TERMS OF SERVICE
Welcome to the Grow Wealth website (the “Site”). This Agreement governs your use of the Site, the purchase and use of Course Materials and any other Services provided by us. The parties agree as follows:
BY ACCEPTING THIS AGREEMENT (CLICKING A BOX INDICATING YOUR ACCEPTANCE) YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ANY AUTHORIZED USERS TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH ANY TERMS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.
TO ACCEPT THIS AGREEMENT AND USE THE SERVICES, YOU MUST BE 18 YEARS OF AGE. IF WE DISCOVER THAT YOU HAVE USED THE SERVICE IN VIOLATION OF THIS RULE, WE MAY TERMINATE YOUR ACCOUNT.
1. DEFINITIONS
1.1 “Agreement” means these Terms of Service and any Course Orders you enter into with us.
1.2 “Authorized User” means you (or your employee).
1.3 “Course Materials” means the online real estate course materials provided by us on our Site or otherwise, including any videos, notes, quizzes, answer keys, agreements applications and tools. The initial Course Materials include our course “Grow Wealth 101”, as we may update from time to time.
1.4 “Effective Date” means the date you accept this Agreement and with respect to each Course Order, shall mean the effective date that the Course Order is entered into by you.
1.5 “Course Fees” means the fees for the Services as agreed in each Course Order. Individual Course Fees are based upon you subscribing to one individual course for one Authorized User.
1.6 “Course Order” means an ordering form entered into between you and us specifying the Services to be provided thereunder and the pricing for those Services. An online registration or sign-up page may also constitute a Course Order.
1.7 “Service” means the use of this Site, the Course Materials and any other services that may be identified in the Course Order, as we may modify the service from time to time in our discretion.
1.8 “We”, “we” or “Us” “us” or “Our” “our” means [Grow Wealth].
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1.9 “You” “you” or “Your” or “your” means the person indicating acceptance of this Agreement, or if the person indicating acceptance of this Agreement is acting on behalf of a company or other legal entity, such company or legal entity.
1.10 “Your Data” means any data uploaded into the Service, or otherwise provided by or on behalf of you, or any Authorized User, in connection with the Service.
2. USE OF THE SERVICE
2.1 Use of the Service. Subject to the terms and conditions of this Agreement, we grant to you and your Authorized Users a limited, worldwide, non-exclusive, non-transferable (except as explicitly permitted in this Agreement) right during the term of this Agreement to use the Service solely for your personal or internal business uses.
2.2 Creating Your Account. As part of creating your account and purchasing Course Materials, you may be asked to identify your company (or other legal entity associated with you) and any Authorized User who should be linked with your account. You will not misrepresent the identity or nature of the company (or associated legal entity) or any Authorized User. You may only designate one Authorized User for each course purchased. Each Authorized User must have their own unique username and password, which is created under your account. We reserve the right to deactivate, change, or require you to change your user ID and any passwords for any reason and at any time. You are solely responsible for the conduct of your Authorized Users and you will ensure that your Authorized Users comply with this Agreement.
2.3 Use Restrictions. Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, you (and your Authorized Users) will not, and will not permit or authorize any other person to: (a) rent, resell, distribute, lease, sublicense or otherwise use in any commercial way the Services; (b) permit any third parties to use the Service; (c) circumvent or disable any security or other technological features or measures of the Service, or attempt to probe, scan or test the vulnerability of a network or system, or to breach security or authentication measures in connection with the Services; or (d) use the Service in circumvention of any applicable laws, statutes, regulations or rules. Except as set forth in Section 2.4 below, you will not copy, reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of any part of the Service.
2.4 Copies and Notices. You may download the Course Materials to your computer system or other personal device, and make copies of the Course Materials, as necessary to use the Service in accordance with Sections 2.1 through 2.3. You will neither alter nor remove any trademark, copyright notice, or other proprietary rights notice that may appear in any part of the Services and must reproduce and incorporate any such notices on all copies.
2.5 Reservation of Rights. We retain all right, title, and interest in and to the Service and all related intellectual property rights, including without limitation any modifications, updates, customizations, cards, apps, or other add-ons. Your rights (and those of any Authorized User) to use the Service are limited to those expressly set forth in this Agreement.
2.6 Feedback and Other Content. The Service may permit (or request that) you submit feedback, user community contributions and comments, technical support information, suggestions, enhancement requests, recommendations, and messages relating to the use of the Service (the “Feedback”). As reasonably requested, you, and your Authorized Users, shall provide us with the Feedback and you grant to us a royalty-free, fully paid, non-exclusive, perpetual, irrevocable, worldwide, transferable license to display, use, copy, modify, publish, perform, translate, create derivative works from, sublicense, distribute, and otherwise exploit the Feedback without restriction.
