DEAL OUT LOUD, INC.
STANDARD TERMS AND CONDITIONS
These Standard Terms and Conditions (this “Agreement”), effective as of the date set forth on the signature page hereto, is made by and between DEAL OUT LOUD, Inc., a Nevada corporation (“DOL”), and the undersigned client (“Client”). DOL and Client may be referred to in this Agreement individually as a “Party” or collectively as the “Parties.”
- Engagement of Services. The Client agrees to engage DOL and DOL agrees to provide the following package of products, events and services (the “Program(s)”) selected by the Client. The terms and conditions of and complete descriptions for each Program selected are set forth on separate Declaration Pages with their accompanying Program Deliverables, Amendments, attached and incorporated herein by reference (the “Declaration Page(s)”). Except as otherwise noted herein, all references to “Agreement” shall also include the Declaration Page(s).
- Program Fees and Payments. As consideration for the Program(s) provided by DOL, Client shall pay DOL the aggregate amounts set forth on the Declaration Page(s) that correspond to the Program(s) selected. The Client agrees that the Program(s) shall be paid for in full prior to delivery of the products (“Products”) and services (“Services”) which comprise the Program(s). Products received cannot be returned. The Products and Services shall include, but are not limited to, proprietary course education materials and starter kits, attendance at in-person events, and/or participation in coaching sessions. Programs provided by DEAL OUT LOUD are education programs based on the proprietary education content and materials described above and below. Delivery of said proprietary education materials shall constitute Delivery of Program. Clients are invited and encouraged to utilize supplemental live events, and coaching sessions to assist in implementation of said proprietary education, and to augment program results. The Client authorizes DOL and/ or its affliate entities to charge Client’s debit/credit cards for all amounts due under this Agreement.
- Cancellation; Termination. Due to the nature of the Programs provided, DOL will accept and process cancellations as follows; provided, however, that cancellations described in this Section 3 shall be effective only if provided by Client to DOL in writing and delivered by mail, fax or email from 9:00 a.m. to 5:00 p.m. PST, Monday through Friday, not including national holidays. The client may rescind and cancel this Agreement provided DOL receives written notice of cancellation within 3 calendar days after the execution of the agreement by the Client.
Notwithstanding the foregoing, in any instance of termination by Client, DOL shall retain a $500 cancellation fee for the retail price of any Products or Services if already rendered to Client. DOL may cancel any Program for any reason immediately upon notice to Client, and may terminate this Agreement with Client upon Client’s material breach of any of the terms of this Agreement.
Further, DOL may modify or update the Program and underlying Products and Services at any time to any extent DOL deems reasonably necessary, in its sole discretion. All refunds shall be made in U.S. dollars within 30 days of the cancellation or termination date.
EXCEPT AS OTHERWISE PROVIDED HEREIN, THERE WILL BE NO REFUND ISSUED IF CLIENT DROPS FROM THE PROGRAM AFTER ITS COMMENCEMENT.
- Client Participation and Attendance is Required. Due to the nature of the Program(s) and Service(s), it is expect- ed that upon starting a Program Client will attend events, and/or participation in coaching sessions. All in-person sessions and calls must be completed within one-year of the first in-person session. During the course of the Program(s), Client will have coaching sessions scheduled with DOL as designated and provided by DOL in its discretion. Client is expected to be on time for all scheduled calls. If Client calls in late for any coaching session, the time missed will be forfeited. There will be no exceptions. In the event that Client wishes to re-schedule a coaching session, Client will notify DOL in writing at least 24-hours prior to the scheduled session. If less than 24- hours notice if given by Client to DOL, the session will be forfeited.
- Intellectual Property Rights and Proprietary Information. DOL is the owner of all right, title and interest in and to the Program(s) and all underlying Product(s) and Services, including, without limitation, all related proprietary rights, intellectual property rights, concepts and ideas, works of authorship, designs, know- how, confidential and trade secret materials, codes, programs, access information, trademarks, service marks, patents and copy- rights (collectively, the “Intellectual Property Rights”).
