any attempt to assign this Agreement, without such consent, will be void.  Subject to the foregoing, this Agreement will bind and benefit the Parties and their respective successors and assigns.  Coach may assign any rights or obligations hereunder to a successor in interest during any sale of assets or business interests/shares, without the prior consent of the Client.

 

17. NO WAIVER. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.

 

18. SEVERABILITY. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect, and the provision affected will be construed to be enforceable to the maximum extent permissible by law.

 

19. GOVERNING LAW; JURISDICTION. This Agreement and all disputes arising out of this Agreement will be governed by and construed in accordance with the laws of the State of Delaware applicable to such agreements made and to be performed entirely within such State without regard to the conflicts of law principles thereof.    

 

20. DISPUTE RESOLUTION.

 

a. Informal Dispute Resolution. In the event a Party provides written notice to the other Party of any controversy, claim, dispute, difference or misunderstanding between the Parties arising out of or relating to this Agreement, each Party will meet within ten (10) days and negotiate in good faith in an attempt to reach a mutually acceptable resolution. In the event the Parties are unable to resolve such matter through good faith negotiations within ten (10) days of such meeting each Party agrees to submit to arbitration in accordance with Section 20(b) below.

b. MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER. 

 

PLEASE READ THIS ARBITRATION AND CLASS ACTION WAIVER PROVISION CAREFULLY.  IT REQUIRES YOU TO ARBITRATE DISPUTES WITH AD VENTURE HOLDINGS ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

 

EXCEPT WHERE PROHIBITED BY LAW, YOU AGREE THAT ANY CLAIM THAT YOU MAY HAVE IN THE FUTURE MUST BE RESOLVED THROUGH FINAL AND BINDING CONFIDENTIAL ARBITRATION.  YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY.  THE RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST.  YOU AGREE THAT YOU MAY ONLY BRING A CLAIM IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF (LEAD OR OTHERWISE) OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS A PRIVATE ATTORNEY GENERAL.  YOU FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. 

 

THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.  HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES), AND MUST FOLLOW THE TERMS OF THESE CONDITIONS OF USE AS A COURT WOULD.

 

General

 

Arbitration is a manner of resolving a “Claim” without filing a lawsuit.  “Claim” means any dispute between you, Ad Venture Holdings, or any involved third-party relating to your account, your use of the Services, your relationship with Ad Venture Holdings, these Terms, or the Privacy Policy.  This includes any and all claims that relate in any way to your use or attempted use of the Services, and any act or omission by Ad Venture Holdings or any third-party related to your use or attempted use of the Services, and any communications from Ad Venture Holdings or any third party on Ad Venture Holdings’ behalf.  You, Ad Venture Holdings, or any involved third-party may pursue a Claim.  Ad Venture Holdings agrees to final and binding confidential arbitration should it have any Claims against you.  Likewise, you agree to final and binding confidential arbitration should you have any Claims against Ad Venture Holdings.  By agreeing to arbitrate, you waive the right to go to court and agree instead to submit any Claims to final and binding confidential arbitration.  You further agree that all claims must be arbitrated on an individual basis and not on a class basis, only individual relief is available, and that claims of more than one customer cannot be arbitrated or consolidated with those of any other customer.  This arbitration provision sets forth the terms and conditions of our agreement to final and binding confidential arbitration and is governed by and enforceable under the Federal Arbitration Act (the “FAA”), 9 U.S.C. §§ 1-16, as amended.

 

Notwithstanding anything to the contrary herein, (a) a representative action for public injunctive relief pursuant to California’s Consumer Legal Remedies Act (Cal. Civ. Code § 1750 et seq.), Unfair Competition Law (Cal. Bus. & Prof. Code § 17200 et seq.) and/or False Advertising Law (Cal. Bus. & Prof. Code § 17500 et seq.) must be arbitrated on a class basis, (b) in the event that the foregoing clause is deemed invalid or unenforceable, a representative action for public injunctive relief pursuant to California’s Consumer Legal Remedies Act (Cal. Civ. Code § 1750 et seq.), Unfair Competition Law (Cal. Bus. & Prof. Code § 17200 et seq.) and/or False Advertising Law (Cal. Bus. & Prof. Code § 17500 et seq.) may be brought in the state or federal courts located in Delaware on a class basis, and (c) any claims other than for public injunctive relief must be arbitrated on an individual, non-class basis as otherwise set forth in this section.

 

Exceptions

 

Notwithstanding the foregoing, and as an exception to final and binding confidential arbitration, you and Ad Venture Holdings both retain the right to pursue, in small claims court, any claim that is within that court’s jurisdiction and proceeds on an individual (non-class) basis, including overdue account matters within the small claims court’s jurisdiction.  Ad Venture Holdings will not demand arbitration in connection with any individual claim that you properly file and pursue in a small claims court, so long as the claim is and remains pending in that court. 

