WRITE, PRINT, SELL! COURSE
Congratulations and Welcome!
Please follow the steps outlined below. Complete the form and read the terms and conditions and signify your acceptance to these terms and conditions by checking the text box on the payment page for this Commitment Form. As soon as this Commitment Form is received and your payment has processed, you will receive a Welcome Letter outlining all of the details necessary to start the Program as the “Student”.
Fill-in or verify that the Shipping, Billing and Contact information is complete and accurate and make any necessary changes on the payment page.
Verify the payment or payment schedule. (if changes are needed, please contact firstname.lastname@example.org):
By checking the box on the payment page for this Commitment Form, Student acknowledges that Student has received a copy of the Standard Terms and Conditions below and has read, agrees with and will be bound by the Standard Terms and Conditions and the Commitment Form, and Student commits to the payment of the Total Program Fee provided above. Student authorizes The Author's Authority, LLC, a Delaware limited liability company (the "Company"), to charge or cause to be charged Student's credit card given for the Total Program Fee to be paid in full or in installments as provided above. Student understands that Student is indebted to the Company for the Total Program Fee, regardless of whether Student uses the Program. Student understands that Student will be entitled to a refund of the Total Program Fee paid only if Student provides written notice that Student desires a refund of the Total Program Fee actually paid by Student within seven (7) days after the date that Student submits an executed Commitment Form. Notification will be deemed to have been received by the Company if sent to and acknowledged back by the Program Administrator at email@example.com.
WRITE, PRINT, SELL! STANDARD TERMS AND CONDITIONS
THIS AGREEMENT is entered into by and between The Author's Authority, LLC, a Delaware limited liability company (the "Company") with offices at 2280 Emerald View Court Reno, NV 89523 and, the registrant named on the Commitment Form attached to this Agreement ("Student"). The Company and Student are sometimes collectively referred to as the "Parties" or individually as a "Party."
A. Student is committed to using the materials and programs which are part of the Write, Print, SELL! Course as developed by the Company (singularly and collectively, the "Program"). The training, products and programs used in the Program are collectively referred to as the "Program Materials."
STATEMENT OF AGREEMENT
In consideration for the mutual promises, covenants, and obligations set forth herein, the Parties agree as follows:
1. Training and Products Provided.
a. Upon successful completion of the Write, Print, SELL! Course, which completion shall be evidenced by Student completing the course work, the student willThe Program Materials will be provided to Student by granting Student access to (i) a resource website (the "Resource Website"), and (ii) weekly support calls for a period of six (6) months after Student submits an executed Commitment Form to the Company.
b. No Student may download, copy, screen share, record, distribute, or in any way remove or share the teaching content and intellectual property on the Resource Website without prior written consent of the Company. The teaching content includes any recorded calls or video posted to the Resource Website featuring any of the faculty, (including, but not limited to, Matthew Bennett, Kay Salerno and Shila Morris), any employee or sub-contractor working in association with the Program, or any person who identifies themselves as a stand-in or substitute teacher or trainer. Any Student who is unsure of their use and access rights bears the responsibility to request the access or rights prior to attempting to download, copy, screen share, record, distribute, or in any way remove or share the teaching content and intellectual property on the Resource Website by emailing firstname.lastname@example.org for confirmation of Student's access and approval.
2. License to Use the Program
a. The Company grants to Student a limited, non-exclusive, non-assignable, non-transferable and revocable license (without the right to grant sublicenses) to use the Program, including any workbooks, scripts and other resources provided by the Company. While Student may use the Program for such purposes, Student is not authorized to teach any person or entity the materials within this course. Further, all Program Materials are for the use by Student personally and may not be used by Student for the teaching or coaching of Student's students or any other person. Student may not create products or marketing materials such as videos, books, webinars, DVDs, CDs or the like using the Program Materials for the content or the basis of the content of other products or materials regardless of whether the products or materials are offered for sale, without the prior written approval of the Company. The license granted to Student is conditioned upon Student's compliance with all of the terms and conditions of this Agreement and the rules and policies developed by the Company from time to time for the Program and use of the Program Marks (as defined in Section 4 hereof) and the Program Materials.
