RETAIL MARKETING ACADEMY USER AGREEMENT
This User Agreement (hereinafter, the “Agreement”) is entered into by and between Retail Marketing Academy, LLC (hereinafter, “RMA”), and you, the purchaser and user of RMA’s services and products (hereinafter, the “User”). User expressly represents and warrants that: (i) User has read and understands this Agreement and will abide by all terms and conditions hereof; and (ii) the person signing this Agreement for and on behalf of User is authorized to do so and RMA may rely on such person’s signature without any further inquiry with respect thereto. This Agreement governs the relationship and all transactions between RMA and User.
• RMA has developed and maintains certain proprietary marketing, advertising, and educational information, processes, and/or products that provide unique and valuable information regarding online marketing. Certain portions of the proprietary information, processes, and/or products are provided free of charge, upon User’s registration with RMA, through the “My Recipe for Success” webinar (hereinafter, the “Webinar”). The remainder of the proprietary information, processes, and/or products are provided for a fee to users through the “Relationship Marketing Unleashed” program and other related programs and services (hereinafter, the “Paid Products”), such as business coaching services, other support services, and access to non-public portions of RMA’s website and closed Facebook group.
• User confirms that it is an individual or business enterprise engaged in retail activity and desires to use RMA’s proprietary information, processes, and/or products in accordance with the terms, conditions, and limitations outlined herein.
• The term “User” shall be defined in this Agreement as the purchaser and user of RMA’s services and products, as well as any employee of such person or entity.
• The term “person” shall be defined in this Agreement as any individual person, as well as any corporation, limited liability company, partnership, sole proprietorship, and/or any other entity of any kind.
NOW THEREFORE, in consideration of these recitals, User and RMA agree as follows:
1. Provided that User gives the requisite consideration as set forth in Paragraph 3 of this Agreement, and on such other terms and subject to such other conditions and limitations as are set forth in this Agreement, RMA hereby grants to User a non-exclusive, non-transferable right and license to use the Webinar and Paid Products. This license may be revoked by RMA if User violates any of the terms or conditions of this Agreement. In the event the license is so revoked, User shall not be entitled to a refund of any money paid to RMA.
2. Limitations on use by User. User shall not directly or indirectly: (a) copy, reproduce, modify, publish, or distribute the Webinar or Paid Products, in whole or in part, to any other person; (b) grant any sublicense or any sub-authorization, assign in whole or in part, or otherwise grant or purport to grant to any person any right to obtain, use, exploit, copy, publish, or distribute the Webinar or Paid Products, in whole or in part, to any other person; or (c) display the Webinar or Paid Products, in whole or in part, on any website or publication. User shall not use the name of RMA without RMA’S prior written consent. User shall retain any and all notices, limitations, disclaimers and copyright notices attached to the Webinar and/or Paid Products, shall not alter the Paid Products, and shall not use any portion of the Webinar or Paid Products in connection with any proxy, proxy statement, proxy soliciting material, prospectus, Securities Registration Statement, or similar document without the express written consent of RMA. In accordance with the License granted in Paragraph 1, above, User will be given an account and certain login privileges on RMA’s website, as well as privileges with respect to a private Facebook group operated by RMA. User may not permit any person to have access to its account or any of its privileges unless such person is an officer or employee of User.
3. In consideration for the license granted by RMA with respect to the Webinar, User agrees to register with RMA, and in consideration for the license granted by RMA with respect to the Paid Products, User agrees to pay RMA the purchase price listed on RMA’s website for the particular package of Paid Products selected by User, as well as any and all applicable federal, state, or local excise, sales, use, and/or other taxes, and User also agrees to abide by the Website Terms & Conditions, which are set forth in Part II of this Agreement. After paying the applicable purchase price for the Paid Products, User will have 48 hours in which to request a refund of the purchase price. The refund period terminates on September 24, 2015 at noon Pacific time. To be fair and consistent across the board, there will be no exceptions. If User requests a refund for any reason at all during this 48-hour period, the entire purchase price will be refunded to User. Upon the occurrence of a refund, User’s license to use any of the Paid Products will terminate. A refund will not, however, nullify or terminate this Agreement. User will still be bound by all terms of this Agreement after a refund of the purchase price is given to User. During the 48-hour refund period, User will have access to some, but not all, of the Paid Products.