 

The following claims shall not be subject to final and binding arbitration and must be adjudicated only in the state or federal courts located in  Delaware: (i) an action by Ad Venture Holdings relating to the disclosure of confidential information as described in Section 4.c of this Agreement (ii) an action by Ad Venture Holdings for infringement or validity of our proprietary rights, including without limitation, trademarks, service marks, trade dress, copyrights, trade secrets, or patents, and any action arising from or relating to Owner’s enforcement of its intellectual property rights or Acts as described in Section 5.b of this Agreement; or (iii) an action by Ad Venture Holdings for temporary, preliminary, or permanent injunctive relief, whether prohibitive or mandatory, or other provisional relief, against you for breach or threatened breach of this Agreement, including but not limited to violations of the non-competition duties and non-disparagement duties as described in Sections 8 and 9 of this Agreement.  You expressly agree to refrain from bringing or joining any claims that are excluded from final and binding arbitration pursuant to this subsection “b” in any representative or class-wide capacity, including but not limited to bringing or joining any claims in any class action or any class-wide arbitration.  Small claims matters may be filed in any small claims court with personal and subject matter jurisdiction over the parties.  For all other matters excluded from final and binding arbitration by this subsection “b,” the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Delaware, and forever waive any challenge to said courts’ jurisdiction and venue.

 

Commencing Arbitration

 

You and Ad Venture Holdings agree to commence any arbitration proceeding within one (1) year after the Claim arises (the one-year period includes the required pre-dispute procedures set forth above) and that any arbitration proceeding commenced after one (1) year shall be forever barred.

 

Arbitration Location

 

If the amount in controversy is $500 or less, then the arbitration may be conducted by telephone or by written submissions.  Otherwise, the arbitration shall be conducted in Delaware unless Ad Venture Holdings otherwise agrees to arbitrate in another forum requested by you. 

 

Organization, Rules and the Arbitrator

 

We each agree that any and all Claims other than those exempted under subsection “b” above shall be submitted to final and binding confidential arbitration before a single arbitrator of the American Arbitration Association (“AAA”).  Either party may commence the arbitration process by submitting a written demand for arbitration with the AAA, and providing a copy to the other party, within the time period set forth in subsection “d” above.  The arbitrator shall be selected by agreement of the parties or, if the parties cannot agree, chosen in accordance with Rules of the AAA, Consumer Arbitration Rules, in effect at the time of submission of the demand for arbitration.  The AAA’s Rules are available at www.adr.org or by calling 1-800-778-7879.  The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the interpretation, construction, validity, applicability, or enforceability of these Terms, the Privacy Policy, and this arbitration provision.  The arbitrator shall have the exclusive and sole authority to determine whether any dispute or Claim is arbitrable.  The arbitrator shall have the exclusive and sole authority to determine whether this arbitration agreement can be enforced against a non-signatory to this agreement and whether a non-signatory to this agreement can enforce this provision against you or Ad Venture Holdings.

 

Fees

 

Payment of all filing, administration and arbitrator fees will be governed by the AAA’s Rules.

 

Governing Law and Award

 

The arbitrator shall follow the substantive law of the State of Delaware without regard to its conflicts of laws principles.  Any award rendered shall include a confidential written opinion and shall be final, subject to appeal under the FAA.  Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction

 

Enforceability

 

This provision survives termination of your account or relationship with Ad Venture Holdings, bankruptcy, assignment, or transfer.  If the class action waiver is deemed unenforceable (i.e., unenforceability would allow arbitration to proceed as a class or representative action), then this entire arbitration provision shall be rendered null and void and shall not apply.  If a portion of this arbitration provision (other than the class action waiver) is deemed unenforceable, the remaining portions of this arbitration provision shall remain in full force and effect

 

Miscellaneous

 

Failure or any delay in enforcing this arbitration provision in connection with any particular Claim will not constitute a waiver of any rights to require arbitration at a later time or in connection with any other Claims except all Claims must be brought within the 1 year limitation period set forth above.  This provision is the entire arbitration agreement between you and Ad Venture Holdings and shall not be modified except in writing by Ad Venture Holdings.

 

Opt-Out

 

 

YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH BINDING, FINAL, AND CONFIDENTIAL ARBITRATION.  YOU HAVE THE RIGHT TO OPT-OUT OF THIS ARBITRATION PROVISION WITHIN THIRTY (30) DAYS FROM THE DATE THAT YOU PURCHASE, USE, OR ATTEMPT TO USE A SERVICE PURCHASED ON OR THROUGH THE WEBSITE (WHICHEVER COMES FIRST) BY WRITING TO US VIA CERTIFIED MAIL AT AD VENTURE HOLDINGS, ATTN:  LEGAL DEPARTMENT, 3422 Old Capitol Trail | PMB 513, Wilmington, Delaware, 19808.  FOR YOUR OPT-OUT TO BE EFFECTIVE, YOU MUST SUBMIT A SIGNED WRITTEN NOTICE IDENTIFYING ANY SERVICE YOU PURCHASED, USED OR ATTEMPTED TO USE WITHIN THE 30 DAYS AND THE DATE YOU FIRST PURCHASED, USED OR ATTEMPTED TO USE THE SERVICE.  IF MORE THAN THIRTY (30) DAYS HAVE PASSED, YOU ARE NOT ELIGIBLE TO OPT OUT OF THIS PROVISION AND YOU MUST PURSUE YOUR CLAIM THROUGH BINDING ARBITRATION AS SET FORTH IN THIS AGREEMENT

21. NO THIRD PARTY BENEFICIARIES. Except as otherwise provided, nothing in this Agreement shall provide any benefit to any third-party or entitle any third-party to any claim, cause of action, remedy, or right of any kind.

