Coaching Package Agreement
Effective Date: January 16th, 2021
THE AGREEMENT: This Coaching Package Agreement (hereinafter called the "Agreement") is provided by the following organization, hereinafter referred to as "Company": GroupTrack LLC. The Agreement is a legal document between you and the Company that describes the Coaching Package relationship we are entering into. This Agreement covers your responsibilities as a subscriber and our responsibilities to you. Please ensure you read and understand the entirety of this document, as well as have a lawyer's assistance if you desire, because each of the terms of this Agreement are important to our working relationship. By entering into this agreement you also agree to be bound by all terms and conditions listed here: https://www.grouptrackcrm.com/GTLLCTerms
The parties referred to in this Agreement shall be defined as follows:
a) Company, Us, We: As we describe above, we'll be referred to as the Company. Us, we, our, ours and other first-person pronouns will also refer to the Company, as well as all employees or legal agents of the Company.
b) You, the Subscriber: You will be referred to as the "Subscriber." You'll also be referred to throughout this Agreement with second-person pronouns such as You, Your, or Yours.
c) Parties: Collectively, the parties to this Agreement (the Company and You) will be referred to as "Parties" or individually as "Party."
d) Coaching Package Program: The program we've set up for our Coaching Package Subscribers as described in this Agreement.
e) Coaching Package Program Application: The fully completed form which must be provided to us for consideration of your inclusion in the Coaching Package Program.
f) Website: The primary website we've noted above will be referred to as Website.
2) ASSENT & ACCEPTANCE
By submitting an application to our Coaching Package Program, you warrant that you have read and reviewed this Agreement and that you agree to be bound by it. If you do not agree to be bound by this Agreement, please leave the website immediately and do not submit an application to our Coaching Package Program. This Agreement specifically incorporates by reference any Terms of Conditions, Privacy Policies, End-User License Agreements, or other legal documents which we may have on our website.
3) AGE RESTRICTION
You must be at least 18 (eighteen) years of age to join our Coaching Package Program or use this Website. By submitting an application to our Coaching Package Program, you represent and warrant that you are at least 18 years of age and may legally agree to this Agreement. The Company assumes no responsibility or liability for any misrepresentation of your age.
4) PROGRAM SIGN-UP
In order to sign up for our Coaching Package Program, you will first be asked to submit a Coaching Package Application to join. The Coaching Package Application may be found at the following website: https://www.grouptrackcrm.com/c2caffiliate
Submitting a Coaching Package Application does not guarantee inclusion in the Coaching Package Program. We evaluate each and every application and are the sole and exclusive decision-makers on Coaching Package acceptance. If we choose not to allow your inclusion in the Coaching Package Program, we will attempt to notify you in a reasonable manner. If you do not hear from us within a reasonable time frame, please consider your application rejected. We are not obligated to provide you any explanation for your rejection, but please be advised we may reject applicants for any reason or manner, including but not limited to a website or social media page which violates our Acceptable Use Policy.
If your Coaching Package Application is rejected, you may reapply. If your Coaching Package Application is accepted, each of the terms and conditions in this Agreement applies to your participation. We may also ask for additional information to complete your Coaching Package Application or for you to undertake additional steps to ensure eligibility in the Coaching Package Program.
This Agreement does not create an exclusive relationship between you and us. You are free to work with similar program providers in any category. This agreement imposes no restrictions on us to work with any individual or company we may choose.
6) Coaching Package PROGRAM
After your acceptance in the Coaching Package Program, you must ensure your account is set up thoroughly, including specific payment information and location. You will be billed via monthly automatic payments and by purchasing this program you agree to have GroupTrack LLC automatically charge your card on file.
Please be advised the below is a general description of the Coaching Package Program. Everything contained in this subsection is subject to the specific terms and conditions throughout the rest of this Agreement.
We will provide you with an additional function via installing “Tools” onto your active Grouptrack CRM account. This tool is where you will create your “stages, snippets and tags” and be able to generate “codes” you can provide to your clients.
If your account goes inactive or the payment of your “Coaching Package” is unpaid, you will immediately lose access to the Tool and become unable to generate or share future codes.
7) SPECIFIC TERMS APPLICABLE
In order to be eligible to have the Coaching Package:
a) Must agree that all materials added into the tool and provided to clients is your intellectual property and is not violating any IP laws.
b) Must agree to not solicit any GroupTrack CRM subscribers or Group Members in any way.
c) May not be provided to users or purchased by a customer in violation of any of our legal terms or Acceptable Use Policy;
f) May not be fraudulent in any way, in the Company's sole and exclusive discretion;
GroupTrack LLC and GroupTrack Technologies do not promise 100% up-time. From time to time, GroupTrack CRM may have outages that can impact your ability to share codes or for your clients to redeem them.
10) TERM, TERMINATION & SUSPENSION
The term of this Agreement will begin when we accept you into the Coaching Package Program. It can be terminated by either Party at any time with or without cause.
Cancellation and Refunds
If you cancel your subscription, it will terminate on the last day of the current billing cycle. There are no refunds or prorated adjustments.