3. FEES AND PAYMENT
3.1 Fees and Payment Terms. Unless otherwise specified in a Course Order, the Course Fees are due upon the Effective Date of the Course Order. If the Course Materials do not meet their specifications, you may request in writing within thirty (30) days of the Effective Date a refund of the applicable Course Fees paid and we will apply a refund to your account. In such case, the Course Order for those Course Materials shall be deemed terminated as set forth in Section 4.3.
3.2 Credit Card. If you use a credit card to set up an account or pay for the Service, you must be authorized to use the credit card information that you enter when you create the billing account. You authorize us to charge you for the Service plus a reasonable processing fee using your credit card and for any paid feature of the Service that you choose to sign up for or use under this Agreement. In the event there are any recurring fees for the Services (and you agree that we may automatically charge your credit card account the applicable recurring fees when due), we will notify you in advance of the difference for recurring Course Fees. You must keep all information in your billing account current. You may change your payment method at any time. If you tell us to stop using your payment method and we no longer receive payment from you for a Service that requires payment, we may terminate your access to that Service.
3.3 Late Payment. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded monthly from the date due until the date paid. You will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by us to collect any amount that is not paid when due. Amounts due from you under this Agreement may not be withheld or offset by you against amounts due to you for any reason.
3.4 Taxes. The fees stated in a Course Order do not include local, state, federal, or foreign taxes (e.g., value-added, sales, or use taxes), or fees, duties, or other governmental charges resulting from this Agreement (“Taxes”). You are responsible for paying all applicable Taxes. If we determine that we have the legal obligation to pay or collect Taxes, we will add such Taxes to the applicable invoice and you will pay such Taxes, unless you provide us with a valid tax exemption certificate from the appropriate taxing authority. If a taxing authority subsequently pursues us for unpaid Taxes for which you are responsible under this Agreement and which you did not pay to us, we may invoice you and you will pay such Taxes to us or directly to the taxing authority, plus all applicable interest, penalties and fees.
3.5 Future Functionality. Your purchases are not contingent on the delivery of any future Course Materials or updates, functionality or features to the Services, or dependent on any oral or written public comments made by us regarding future updates, functionality or features.
4. TERM AND TERMINATION
4.1 Term. This Agreement commences on the Effective Date and continues until terminated as set forth herein.
4.2 Course Order. Unless otherwise expressly stated in the Course Order, each Course Order shall have a term of one year from the Effective Date. The parties may extend this period as mutually agreed.
4.3 Termination of a Course. Either party may terminate an individual Course Order based upon the termination provisions as set forth in this Agreement and, in that case, the Services (and this Agreement) shall be terminated in respect of that Course Order only.
4.4 Termination. Either party may terminate this Agreement if the other party does not cure its material breach of this Agreement within 30 days of receiving written notice of the material breach from the non-breaching party. Termination in accordance with this Section will take effect when the breaching party receives written notice of termination from the non-breaching party, which notice must not be delivered until the breaching party has failed to cure its material breach during the 30-day cure period. If you fail to timely pay any Course Fees, we may, without limitation to any of our other rights or remedies, suspend performance of the Service, until we receive all amounts due, or may terminate this Agreement pursuant to this Section.
4.5 Post-Termination Obligations. If this Agreement is terminated for any reason: (a) we have no obligation to provide the Services after the effective date of the termination; (b) you will immediately pay to us any Course Fees and other amounts that have accrued prior to the effective date of the termination; (c) any and all liabilities accrued prior to the effective date of the termination will survive; (d) you will provide us with a written certification that all use of the Service by you has been discontinued; and (e) Sections and Subsections 1, 2.3, 2.5, 2.6, 4.5, 5.1, 5.3, 6.3, 8, 9 and 10 will survive termination.
5. CONFIDENTIAL INFORMATION
5.1 Confidential Information. “Confidential Information” means non-public confidential and proprietary information, know-how, and trade secrets in any form and any other information a reasonable person should understand to be confidential, which is disclosed by us. You agree to take reasonable care, to prevent the unauthorized duplication or disclosure of the Confidential Information to third parties without our prior written consent. Upon our written request, or in any event upon any termination or expiration of this Agreement, you will return to us or destroy all materials, in any medium, to the extent containing or reflecting any Confidential Information.
5.2 Data Transmission. You acknowledge that use of the Service may involve the transmission of Your Data and other communications over the Internet and other networks, and that such transmissions could potentially be accessed by unauthorized parties. You must protect your Authorized User login names and passwords from access or use by unauthorized parties and you are solely responsible for any failure to do so.
