Terms of Sale
This Future of Advice membership agreement (this “Agreement“) is entered into by and between The Future of Advice (“Company”) and the undersigned member (the “Member” and, together with Company, the “Parties” and each, a “Party”), effective as of the date on which the Member clicks “I ACCEPT” below (the “Effective Date”). In consideration of the covenants in this Agreement and other good and valuable consideration, receipt of which is hereby acknowledged, the Parties hereby agree as follows:
Table of Contents
1. Program
a. General. Member hereby agrees to pay for the Company’s Future of Advice Academy (the “Program”). Company intends to offer the Program substantially on the terms described on the “https://course.thefutureofadvice.com/” webpage; provided that Member acknowledges that Company may modify the Program at any time in its discretion. Member acknowledges that Member shall not have any rights to any Program content after Company has ceased to offer the Program to Member. Member acknowledges that Member’s payment for the Program is not conditioned upon any future functionality or any content.
b. Access. Member acknowledges that in order to access the Program, the Member must, in addition to all other obligations in this Agreement and as Company may specify from time to time, register for an account on the Company’s website.
c. Member Qualifications. Member represents and warrants that they are at least 18 years old and possess all necessary rights to enter into and fulfill the obligations of this Agreement.
d. Limited Rights. Company may provide Member with certain information in connection with Member’s access to the Program. Such information may include, but is not limited to, documentation, data, information developed by Company or third parties and other materials which may assist in Member’s participation in the Program (“Materials“). Company grants Member a non-exclusive, limited, non-transferable, non-sublicensable and revocable right to use the Materials solely in connection with (i) Member’s participation in the Program and (ii) Member’s use of the website through which the Program and/or Materials are provided (the “Website”). The Materials may not be used for any purpose not expressly set forth in this Agreement, and all rights of Member, with respect to the Materials and the Website, terminate upon the first to occur of Company’s cessation of the Program and the expiration or termination of this Agreement.
2. Intellectual Property Rights.
a. General. Member agrees that the Materials, the Program, the Website and any products and services provided by Company, including, without limitation, all copyrights, trademarks, trade secrets, patents, and other intellectual property therein, are exclusively the property of Company or its third-party licensors (“Company IP“). Member agrees that Company or its third-party licensors own all right, title and interest in and to the Company IP and that Member will not use the Company IP for any unlawful or infringing purpose. Member agrees not to reproduce or distribute the Company IP in any way, including, without limitation, electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs).
b. Member Posts. Through Member’s participation in the Program and Member’s use of the Website, Member may be permitted to post content to the Website (“User Contributions“). Any User Contribution posted by Member to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, Member grants Company and its affiliates and service providers, and each of their respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.
3. Member Obligations.
As a participant in the Program, Member may be required to register with the Website or other elements relating to the Program, including, without limitation, by providing an email address, Member’s name, address, credit card or other payment information (collectively, “Member Information”). Member warrants that all Member Information will be correct in all respects. Member is exclusively responsible for maintaining the safety and security of all Member Information and for immediately informing Company of any changes to, or any compromise of, any Member Information.
4. Payments.
Member agrees to pay fees for the Program in an amount equal to $5,000 (the “Fees”); provided that Member shall pay Fees, by credit card or as otherwise approved by Company. Member shall provide Company with valid and updated credit card information, or with alternative payment information reasonably acceptable to Company. If Member provides credit card information under this Agreement, Member authorizes such credit card to be charged for all amounts payable under this Agreement, as and when due. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, without limitation, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Member is responsible for paying all Taxes associated with Member’s purchases hereunder. If Company has the legal obligation to pay or collect Taxes for which Member is responsible under this Section 4, Company as applicable, will invoice Member and Member will pay that amount unless Member provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority.
5. Acceptable Use.
Member agrees (x) not to use the Program, the Website or the Materials (i) to harass, abuse, or threaten others or otherwise violate any person’s legal rights, (ii) to violate any intellectual property rights of Company or any third party, (iii) to upload or otherwise disseminate any computer viruses or other software that may damage the property of another, (iv) to perpetrate any fraud, (v) to engage in or create any unlawful gambling, sweepstakes, or pyramid scheme, (vi) to publish or distribute any obscene or defamatory material, (vii) to publish or distribute any material that incites violence, hate, or discrimination towards any group, (viii) to unlawfully gather information about others, (ix) for any unlawful purpose not otherwise described in this Agreement, (x) in any way that could damage the Program, Website, services, or general business of Company or (xi) in any way not authorized by this Agreement; (y) not to undertake any of the following actions: (a) reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on the Website or the Materials, (b) violate the security of the Program or Website through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host or network or (c) use the Program or the Website for illegal spam activities, including, without limitation, gathering email addresses and personal information from others or sending any mass commercial emails; and (z) not to use any confidential and/or proprietary information of Company (including, without limitation, the Program, the Materials and Member’s log-in or other access information for the Program and/or the Materials) for any purpose other than Member’s own information, or to disclose any such confidential and/or proprietary information to any third party.