4. User agrees that any reliance upon the Webinar and/or Paid Products is entirely at the discretion and risk of User. User acknowledges that (a) any collection and compilation of information of the kind included in the Webinar and Paid Products entails the possibility of some human and machine errors, omissions, delays, interruption and losses. ACCORDINGLY, USER ACKNOWLEDGES AND AGREES THAT ALL MATERIALS AND SERVICES PROVIDED TO IT BY RMA, INCLUDING, BUT NOT LIMITED TO, THE WEBINAR AND PAID PRODUCTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, RMA MAKES NO WARRANTIES THAT: (A) THE WEBINAR AND/OR PAID PRODUCTS WILL MEET USER’S REQUIREMENTS; (B) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY USER FROM RMA WILL MEET USER’S EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS, OR DEFECTS.
5. Limitation of Liability. RMA, ITS OFFICERS, AFFILIATES, AND EMPLOYEES SHALL HAVE NO LIABILITY FOR ANY CONSEQUENTIAL, INDIRECT, PUNITIVE, INCIDENTAL OR SPECIAL DAMAGES RELATING TO OR ARISING OUT OF IN ANY WAY THE WEBINAR AND/OR PAID PRODUCTS, OR ANY TRANSACTION PERFORMED OR UNDERTAKEN UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER FORESEEABLE OR UNFORESEEABLE (AND WHETHER OR NOT SUCH PARTY OR ANYONE ELSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED UPON LOST GOODWILL, LOST PROFITS, LOSS OF DATA OR INTERRUPTION IN ITS USE OR AVAILABILITY, STOPPAGE OF WORK OR OTHERWISE, WHETHER ARISING OUT OF BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY IN TORT OR OTHERWISE, AND WHETHER BASED ON ANY PROVISION OF THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE PARTIES. USER SHALL DEFEND AND INDEMNIFY RMA, AS WELL AS ITS OFFICERS AND EMPLOYEES, FROM ANY SUCH LIABILITY. FURTHER, AND WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL RMA’S TOTAL LIABILITY FOR A CLAIM OF ANY KIND, REGARDLESS OF THE FORUM IN WHICH ANY ACTION MAY BE BROUGHT, EXCEED THE TOTAL AMOUNT THAT USER HAS PAID TO RMA.
6. Periodic Changes to Webinar and/or Paid Products. User agrees that, from time to time, RMA may make editorial, analytical, or aesthetic changes to the Webinar and/or Paid Products and that RMA shall have no obligation to notify User of the changes.
7. Limitation of Obligations. User agrees that RMA shall have no obligations to User or any other party except as set forth herein.
8. This Agreement shall be governed by, and interpreted and construed in accordance with, the laws of the Commonwealth of Kentucky, without giving effect to any conflict of law rules. This Agreement is not intended to benefit any third party and the parties do not intend to create any third party beneficiary rights under this Agreement. Neither party will be liable to the other party for any default or delay in the performance of its obligations hereunder (other than its obligation to pay any monies owed to the other party or any third party) if the default or delay is caused by circumstances or conditions that are beyond such party’s reasonable control. If any provision of this Agreement is held invalid or unenforceable for any reason, such provision shall be deemed to apply only to the minimum extent permitted by law, and the remainder of this Agreement shall remain valid and enforceable in accordance with its terms. No failure or delay on the part of any party hereto to exercise any right, power or remedy shall operate as a waiver thereof. Each party acknowledges that it has had the opportunity to review this Agreement with legal counsel of its choice, and there will be no presumption that ambiguities will be construed or interpreted against the drafter.
9. User agrees that any disputes between it and RMA must be submitted to binding arbitration before a single arbitrator proceeding under the American Arbitration Association’s rules for commercial arbitration, and that such arbitration shall occur in Murray, Kentucky. In any arbitration or other proceeding between RMA and User, the costs and fees of arbitration, not including attorneys’ fees, shall be allocated by the arbitrator, and the prevailing party shall be entitled to an award of its reasonable attorneys’ fees incurred in resolving such dispute and to enforce any final judgment or order. User and RMA specifically agree to use this arbitration procedure in place of any rights they otherwise would have had to submit to a court or jury any dispute between them.
10. Full Expression of the Parties’ Intent. This Agreement constitutes the full and complete Agreement between RMA and User with respect to the subject matter thereof and supersedes any previous agreements as to such subject matter. No changes, amendments, or modifications to this Agreement shall be binding unless set forth in a writing duly executed by the parties.
11. Fees. The fees for Relationship Marketing Unleashed are the following three options: 1 payment of $1,300 (due today), four monthly payments of $425 or eight monthly payments of $250. If you select the four payment option, you will pay $425 today, and $425 each month for an additional four months from the date of purchase, for a total payment of $1,700. If you select the eight payment option, you will pay $250 today, and $250 each month for an additional eight months from the date of purchase, for a total payment of $2,000. If you choose to pick this option, you are responsible for all 4 or 8 payments.