b. Student acknowledges that the Program Materials are the exclusive property of The Author’s Authority, LLC (the "IP Owner") and protected by copyright, trademark and other intellectual property laws, both domestic and international. Nothing in this Agreement will be construed as transferring, assigning, or conveying any ownership or proprietary rights to the Program Materials from the IP Owners to Student or any other person or entity. Student may not remove, alter or obscure any copyright, legal or proprietary notices in or on any portion of the Program Materials. Student will not duplicate, modify, distribute or otherwise use the Program Materials in any format other than the format in which they were provided to Student without the prior written consent of the Company.
c. Student has the right to use the Program Materials only as specifically set forth in this Agreement. Student does not have the right to use the Program Materials or any other copyright, trademark, trade name, or other intellectual property asset of the IP Owners for other purposes including the following technical uses: (i) creating an archive; (ii) using in a searchable, machine-readable database; (iii) modifying; reverse engineering; decompiling; storing; copying; reproducing; distributing; (iv) creating derivative works (as defined in the U.S. Copyright Law, 17 U.S.C. Section 101 et. seq.); (v) adapting or incorporating into other Program Materials, products, programs or services; or (vi) selling; sublicensing; leasing; time-sharing; publishing, advertising, promoting or broadcasting, without the prior written consent of the Company.
d. Student agrees not to loan, transfer, convey, lease or sell any of the Program Materials or resources to any third party without the prior written consent of the Company. A "third party" means any person or entity other than Student.
Student is permitted to promote its affiliation with the Program solely for purposes of promoting Student's abilities. Student may not alter the logo in color, text or design in any way. Upon prior written approval of the Company, Student may use the marks provided for use to Student by the Company from time to time (collectively, the "Program Marks"). Notwithstanding the foregoing, no approval is required for Student’s use of materials using the Program Marks provided by the Company to Student. The Program Marks may be used only in a manner and to the extent specifically authorized by the Company. The Company specifically prohibits the use of the Program Marks or any variation of the Program Marks in any Internet Domain Name, URL, social media name or other identifier or e-mail address, except those provided by the Company to Student. The Company reserves the right to obtain the transfer of any unauthorized domain name upon request and without reimbursement. Student acknowledges that Student has no right or license to use the name or likeness of Write, Print, SELL!, or any derivatives thereof except as specifically provided in this Agreement or as otherwise may be granted in writing by the Company or the IP Owners.
Student understands that Student will be entitled to a refund of the Total Program Fee paid only if: (a) Student provides written notice that Student desires a refund of the Total Program Fee actually paid by Student within seven (7) days after the date that Student submits an executed Commitment Form. Notification will be deemed to have been received by the Company if sent to and acknowledged back by the Program Administrator at email@example.com. If the Total Program Fee paid by Student is refunded to Student and Student's license to use the Program Materials will be automatically revoked. Except as provided above, the Total Program Fee or any portion paid thereof which has been paid is non-refundable. Any notices pursuant to this Section shall only be deemed to have been received by the Company if sent to and acknowledged back by the Program Administrator at firstname.lastname@example.org.
5. Relationship of Parties
Student acknowledges that Student has no direct relationship with Matthew Bennett or any member of the IP Group (the "Company Group"). It is the express intention of the Parties that Student is not a legal employee, agent, joint venturer, franchisee or partner of the Company or any member of the Company Group. Nothing in this Agreement shall be interpreted or construed as creating or establishing an employment relationship, franchise or agency between Student and the Company or any member of the Company Group. Student will have no authority to act on or enter into any contract or understanding, incur any liability or make any representation on behalf of the Company or any member of the Company Group.
6. Quality Control
At any time during the term of this Agreement, the Company shall have the right to inspect, audit, and listen to Student's use of the Program Materials. The Company will provide Student with reasonable notice of its intent to exercise this right and will attempt to use methods or means least burdensome to Student and Student's students in exercising this right. Student will not use the Program Materials or Program Marks in a manner which is deemed, in the sole discretion of the Company, to be detrimental to the good reputations of the Program, the Company, or any member of the Company Group.
7. Confidential Information
In carrying out the terms of this Agreement, the Parties may need to disclose confidential or proprietary information to one another. Each of the Parties agrees to protect and preserve all confidential information of one another and not to disclose it to parties who are not part of this Agreement without the written consent of the other Party.