 

22. ENTIRE AGREEMENT. This Agreement, together with any and all Exhibits thereto, constitutes the complete and exclusive understanding and agreement of the Parties and with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof, with the limited exception that all Confidential Information previously disclosed to Client in advance of the Effective Date of this Agreement has been treated as confidential and will continue to be treated as confidential.  Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by the Parties hereto.

 

23. CONSTRUCTION. This Agreement is the result of negotiations between and has been reviewed by each of the Parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the Parties hereto, and no ambiguity shall be construed in favor of or against any one of the Parties hereto.

 

24. COUNTERPARTS.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution of a PDF or electronic copy will have the same force and effect as execution of an original, and a PDF or electronic signature will be deemed an original and valid signature.

 

25. ACKNOWLEDGEMENT. By signing this Agreement, Client acknowledges that they have read, understood, and agreed to all of the terms of this Agreement. Your Coaching Services will not begin until this signed document has been received, signed, and payment has been made.

 

 

EXHIBIT A

A. Coaching Services.

 

 

The Coaching Services include the following specifically: 

i. Providing the Coaching Services identified in any quote/written communication provided to the Client. All Coaching Services provided by the Coach are subject to this Agreement and the Coach’s general Terms and Conditions (the “Terms”), located at https://www.doubleyourhighscore.com/terms-of-service. In the event of any conflict between the Terms and this Agreement, this Agreement will take precedence over the Terms, with respect to the relationship between the Parties and the Coaching Services.

ii. The Coach and their coaching staff are excited to offer you the highest level of coaching and training. Specifically, the Coaching Services will include the following:

1. 8+ hours of step-by-step video training
2. Unlimited course updates
3. Recordings of all coaching Q&A calls
4. Access to private Slack community
5. Bonus: SAIATH Duffle Bag
6. Slack access to your coach(es)
7. Group Calls with other coaches at least once per month
8. Elite Business Coaching Calls with Peter once a week limited to the package purchased

iii. Coaching sessions at the agreed rate and amount/time specified in the original quote/written communication provided by the Coach to the client, and as may be agreed between the Parties from time to time. If Client has to reschedule a session, Client will contact the Coach as soon as possible to reschedule any part of the Coaching Services as needed. If a session is cancelled within 24 hours of the scheduled session, Client will forfeit that session and part of the Coaching Services, as well as any fees paid for such a session/Coaching Services, and the missed session may not be rescheduled except at the discretion of the Coach.

iv. If Client needs to reach Coach (including their individual coach, community manager, or customer support) between Coaching Services and scheduled sessions, they may contact Coach at any time via the methods communicated to Client by Coach. Coach will do their best to respond to clients as soon as reasonably possible, Monday through Friday during normal working hours, 9am-5pm.

v. Client agrees that the Coaching Services are provided, and are to be accepted “as is.” Coach shall have full discretion and control with respect to the content and delivery of the Coaching Services. Furthermore, Client acknowledges that the Coaching Services may not lead to any meaningful impact on Client’s achievement of any of their goals or an increase in the Client’s income, and the success of the Coaching Services can depend on a number of subjective factors, including, but not limited to, the level of Client’s engagement with the Coaching Services, and Client’s own diligence in following any recommendations received by way of the Coaching Services. Therefore, Client agrees to accept and use the Coaching Services at their sole discretion and risk. Further, Client agrees that the advice provided by Coach are suggestions and for informational and/or educational purposes only, and that Client is responsible for evaluating, reviewing and independently applying any such information. Further, Coach disclaims any liability related to Client’s reliance on and use of any information received via the Coaching Services, and specifically with respect to the applicability and effectiveness of such advice to Client’s specific situation (whether business or personal).

B. Fees for Coaching Services. Client shall pay upfront all fees. In the event the Fee is payable in multiple installments, Client shall provide Coach a credit card to process payment of the Fee and hereby expressly authorizes Company to make such charges each month.

 

C. Continued Assistance. If you are not satisfied with the Coaching Services, we will continue to offer Coaching Services until you are reasonably satisfied and/or you have reasonably begun to achieve your targets as communicated to us prior to initiating the Coaching Services. This continued assistance will include a continuation of select parts of the Coaching Services, as determined and selected by us in our sole discretion (i.e. not necessarily to all Coaching Services previously made available). However, though you will not be responsible for payment with respect to further Coaching Services, there will be no refund of any payments already made unless otherwise permitted by this Agreement.