We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material.
At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
11) INTELLECTUAL PROPERTY
You agree that the intellectual property owned by the Company includes all copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to the Company ("Company IP").
Subject to the limitations listed below, we hereby grant you a non-exclusive, non-transferable, revocable license to access our websites in conjunction with the Coaching Package Program and use the Company IP solely and exclusively in conjunction with identifying our company and brand on the Site to send customers to the links we provide.
You agree that you will not add build any content using the “tool” to build codes that violates our Intellectual Property of what is included in the Facebook Group (https://www.facebook.com/groups/GroupTrackCRM) or in the program, “Connections to Clients (www.grouptrackcrm.com/strategy).
We may revoke this license at any time and if we find that you are using the Company IP in any manner not contemplated by this Agreement, we reserve the right to terminate this Agreement.
Other than as provided herein, you are not permitted to use any of the Company IP or any confusingly similar variation of the Company IP without our express prior written permission. This includes a restriction on using the Company IP in any domain or website name, in any keywords or advertising, in any metatags or code, or in any way that is likely to cause consumer confusion.
Please be advised that your unauthorized use of any Company IP shall constitute unlawful infringement and we reserve all of our rights, including the right to pursue an infringement suit against you in federal court. You may be obligated to pay monetary damages or legal fees and costs.
12) MODIFICATION & VARIATION
The Company may, from time to time and at any time, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement. If we update or replace the terms of this Agreement, we will let you know via electronic means, which may include an email. If you don't agree to the update or replacement, you can choose to terminate this Agreement as described below.
a) To the extent any part or subpart of this Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
b) You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to clear your cache when doing so to avoid accessing a prior version of this Agreement.
13) RELATIONSHIP OF THE PARTIES
Nothing contained within this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship. You are an independent contractor of the Company and will remain so at all times.
14) ACCEPTABLE USE
You agree not to use the Coaching Package Program or our Company for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Coaching Package Program in any way that could damage our websites, products, services, or the general business of the Company.
a) You further agree not to use the Coaching Package Program:
I) To harass, abuse, or threaten others or otherwise violate any person's legal rights;
II) To violate any intellectual property rights of the 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.
15) Coaching Package OBLIGATIONS
If we determine you are not in compliance with any of the terms of this Agreement, we have the right to immediately terminate your participation in the Coaching Package Program.
We require all of our Coaching Package subscribers to comply with all applicable statutes, regulations, and guidelines set by the federal government, through the Federal Trade Commission, as well as state and local governments as mandated.
We recommend that you seek independent legal counsel to advise you of our obligations to disclose in this manner.
16) REVERSE ENGINEERING & SECURITY
You agree 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 any of our websites or services;
b) Violate the security of any of our websites or services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.
17) DATA LOSS
The Company does not accept responsibility for the security of your account or content. You agree that your participation in the Coaching Package Program is at your own risk.
You agree to defend and indemnify the Company and any of its agents (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to your use or misuse of the Coaching Package Program, your breach of this Agreement, or your conduct or actions. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense, if the Company wishes.
19) SPAM POLICY
You are strictly prohibited from using the Coaching Package Program for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.
20) ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties with respect to the Coaching Package Program. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.
21) SERVICE INTERRUPTIONS
The Company may need to interrupt your access to theCoaching Package Program to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access may be affected by unanticipated or unscheduled downtime, for any reason, but that the Company shall have no liability for any damage or loss caused as a result of such downtime.
22) NO WARRANTIES
You agree that your use of the Coaching Package Program is at your sole and exclusive risk and that any services provided by us are on an "As Is" basis. The Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. The Company makes no warranties that the Coaching Package Program will meet your needs or that it will be uninterrupted, error-free, or secure. The Company also makes no warranties as to the reliability or accuracy of any information. You agree that any damage that may occur to you, through your computer system, or as a result of loss of your data from your use of the Coaching Package Program is your sole responsibility and that the Company is not liable for any such damage or loss.
23) LIMITATION ON LIABILITY
The Company is not liable for any damages that may occur to you as a result of your participation in the Coaching Package Program, to the fullest extent permitted by law. The maximum liability of the Company arising from or relating to this Agreement is limited to one hundred ($100) US Dollars. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.
24) GENERAL PROVISIONS:
A) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
B) JURISDICTION, VENUE & CHOICE OF LAW: Through your participation in the Coaching Package Program, you agree that California shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and the Company, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the following county: Riverside County, California. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.
C) ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following county: Riverside County. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of California. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by the Company will not be subject to arbitration and may, as an exception to this subpart, be litigated. The Parties, in agreement with this subpart of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
D) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.
E) SEVERABILITY: If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and subparts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
F) NO WAIVER: In the event that we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or subpart of this Agreement will not constitute a waiver of any other part or subpart.
G) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and subparts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
H) FORCE MAJEURE: The Company is not liable for any failure to perform due to causes beyond its 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.
I) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including email or fax. For any questions or concerns, please email us at the following address: [email protected]