8. Non-Solicitation of Other Students; No Self-Promotion
Student hereby acknowledges and agrees not to solicit other participants in the Training for the provision of goods or services by Student or any other party, regardless of whether the goods and services are being provided for compensation, without the prior written consent of the Company. Student agrees that Student will not engage in self-promotion of Student's services in any forum created by the Company for the use by participants in the Training. In addition, Student will not organize or create any forum, blog or social media website, regardless of what it may be named or called without the prior written consent of the Company.
a. The license and other rights granted to Student pursuant to Agreement are subject to termination, at the Company's sole discretion, by providing written notice to Student, upon the breach by Student of any term or condition of this Agreement, and the breach not being cured within fifteen (15) days of Student receiving written notice of default from the Company. If Student timely cures said breach as determined by the Company in its sole good faith discretion, any reoccurrence of the breach, either on the same or substantially similar facts, will negate any further right-to-cure. Notwithstanding anything to the contrary contained in this Agreement, if Student's breach of this Agreement results in irreparable damage to the Program, the Company, or any member of the Company Group, or any of their respective affiliates, officers, directors, employees, representatives, agents, instructors, vendors and independent contractors of the above, or any member of the IP Group, as determined by the Company in its sole discretion, the Company is not obligated to provide Student with any opportunity to cure and this Agreement will be immediately terminated upon written notice by the Company to Student.
b. The Company shall be permitted to terminate the rights granted to Student pursuant to this Agreement if the commercial value of the Program, the Company, or any member of the Company Group is impaired by reason of the alleged commission by Student of any act that is an offense involving moral turpitude under federal, state or local laws or which tends to shock, insult or offend the community or ridicule public morals and decency. In addition, the Company may terminate the license and all rights granted to Student pursuant to this Agreement if Student takes any action which is disruptive to the other participants' enjoyment of (i) any training event telephonic or otherwise, or (ii) any social media platform that is part of the Training.
c. Upon termination of this Agreement, Student shall have no right to use the Program Materials or the Program Marks, except with Company's express written consent and instructions; provided that Student shall continue to be bound by Student’s obligations hereunder, including, without limitation, Student’s obligations under this Agreement that survive the termination of this Agreement.
Student indemnifies, holds harmless and will defend the Company, and all members of the Company Group, and any of their respective affiliates, officers, directors, employees, representatives, agents, instructors, vendors and independent contractors of the above (collectively, the "Indemnified Parties") from and against any and all claims, demands, lawsuits, actions, proceedings, liabilities, losses, damages, fees, costs and expenses (including reasonable attorneys' fees and costs of investigation) resulting from or arising out of: (i) Student's offering and delivery/presentation of any Program Materials; and (ii) Student's actions or inactions in violation of this Agreement or applicable law.
If Student learns that any third party is making any unauthorized use of the Program Materials, the Program Marks or any other copyright, trademark or intellectual property right of IP Owners, Student agrees to promptly notify the Company in the most expeditious means possible, followed by written notice, of any alleged unauthorized use and all other facts known to Student. Student agrees not to make any demands or claims, bring suit, effect any settlements, or take any other action against that party without the prior written consent from the owner of the applicable Program Materials and/or Program Marks. Student agrees to reasonably cooperate with the IP Owners, at no out-of-pocket expense to Student, in connection with any action taken by the IP Owners to investigate or terminate the infringement.
a. Student acknowledges and agrees that Student is not guaranteed to achieve any specific health, personal relationships, financial or other results or earn any specific amount of income or reach any particular goal by participating in the Program or by becoming licensed. The information provided as part of the Training is provided for Student's personal use. Student may use such information at Student's own risk and Student is solely responsible for any decisions and actions that result from Student's use of such information. The Training does not provide medical, psychological, relationship, legal, investment or financial advice. Student acknowledges and warrants that if Student is under the care of a physician or other health care professional that the trainings and programs provided herewith do not violate or otherwise conflict with the advice of Student's professional care provider.
b. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE COMPANY MAKES NO OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, THE IMPLIED WARRANITES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE TRAINING AND PROGRAM MATERIALS ARE PROVIDED- "AS IS". THE COMPANY IS NOT LIABLE TO TRAINER OR ANY OTHER PARTY FOR DIRECT, INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES (INCLUDING LOST PROFITS OR LOSSES OF REVENUE) ARISING FROM TRAINER'S OFFERING AND DELIVERY OR PRESENTATION OF THE PROGRAMS, EVEN IF COMPANY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF THE DAMAGES. FURTHER, COMPANY'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT PURSUANT TO ANY LEGAL THEORY, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR STRICT LIABILITY IN TORT, WILL NOT EXCEED ANY AMOUNTS CUMULATIVELY PAID BY TRAINER TO THE COMPANY PURSUANT TO THIS AGREEMENT.