5.3 Your Data. Your Data is your property. We are not responsible for the (a) availability, accuracy, appropriateness, or legality of Your Data or any other information you may access, upload or download using the Service; or (b) any results from use of Your Data in connection with the Service. You grant us a non-exclusive, perpetual, worldwide, irrevocable, royalty-free license to use, copy, transmit, sub-license, index, store, aggregate, and display Your Data as required to provide or perform the Service and to reproduce, publish, display, and distribute de-identified, aggregated information derived from Your Data or from your use of the Service for any lawful purpose, including but not limited to improving our products and services, developing new products or services, and developing, displaying, and distributing benchmarks and similar reports, provided that any such data is not publicly identified or identifiable as originating with or associated with you or any individual person.
6. WARRANTIES AND DISCLAIMER
6.1 Mutual Warranties. Each party represents and warrants to the other that: (a) this Agreement constitutes a valid and binding agreement enforceable against such party in accordance with its terms; and (b) no authorization or approval from any third party is required in connection with such party’s execution and delivery of this Agreement or any Course Order, or performance of this Agreement.
6.2 Our Warranty. We warrant that the Course Materials as delivered to you will materially conform to the specifications set forth in the applicable Course Order, during the term of the Course Order. You must notify us of a claim under this warranty within 30 days of the date on which the condition giving rise to the claim first appears. To the extent permitted by law, your sole and exclusive remedy arising out of or in connection with a breach of warranty is limited to correction of the non-conforming Course Materials, or if correction is not commercially reasonable, termination of the applicable Course Order and a refund of any prepaid unused fees for the applicable Course Materials.
6.3 Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION, NEITHER PARTY MAKES ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICE. WE DO NOT WARRANT THAT THE SERVICE IS ERROR-FREE OR THAT OPERATION OR USE OF THE SERVICE WILL BE SECURE OR UNINTERRUPTED. WE EXERCISE NO CONTROL OVER AND EXPRESSLY DISCLAIM ANY LIABILITY ARISING OUT OF OR BASED UPON THE
RESULTS OF USE OF THE SERVICE. WE MAKE NO REPRESENTATION OR WARRANTY ABOUT THE SUITABILITY OF THE SERVICE TO YOUR PERSONAL, BUSINESS OR FINANCIAL CIRCUMSTANCE AND OUR SERVICE IS NOT TAILORED TO YOUR SPECIFIC FINANCIAL SITUATION. YOU ASSUME ALL RISK IN CONNECTION WITH ANY USE BY YOU OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, ALL RISKS OF FINANCIAL LOSSES OF ANY KIND WHATSOVER. YOU AGREE THAT WE ARE NOT YOUR FINANCIAL, TAX OR INVESTMENT ADVISORS AND WE HAVE NO LIABILITY OF ANY KIND WITH REPSECT TO YOUR FINANCIAL SITUATION.
7. INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION
7.1 Defense of Infringement Claims. We will, at our expense, either defend you from or settle any claim, proceeding, or suit brought by a third party (“Claim”) against you alleging that your use of the Service infringes or misappropriates any patent, copyright, trade secret, trademark, or other intellectual property right. You must (a) give us prompt written notice of the Claim; (b) grant us full and complete control over the defense and settlement of the Claim; (c) provide assistance in connection with the defense and settlement of the Claim as we may reasonably request; and (d) comply with any settlement or court order made in connection with the Claim. You will not defend or settle any Claim under this Section 7.1 without our prior written consent. You may participate in the defense of the Claim at your own expense and with counsel of your own choosing, subject to our sole control over the defense and settlement of the Claim as provided above.
7.2 Indemnification of Infringement Claims. We will indemnify you from and pay: (a) all damages, costs, and attorneys’ fees finally awarded against you in any Claim under Section 7.1; (b) all out-of-pocket costs, including reasonable attorneys’ fees reasonably incurred by you in connection with the defense of a Claim under Section 7.1 (other than attorneys’ fees and costs incurred without our consent after we have accepted defense of the Claim and expenses incurred pursuant to the last sentence of Section 7.1); and (c) all amounts that we agree to pay to any third party to settle any Claim under Section 7.1.
7.3 Exclusions from Obligations. We have no obligation under this Section 7 for any infringement or misappropriation to the extent that it arises out of or is based upon (a) use of the Service in combination with other products or services; (b) any aspect of the Service modified specifically for you; (c) use of the Service by you outside the scope of the rights granted in this Agreement; and (d) any modification of the Service not made by us (collectively, “Excluded Claims”).
7.4 Infringement Remedies. In the defense or settlement of any infringement Claim, we may, at our sole option and expense: (a) procure for you a license to continue using the Service; (b) replace or modify the allegedly infringing part of the Service to avoid the infringement; or (c) if the foregoing are not commercially feasible in our sole judgment, then terminate your license and access to the Service and refund any prepaid, unused Service fees as of the date of termination. This Section 7 states our sole and exclusive liability, and your sole and exclusive remedy, for the actual or alleged infringement or misappropriation of any third-party intellectual property right by the Service.