12. Methods of Payment. If the User elects to pay by monthly installments, Client authorizes RMA to charge User’s credit card or debit card. If User elects to pay in FULL, User may pay by credit card or debit card.
Website Terms & Conditions
1. User’s Acknowledgment and Acceptance of Website Terms & Conditions. Among the Paid Products that are available to User in exchange for the fee mentioned in Paragraph 3, above, are access to the non-public portions of RMA’s website (hereinafter, the “Site”) and the closed Facebook group (hereinafter, the “Group”). If User chooses to take advantage of these particular Paid Products, User agrees to and abide by the Terms & Conditions set forth in this Part II of the Agreement (hereinafter, the “Terms & Conditions”). BY ACCESSING THE SITE AND/OR THE GROUP, USER AGREES TO BE BOUND BY the Terms & Conditions set forth in this Part II of the Agreement.
2. Changes to Website Terms & Conditions. RMA reserves the right to change the Terms & Conditions from time to time without notice to users. You acknowledge and agree that it is your responsibility as a user of this website to review the Site and the Group and the Terms & Conditions periodically and to be aware of any modifications. Your continued use of the Site and/or the Group after such modifications will constitute your acknowledgment of the modified Terms & Conditions and your agreement to abide by and be bound by the modified Terms & Conditions.
3. Right to Modify or Discontinue. RMA reserves the sole right to either modify or discontinue the Site and/or the Group, including any features therein, at any time with or without notice to User. RMA shall not be liable to User or any third party should it exercise such right.
4. User understands and agrees that the Paid Products available on the Site and/or Group are provided “AS IS” and that RMA assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. THE SITE AND/OR GROUP COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. RMA MAY MAKE CHANGES TO THE SERVICES AND MATERIALS AT THIS SITE AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THE SITE AND/OR GROUP MAY BE OUT OF DATE, AND RMA MAKES NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES. THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THE SITE AND/OR GROUP IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. CONTENT AVAILABLE THROUGH THE GROUP MAY REPRESENT THE OPINIONS AND JUDGMENTS OF A USER, OR OTHER PERSON OR ENTITY NOT CONNECTED WITH RMA. RMA DOES NOT ENDORSE, NOR IS RMA RESPONSIBLE FOR, THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANYONE ON OR THROUGH THE GROUP OTHER THAN AN AUTHORIZED RMA SPOKESPERSON SPEAKING IN HIS/HER OFFICIAL CAPACITY.
5. RMA takes the privacy of its Users’ information very seriously and will use the information given only in accordance with this Agreement. As a result, RMA will not sell, rent, or share personally identifiable information or a list of RMA customers to third parties. However, as described in more detail below, there are limited circumstances in which some of a User’s information will be shared with third parties, under strict limitations.
6. Log Files. Like most standard website servers, RMA uses log files. This includes, but may not be limited to, Internet protocol (IP) addresses, browser type, internet service provider (ISP), referring/exit pages, platform type, date/time stamp, and number of clicks. User consents to RMA’s use of such log files.
7. As set forth above in Paragraph 3 of this Agreement, User must register with RMA ) in order to become a licensed User of the Webinar. Registration entails providing RMA with User’s contact information (such as name, e-mail, and address). This contact information is used to prepare for such events and to communicate with and provide services to the User. Financial information (such as credit card information) is securely collected and used by RMA vendor, PayPal. RMA does not retain credit card information provided by the user for online registrations and/or purchases.
8. Customer Service. RMA communicates with users on a regular basis to provide requested services. In regards to issues relating to their account, RMA personnel reply via e-mail or phone, in accordance with the user’s wishes.
9. User Tracking. RMA does not track Users’ viewing preferences.
10. Newsletters, Special Offers, and Updates. RMA may periodically send newsletters, special offers, updates, solicitations and/or information on products or services to Users. Out of respect for the privacy of RMA’s Users, RMA presents the option to not receive these types of communications from RMA. Please see the Choice and Opt-Out section in Paragraph 21, below, for further details.
11. Choice/Opt-Out. Users who no longer want to receive newsletters, RMA may periodically send newsletters to Users special offers, updates, solicitations and/or information on products or services from RMA may opt out by clicking the “Unsubscribe” link in e-mails from RMA.
12. Third-Party Sites and Information. RMA does not permit third-party advertising on the Site. However, the Site and/or Group may contain links to other sites on the Internet or otherwise include reference to information, documents, software, materials and/or services provided by other parties. These sites may contain information or material that some people may find inappropriate or offensive. These other sites and parties are not under RMA’s control, and User acknowledges that RMA is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor is RMA responsible for errors or omissions in any references to other parties or their products and services. The appearance and/or inclusion of such a link or reference does not imply endorsement of, or association with, the site or party by RMA, or any warranty of any kind, either express or implied.