6. Third-Party Terms.
Member acknowledges that access to the Program and the Website may require, and Member otherwise may receive from Company, access to additional applications (collectively, “Other Applications”). Member agrees to comply with all terms of use, terms of service and other terms of all Other Applications and that Company may disclose Member’s information to such Other Applications. To use Other Applications, Member may be required to obtain access to such Other Applications from third-party providers and may be required to grant Member access to Member’s accounts on such Other Applications. If the provider of an Other Application ceases to make such Other Application available for interoperation with the corresponding Program features on reasonable terms, Company may cease providing those Program features without entitling Member to any refund, credit, or other compensation.
7. Downtime.
Company and providers of Other Applications may need to interrupt Member’s access to the Program and the Website to perform maintenance or emergency services on a scheduled or unscheduled basis. Member agrees that Member’s access to the Program and/or Website may be affected by unanticipated or unscheduled downtime, for any reason, but that Company shall have no liability for any damage or loss caused as a result of such downtime.
8. Limitation of Liability.
The Program, the Materials and the Website are provided for Member’s own informational purposes only. Member acknowledges and agrees that any information posted in the Program, in the Materials or on the Website is not legal advice or financial advice, and no fiduciary relationship has been created between Member and Company. Company does not assume responsibility or liability for any advice or other information given in the Program, in the Materials or on the Website or for the security of Member’s account or content.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM, WEBSITE, MATERIALS AND/OR ANY OTHER PRODUCTS AND SERVICES, ALL OF WHICH ARE PROVIDED “AS-IS”, AND EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF ANY KIND. MEMBER ACKNOWLEDGES THAT MEMBER USES THE PROGRAM, THE MATERIALS, THE WEBSITE AND/OR OTHER PRODUCTS AND SERVICES OF COMPANY AT MEMBER’S OWN RISK. COMPANY MAKES NO WARRANTIES THAT THE PROGRAM, WEBSITE OR MATERIALS WILL MEET MEMBER’S NEEDS OR THAT THE PROGRAM, WEBSITE OR MATERIALS WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. COMPANY ALSO MAKE NO WARRANTIES AS TO THE RELIABILITY OR ACCURACY OF ANY INFORMATION IN THE PROGRAM, ON THE WEBSITE OR IN THE MATERIALS. MEMBER AGREES THAT ANY DAMAGE THAT MAY OCCUR TO MEMBER, THROUGH MEMBER’S COMPUTER SYSTEM, OR AS A RESULT OF LOSS OF MEMBER’S DATA FROM MEMBER’S PARTICIPATION IN THE PROGRAM OR MEMBER’S USE OF THE WEBSITE OR MATERIALS IS MEMBER’S SOLE RESPONSIBILITY AND THAT COMPANY IS NOT LIABLE FOR ANY SUCH DAMAGE OR LOSS IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY OTHER LOST PROFITS, LOST REVENUES OR LOSS OF DATA, EVEN IF COMPANY HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES. To the extent permitted under applicable law, Company’s maximum aggregate liability in respect of all claims made against Company arising out of or in connection with this Agreement shall not exceed $5,000.
9. Indemnification.
Member agrees to indemnify, defend and hold harmless Company and its Company’s members, managers, officers and affiliates (if applicable), and all other persons who participate in the Program, from and against any and all claims and demands, including, without limitation, reasonable attorney’s fees, which may arise from or relate to Member’s participation in the Program, Member’s use or misuse of the Website or the Materials, Member’s breach of this Agreement, or Member’s conduct or actions. Member agrees that Company shall be able to select Company’s own legal counsel and may participate in Company’s own defense at the discretion of Company.
10. Term and Termination.
The term of this Agreement (the “Term”) shall begin on the Effective Date and shall continue until terminated earlier under the following conditions: (i) The Company may terminate this Agreement at any time. Sections 1(a) (first sentence), 1(c) (last sentence) and 3 through 13 shall survive expiration or termination of this Agreement.
11. Independent Contractor
No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.
12. Force Majeure.
Company is not liable for any failure to perform due to causes beyond Company’s reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
13. Miscellaneous.
Headings of Sections and other parts of this Agreement are for convenience only and shall not affect the meaning of any provisions of this Agreement. This Agreement may be amended, waived or terminated, in whole or in part, only by a written instrument executed by the Parties. Member may not assign this Agreement or any of Member’s rights or obligations hereunder. This Agreement contains the sole agreement of the Parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of State of Michigan, without giving effect to the principles of conflict of laws. Any legal suit, action, or proceeding arising out of or related to this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of Michigan, in each case located in the City of Detroit and Wayne County. If any provision of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining provision will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force. In the event that Company fails to enforce any provision of this Agreement, such failure shall not constitute a waiver of any future enforcement of that provision or of any other provision; and waiver of any provision of this Agreement will not constitute a waiver of any other provision.
COMPANY PROVIDES THE PROGRAM, THE WEBSITE AND THE MATERIALS SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT MEMBER ACCEPTS AND COMPLIES WITH THEM.