8. INDEMNIFICATION
8.1 Defense. You will defend us from any actual or threatened third-party Claim arising out of or based upon (a) use of the Service by you not in accordance with the terms of this Agreement; (b) any dispute between you and another user of the Services or third party; and (c) any Excluded Claims. We will give you prompt written notice of the Claim and provide assistance in connection with the defense and settlement of the Claim as you may reasonably request. We may participate in the defense of any Claim at our own expense and with counsel of our own choosing.
8.2 Indemnification. You will indemnify us from and pay: (a) all damages, costs, and attorneys’ fees finally awarded against us in any Claim under Section 8.1; (b) all out-of-pocket costs, including reasonable attorneys’ fees incurred by us in connection with the defense of a Claim under Section 8.1 (other than attorneys’ fees and costs incurred without your consent after you have accepted defense of the Claim); and (c) all amounts that you agree to pay to any third party to settle any Claim under Section 8.1.
9. LIMITATIONS OF LIABILITY
9.1 Disclaimer of Indirect Damages. TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS OR LOSS OF BUSINESS ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF THE PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
9.2 Cap on Liability. TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID BY YOU UNDER THIS AGREEMENT DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT YOUR OBLIGATION TO PAY ANY FEES UNDER THIS AGREEMENT OR ANY COURSE ORDER, OR LIMIT YOUR LIABILITY FOR YOUR VIOLATION OF THE SERVICE USE RESTRICTIONS PROVIDED IN THIS AGREEMENT (OR FOR THOSE OF YOUR AUTHORIZED USERS) OR FOR YOUR INFRINGEMENT OR MISAPPROPRIATION OF OUR INTELLECTUAL PROPERTY RIGHTS.
9.3 Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY US TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
10. MISCELLANEOUS
10.1 Access by Competitors. You (or any Authorized User) may not access the Service if you are our direct competitor, except with our prior written consent. In addition, you (or any Authorized User) may not access the Service for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purpose.
10.2 Relationship. We will be and act as an independent contractor in the performance of this Agreement. You are not a client of us and you are receiving the Course Materials for educational purposes. No partnership, employment or agency relationship exists between us.
10.3 Publicity. We reserve the right to use your name and trademark as a reference for marketing and promotional purposes on our website and in other communications with our existing and prospective customers. If you do not want to be listed as a reference for the Service, you can send an email to the address specified in Section 10.15 stating that you do not want to be identified as a reference.
10.4 Assignment and Delegation. You may not assign any of your rights or delegate any of your obligations under this Agreement (in whole or in part) without our prior written consent.
10.5 Subcontractors. We may use subcontractors or other third parties in carrying out our obligations under this Agreement and any Course Order. We remain responsible for all of our obligations under this Agreement.
10.6 Notices. Any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent by certified or registered mail, or overnight courier, return receipt requested, or by email to the appropriate party. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier, or if by email, upon receipt. Any notice shall be sent to us at the address set forth in Section 10.15 and we shall use the addresses associated with your account to send notice to you.
10.7 Force Majeure. Neither party will be liable for or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond its reasonable control, so long as that party uses all commercially reasonable efforts to avoid or remove the causes of non-performance.
10.8 Governing Law. This Agreement is governed by the state laws of Delaware and the federal laws of the United States. In any arbitration, action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
10.9 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
10.10 Waiver. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed as a waiver of the party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice the party’s right to take subsequent action. Exercise or enforcement by either party of any right or remedy under this Agreement will not preclude the enforcement by the party of any other right or remedy under this Agreement or that the party is entitled by law to enforce.
10.11 Modifications. We reserve the right, at our discretion, to change the terms of this Agreement on a going-forward basis at any time. Please check the terms of this Agreement periodically for changes. If a change materially modifies your rights or obligations, you will be required to accept the modified Agreement to continue to use the Service. Material modifications are effective upon your acceptance of the modified Agreement. Immaterial modifications are effective upon publication. Disputes arising under this Agreement will be resolved in accordance with the version of this Agreement that was in effect at the time the dispute arose.
10.12 Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the use of the Service under this Agreement is found to be illegal, unenforceable, or invalid, your right to use the Service will immediately terminate.
10.13 Headings. Headings are used in this Agreement for reference only and will not be considered when interpreting this Agreement.
10.14 Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter. If there is a conflict between the terms of these Terms of Service and a Course Order, the terms of the Course Order will control.
10.15 Contact. If you have any questions or comments about the Agreement, or your dealings with the Services, please contact us
by email sent to:
[email protected]