This Agreement shall be assignable by the Company and inure to the benefit of the Company's successors and assigns. This Agreement shall not be assignable or transferable in whole or in part by Student, by operation of law or otherwise, except with the prior written consent of the Company and approval of the assignee.
14. Governing Law - Class Action Waiver
This Agreement is governed by, and construed in accordance with, the laws of the State of Florida, without reference to rules governing choice of laws. Student irrevocably and unconditionally waives, to the fullest extent permitted by law, any right Student may have to participate as a representative or member of any group or class of claimants in any class action against the Company, or any of their affiliated entities, now or hereafter pending relating to transactions contemplated by this Agreement or similar transactions.
15. Informal Dispute Resolution
In the event of any dispute involving this Agreement, the parties will attempt in good faith to meet in person to discuss and resolve the dispute. The meeting will take place at our headquarters (currently Jupiter, Florida). At the meeting, each Party will be represented by a person authorized to conclusively resolve the dispute on that Party's behalf and to bind that Party to any agreed-upon resolution. Each Party must detail what it believes to be the nature of the dispute including the facts and the provisions in this Agreement on which the dispute is based-and how the dispute may be satisfactorily resolved. Discussions and exchanges of information and materials, if any, are confidential and must be treated as part of compromise and settlement negotiations for purposes of applicable rules of evidence. If the Parties resolve the dispute at the meeting, they shall immediately formalize that resolution by an agreement that they both sign at the time. This step must occur before either Party can file a request for mediation. Any Party that fails to attend or participate in the meeting, within thirty (30) days of written request, may not begin any mediation under Section 16 to resolve the dispute. If the parties cannot informally resolve the dispute, the Party seeking formal resolution of the dispute must, before he, she or it may commence or initiate a legal or administrative proceeding relating to the dispute, submit the dispute to nonbinding mediation as described in Section 16.
If the Parties have failed to resolve the dispute under Section 15, the disputing Party must submit the dispute to non-binding mediation with the non-disputing Party before the American Arbitration Association or another mutually agreeable mediator. Mediation must take place before the disputing Party can file any demand for arbitration or complaint. Both Parties will sign a confidentiality agreement reasonably satisfactory to both parties. The Parties will conduct the mediation in Palm Beach County, Florida. Each Party will bear his, her or its own costs for the mediation and each Party will pay fifty percent (50%) of the mediator’s fee. If a disputing Party refuses to mediate the dispute, the disputing Party cannot file any demand for arbitration or complaint involving the matter in dispute. If the non-disputing Party refuses to mediate, the non-disputing Party has waived mediation and the disputing Party may immediately file a demand for arbitration or a complaint.
In the event of any dispute involving this Agreement that is not resolved by the procedures resolved by the procedures outlined in Sections 15 and 16 hereof, then such dispute shall be, except as provided below, resolved by binding arbitration before the American Arbitration Association ("AAA"). Each Party will bear his, her or its own costs for the arbitration and each Party will pay fifty percent (50%) of the cost of the arbitration. One arbitrator will be selected using AAA procedures. The arbitrator will use all reasonable efforts to minimize discovery and to complete the arbitration proceedings as expeditiously as possible. The arbitrator will also render a written decision setting forth detailed findings of fact and conclusions of law, within thirty (30) days after the conclusion of the arbitration hearing. The arbitrator will not award attorneys' fees, or punitive, indirect, incidental, special, consequential, treble or other multiple or exemplary damages, and the Parties agree to waive and not seek these damages. Either Party may seek judicial relief to compel the other Party to comply with the provisions of this Section, or seek injunctive or other equitable relief to protect its intellectual property rights, as long as (unless prohibited by applicable law) the remainder of the dispute or claim is submitted to arbitration. The arbitration will be held in Palm Beach County, Florida. Both Parties give their irrevocable consent to the processes of the AAA in Florida, as well as the jurisdiction of the courts of Palm Beach County, Florida for enforcement purposes. If a Party fails to pay their share of the costs of arbitration, the arbitrator may enter a judgment against that non-paying Party as to liability but not as to damages. The arbitrator will conduct a special hearing for the paying party on the issue of damages. Awards will be final, binding and non-appealable (except on the minimal grounds required under the Federal Arbitration Act or other applicable law). All awards may be filed with a state, federal or foreign court having jurisdiction over the Party against whom the award is rendered or his, her or its property, as a basis of judgment and of the issuance of execution for collection.
