(a) This 60 Day Startup Nashville Challenge Services Agreement (this “Agreement”) governs the provision of services by 12South Marketing (“Service Provider” or “60 Day Startup”) to you (“Customer” or “You”) and are effective upon your submission of your registration for the Services and your payment of the Fees as outlined in Section 4.
(b) This Agreement is the entire agreement between You and 60 Day Startup, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between this Agreement and any advertisements or other communications regarding the Services, as defined below, this Agreement shall govern.
2. Services. Service Provider shall provide Customer eight in-person group consulting sessions at a time of the Service Provider's choosing and access to online supplemental materials consisting of one website template, eight downloadable workbooks, three video lessons, and a private support community. (the “Course”). The Course contains information on how to rapidly build a business with a unique product or service offering, define your target audience, and sell said product or service all according to the system created by Service Provider (the “Services”) in accordance with these Terms.
3. Term. Outside of the eight consulting sessions, the Services shall be provided online upon the effectiveness of this Agreement.
4. Fees and Payment. Customer shall pay a fee to the Service Provider in the amount of Five Hundred and Ninety Sever Dollars ($597.00) (the “Fee”) and shall be paid in one single payment beginning on the effectiveness of this Agreement. Each purchase comes with a "7-Day Money-Back Guarantee" entitling Customer to a full refund of the amount paid upon request before the date of program launch, March 1, 2019. Refund request must be communicated by email to email@example.com within seven (7) days of purchase and before the program initiation on March 1, 2019. A request for refund and the reason for the refund request must be submitted. The entirety of this agreement will continue to apply, any downloaded Course materials must be destroyed by Purchaser, and all access to the Course will be revoked upon refund request. Refund will be issued by crediting the payment method originally used to purchase the Course and generally takes 5 business days. After seven (7) days all sales are final and no refund of the Fee is allowed.
5. Intellectual Property. The Course and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Service Provider, its licensors, or any other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights (collectively, “Intellectual Property”). Service Provider hereby grants Customer a license to use the processes taught in the Course free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicenseable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Services.
6. Use Restrictions.
(a) Customer covenants not to reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material in the Course or of 60 Day Startup’ Intellectual Property.
(b) Customer covenants not to use the Intellectual Property to teach any other person the systems outlined in the Course, in whole or in part, for or without compensation.
(c) Customer covenants not to impersonate or attempt to impersonate the Service Provider or claim that Customer has worked on any projects of the Service Provider due to Customer’s participation in the Course.
(d) Customer covenants not to use the Course website in any way that could disable, overburden, damage or impair the site or interfere with any other party’s use of the site.
7. Termination. Service Provider shall have the right to terminate the Customer’s access to the Course, without refund, if the Customer violates any provision of this Agreement.
8. Disclaimer of Warranties. SERVICE PROVIDER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY THAT THE CUSTOMER WILL OBTAIN ANY SPECIFIC BENEFIT FROM CUSTOMER’S APPLICATION OF THE MATERIAL PROVIDED IN THE COURSE; OR (B) WARRANTY THAT SERVICE PROVIDERS RESULTS ARE GUARANTEED FOR CUSTOMER; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
9. Limitation of Liability.
(a) IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(b) IN NO EVENT SHALL SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO SERVICE PROVIDER PURSUANT TO THIS AGREEMENT.
10. Waiver. No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
11. Force Majeure. The Service Provider shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Service Provider including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
12. Assignment. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
13. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
14. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
15. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Utah without giving effect to any choice or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Utah.
16. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Tennessee in each case located in the City of Nashville and County of Davidson, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
17. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to each party at the email addresses provided during registration, or to such other address that may be designated by the receiving party in writing. Except as otherwise provided in this Agreement, a Notice is effective i) the day of receipt if received before 5:00pm, and ii) the following day if received after 5:00pm, calculated according to Tennessee's then current time.
18. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
19. Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Intellectual Property, Use Restrictions, Disclaimer of Warranties, Limitation of Liabilities, Assignment, Governing Law, Submission to Jurisdiction and Survival.
20. Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.