The Intellectual Property Rights and all underlying documents and information shall remain the property of DOL. Client shall not, by virtue of this Agreement, or otherwise, acquire any right, title or interest whatsoever in the Program(s) and underlying Products or in the Intellectual Property Rights of DOL. Client further agrees not to take any action that would interfere with or infringe upon DOL’s Intellectual Property Rights, including without limitation: the distribution, displaying, copying, reproduction or dupli- cation of the Program(s) and underlying Products and Services in any manner whatsoever; the creation, registration and/or use of trademarks, service marks or domain names that are the same or substantially similar to those of DOL; use, manufacture, import, or sell any product that infringes upon DOL’s Intellectual Property Rights; or take any action that would create the appearance of an association or affiliation with or endorsement by DOL. Client further agrees that all course materials and information provided by DOL as part of the Program(s) and Products or Services hereunder, including, without limitation, any client or attendance lists that Client may obtain constitute DOL’s proprietary information (“Proprietary Information”). Client shall hold in confidence and not disclose any of DOL’s Proprietary Information to any third party without DOL’s prior written consent.
5.2 The cumulative amount of any liability of DOL to client or any third party for one or more claims arising from or relating to this agreement, whether based in contract, tort (including without limitation negligence and strict liability) or other legal or equitable theory, shall not exceed, in the aggregate, the total amount paid to DOL for the program(s) and underlying products) and services selected by client under this agreement.
5.3 In no event shall either party be liable for any indirect, incidental, consequential, special, reliance, punitive or enhanced damages of any kind or nature whatsoever (including but not limited to any lost profits, lost savings, or business harm) arising out of or relating to the program(s) and underlying products and/or the performance or non- performance of services under this agreement, even if advised of the possibility of such damages.
5.4 The program(s) and the underlying products and services provided under this agreement shall not be intended or construed as providing legal, investment, financial or advice, and should not be used to make any investment decisions DOL does not advocate or endorse the purchase or sale of any security or investment.
- Indemnification. Client shall indemnify, defend and hold harmless DOL, its directors, officers, employees, independent contractors, information providers, instructors, affiliates, coaches, licensors and licensees, affliates, agents and assigns, from and against all liabilities, claims, damages, penalties, interest, losses, costs and expenses, including, without limitation, reasonable attorneys’ and expert fees and costs, of any kind or nature, incurred by DOL in connection with any claim arising from the Program(s) and the Product(s) and Services offered by DOL.
- Compensation by DOL Vendors. Client hereby acknowledges that DOL may engage one or more vendors (a “DOL Vendors”) to present, to attendees (including Client) at Program(s) and/or online at internet website(s) hosted and maintained by DOL or its affiliates, educational and background information and marketing regarding Vendor’s products and services, including but not limited to possible investment opportunities (the “Vendor Content”). Client further acknowledges that the DOL Vendors routinely pay fees to DOL for the right to present such Vendor Content. Client hereby knowingly and voluntarily waives any conflict of interest or potential conflict of interest which may exist now or in the future in connection with the fore- going arrangement between DOL and any DOL Vendor.
- Compliance with Laws. Client agrees to use the Products and Services in compliance with all laws including, without limitation, laws relating to copyright, trademark or other intellectual property.
- Relationship Between the Parties. Nothing contained in this Agreement shall be deemed to constitute a partner- ship, joint venture, or employer-employee relationship between DOL and Client, or to give rise to any license or right of Client to any Intellectual Property Rights owned or controlled by DOL.
- Non-Solicitation. Client agrees that for the term of this Agreement, including any extensions, and for two (2) years thereafter, Client shall not solicit, hire or engage or attempt to solicit, hire or engage any coaches, employees, clients, independent contractors, or associates of DOL, or other-wise attempt to induce an individual to terminate his or her employment, engagement or affliation with DOL, to work, assist or provide similar or related services under this Agreement without DOL’s prior written consent.
11. Arbitration. Any controversy or claim arising out of or relating to this Agreement that cannot be settled through correspondence and mutual consultation of the Parties hereto (except any controversy or claim with respect to the Client’s violation or attempted violation of DOL’s Intellectual Property Rights or disclosure of DOL’s Proprietary Information), shall finally be settled through binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and conducted in a private manner in Douglas County, Nevada. With the exception of the selection of an arbitrator, all rules of evidence and pleading provided by the Nevada Revised Statutes, Nevada Rules of Civil Procedure, and any other applicable local and/ or Supreme Court Rules shall govern the parties’ respective rights, claims, remedies, discovery and arbitration. Upon the written demand of either of the Parties concerned, the Parties shall attempt to appoint a single arbitrator. If they are unable to agree within twenty (20) days from such demand, then each of the Parties shall appoint one (1) arbitrator and the two (2) nominated shall in turn choose a third arbitrator. The prevailing party in the arbitration shall be entitled to an award of its attorneys’ fees and costs. With regard to any controversy or claim concerning DOL’s Intellectual Property Rights or Proprietary Information, DOL will not be required to arbitrate that controversy or claim but DOL will have the right to institute judicial proceedings in any court of competent jurisdiction with respect to such controversy or claim. If such judicial proceedings are instituted, the Parties agree that such proceedings will not be stayed or delayed pending the outcome of any arbitration proceeding under this Agreement.