18. Severability and Survival
If any provision of this Agreement or part of the provision is determined to be illegal, invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions will survive and remain in full force and effect, and will be interpreted to give effect to the intentions of the Parties as is possible. Student acknowledges and agrees that all of Student's obligations hereunder shall survive a termination of this Agreement.
19. Legal Age
By entering into this Agreement, Student represents and acknowledges that Student is of legal age in the country, state or province of Student's residency to enter into a contract that is binding on Student.
Any notice, consent, demand or request required or permitted by this Agreement must be in writing, is effective upon receipt, and will be transmitted by: (a) personal delivery, (b) registered or certified U.S. mail, (c) overnight national courier service (Federal Express, UPS), or (d) by either facsimile transmission with confirmation of receipt or by e-mail with confirmation of both delivery and opening, together with a hard copy sent by regular U.S. Mail; addressed according to the addresses and other information appearing on the Commitment Form unless specifically directed otherwise within this Agreement.
21. Force Majeure
Neither Party is liable for loss or damage or is in breach of this Agreement, if the failure to perform his, her or its obligations is based solely from the following causes beyond his, her or its reasonable control: (a) transportation shortages, inadequate supply of equipment, merchandise, supplies, labor, material, or energy; (b) compliance with any applicable law; or (c) war, terrorism, strikes, natural disaster or acts of God. Any delay resulting from any of these causes extends performance accordingly or excuses performance as may be reasonable, except that these causes do not excuse payments of amounts owed by you to the Company for any reason.
A waiver by either Party of any term or condition of this Agreement in any instance is not deemed or construed as a waiver of the term or condition for the future, or of any subsequent breach of this Agreement. All remedies, rights, undertakings, obligations and agreements contained in this Agreement are cumulative and are not in limitation of any other remedy, right, undertaking or agreement of either Party set forth in this Agreement.
23. Photography, Video and Audio Release
Student grants the Company permission to use Student’s likeness in photographs, movie films, videotapes and/or audio recordings, or any part thereof taken while participating in the Training in any and all of its publications, for marketing and/or promotion of the Student, including website and social media entries, without payment or any other consideration. Student understands and agrees that these materials will become the property of the Company and will not be returned. Student hereby irrevocably authorizes the Company to edit, alter, copy, exhibit, publish or distribute the photographs, movie films, videotapes and/or sound records, for purposes of publicizing the Program, or any member of the Company Group or for any other lawful purpose. Student waives the right to inspect or approve the finished product, including written or electronic copy, wherein Student’s likeness appears and any right to royalties or other compensation arising or related to the use of the photograph, video or audio recording. Student holds the Company harmless and releases and forever discharge the Company, and all members of the Company Group from all claims, demands, and causes of action which Student may have by reason of this authorization.
The Company may modify any of the terms and conditions contained in this Agreement, at any time and in the Company's sole discretion, by posting a change notice or a new version of this Agreement on the Resource Website and Student is bound by any changes immediately upon such posting. Student shall be responsible for periodically reviewing the Resource Website for notice of changes to this Agreement. Student's continued participation in the Training, including use of the Resource Website, the Program Materials, and/or use of the limited license granted under this Agreement after the posting of a change notice or a new version of this Agreement constitutes binding acceptance of the change. Student is not entitled to any refund of any portion of the Total Program Fee except under the conditions described in Section 4 of this Agreement.
25. Third Parties
Nothing in this Agreement, whether express or implied, confers any rights or remedies under this Agreement on any person (including other Students) other than the Parties and their respective personal representatives, other legal representatives, heirs, successors and permitted assigns. Nothing in this Agreement relieves or discharges the obligation or liability of any third person to any Party to this Agreement, nor does any provision give any third person any right of subrogation or action over or against any Party to this Agreement.
Each of the parties agree that he, she or it have been or has had the opportunity to be represented by its own counsel throughout the negotiations and at the signing of this Agreement and all of the other documents signed incidental to this Agreement. Student will not, while this Agreement is effective or after its termination or expiration, claim or assert that any term of this Agreement or any of the other documents be construed against the Company.
27. Complete and Final Agreement
The Commitment Form and this Agreement constitutes the entire agreement between the Company and Student with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous communications, proposals or understandings, whether electronic, oral or written.