- Jurisdiction and Venue. The arbitration provisions of this document shall govern the Parties’ recourse in the event of any dispute, difference, controversy or claim arising out of or related to this Agreement. Only in the event any such dispute, difference, controversy or claim does not fall within the arbitration provisions of Section 8 do the Parties agree to the exclusive jurisdiction of the courts of the State of Nevada, County of Douglas, or, if it has or can acquire jurisdiction, in the United States District Court for the Northern District of Nevada located in Washoe County, Nevada, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives The Parties hereto waive any other venue to which they may be entitled by virtue of domicile, residence or any other reason. Process in any action or proceeding referred to in the preceding sentence may be served on either Party anywhere in the world.
- Attorneys’ Fees. In the event DOL or Client brings any suit or other proceeding with respect to the subject matter or enforcement of this Agreement, the prevailing party (as determined by the court, agency, or other authority before which such suit or proceeding is commenced) shall, in addition to such other relief as may be awarded, be entitled to recover reasonable attorneys’ fees, expenses and costs of investigation.
- No Third Parties Benefited. Nothing contained in this Agreement is intended to nor shall it confer upon any person or entity, other than the Parties hereto and their respective successors and permitted assigns, any benefit, right or remedies under or by reason of this Agreement.
- Assignments. This Agreement may not be assigned by Client, and any such attempted assignment shall be void and of no effect, unless amended by joint agreement of the parties, with signed “Assignment Amendment” attached to this agreement. DOL shall have the right to assign its rights under this Agreement to any entity controlled by or under common control, directly or indirectly, with DOL. Client understands and that all payments and fees incurred under this Agreement shall be processed and charged by DEAL OUT LOUD Inc., or its administrative paying agent.
- Amendments. This Agreement may be amended or modified only by a written instrument executed by the Parties.
- Binding Agreement. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, heirs, administrators and permitted assigns.
- Governing Law. This Agreement shall be governed by the laws of the State of Nevada both as to interpretation and performance, without regard to Nevada’s choice of law requirements.
- Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. The exchange of copies by facsimile or by electronic image scan transmission in .pdf shall constitute effective execution and delivery of this Agreement and may be used in lieu of the original Agreement for all purposes.
20. Read and Understand; Counsel. Client has read the terms of this Agreement, and Client understands its terms and effects, including, but not limited to, the disclaimers and limitations of liability set forth in this document. Client has been and is hereby advised in writing to consult with an attorney prior to signing this Agreement.
- Miscellaneous. The Parties agree that the terms and conditions contained in this Agreement and in any Declaration Page(s) make up the entire agreement between them regarding the Program(s) and underlying Products and Services and supersede all prior written or oral communications, understandings or agreements between the Parties relating to the subject matter contained herein, including, without limitation, any purchase orders or other ordering documents relating to the purchase of the Program(s) and underlying Products and Services.
Any purchase order or other ordering documents will not modify or affect this Agreement or any other page(s), nor have any other legal e ect and shall serve only the purpose of identifying the Program(s) and underlying Products and Services ordered.
Any change in any of the terms and conditions of this Agreement or any other page(s) must be in writing and signed by both Parties.
The delay or failure of either Party to enforce at any time any of the provisions of this Agreement is held to be invalid or unenforceable, this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and shall not affect the validity or force and effect of the remaining provisions of this Agreement.
The rights and remedies of the parties hereunder shall be cumulative and in addition to any other rights available under applicable law or in equity. All notices shall be given in writing (including by email or facsimile) by the Party sending the notice and shall be effective when deposited in the U.S. Mail or sent by confirmable email or facsimile, addressed to the Party receiving the notice at its address shown on the signature page to this Agreement (or to any other address specified by that party in writing with post- age prepaid.)
All section headings to this Agreement have been inserted for convenience of reference only, are not part of this Agreement, and shall in no way affect the interpretation of this Agreement.