13. The Site takes commercially reasonably precautions to protect users’ information. However, the transmission of data over the Internet cannot be guaranteed to be completely secure. Please note that through RMA’s relationship with PayPal, sensitive financial information (e.g., credit card numbers and expiration dates) related to online registrations and purchases is not transmitted to RMA and is not held in RMA’s records. Additionally, all of the Users’ information is restricted within RMA. Only authorized RMA employees and/or contractors are granted access to personally identifiable information. If users have any questions about the security on RMA’s website, users can send an email posing such questions to firstname.lastname@example.org.
14. Copyright Policy. RMA respects others’ intellectual property rights and we ask that users do too. RMA will respond to notices of alleged copyright infringement if they comply with the law and are properly provided to us. Such notices should be reported pursuant to RMA’s Copyright Policy which is set forth below in Part III of this Agreement. RMA reserves the right to delete or disable content alleged to be infringing and to terminate repeat infringers.
16. Conduct on Site and Group. User’s use of the Site and Group is subject to all applicable laws and regulations and User is solely responsible for the contents of User’s communications through the site. By posting information in or otherwise using any communications service, chat room, message board, newsgroup, software library, or other interactive service that may be available through the Site and/or Group, User agrees not to upload, share, post, or otherwise distribute or facilitate distribution of any content – including text, communications, software, images, sounds, data or other information – that:
17. Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, or otherwise violates RMA’s rules and policies;
1. contains profanity, or obscene or otherwise objectionable content;
2. Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability;
3. Infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
4. Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
5. Contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
6. Impersonates any person or entity, including any of RMA’s employees or representatives.
RMA neither endorses nor assumes any liability for the contents of any material uploaded or submitted by users of the Site and/or Group. RMA generally does not pre-screen, monitor, or edit the content posted by users of communications services, chat rooms, message boards, newsgroups, software libraries, or other interactive services that may be available on or through the Site and/or Group. However, RMA and RMA’s agents have the right, at RMA’s sole discretion, to remove any content that, in RMA’s judgment, does not comply with the Terms & Conditions and any other rules of user conduct for the Site and/or Group, or is otherwise harmful, objectionable, or inaccurate. RMA is not responsible for any failure or delay in removing such content.
1. Upon a request by RMA, User agrees to defend, indemnify, and hold harmless RMA and its affiliates from all liabilities, claims, and expenses, including attorney’s fees, which arise from User’s misuse of the Site and/or Group.
2. Security and Password. User is solely responsible for maintaining the confidentiality of User’s password and account and for any and all statements made and acts or omissions that occur through the use of User’s password and account. User may not transfer or share User’s account with anyone, and RMA reserves the right to immediately terminate your account in the event of any unauthorized transfer or sharing thereof.
3. International Use. Although the Site and/or Group may be accessible worldwide, RMA makes no representation that materials on the Site and/or Group are appropriate or available for use in locations outside of the United States, and accessing them from territories where their contents are illegal is prohibited. Users who choose to access the Site and/or Group from other locations do so on their own initiative and are responsible for compliance with local laws.
4. Termination of Use. User agrees that RMA may, in its sole discretion, terminate or suspend User’s access to all or part of the Site and/or Group upon a violation of any part of this Agreement. Upon termination or suspension, User’s right to use the services available on the Site and/or Group immediately ceases, and you acknowledge and agree that RMA may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Site and/or Group. RMA shall not be liable to User or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by RMA due to User’s violation of any part of this Agreement.
5. Governing Law and Forum Selection. The Site and Group are controlled by RMA in its office within the Commonwealth of Kentucky in the United States of America, but the Site and Group can be accessed from all 50 states, as well as from other countries around the world. As each of these places has laws that may differ from those of Kentucky, by accessing the Site and/or Group, User agrees that the statutes and laws of the Commonwealth of Kentucky, without regard to conflicts of laws principles, will apply to all matters relating to the use of the Site and/or Group, the purchase of products and services available through this site, and any agreements entered into between RMA and the User.
6. Users may not assign their rights and obligations under the Terms & Conditions to any party, and any attempt to do so will be null and void. If any part of the Terms & Conditions is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
RMA Copyright Policy in accordance with the DMCA
1. RMA may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of Users who infringe the intellectual property of others. In an effort to protect the intellectual property rights of others, RMA has adopted the following policy in accordance with Section 512 of the Digital Millennium Copyright Act (“DMCA”) with respect to alleged copyright infringement by users of its Site and/or Group:
1. Procedure for Reporting Copyright Infringements. If you believe that material residing on or accessible through the Site and/or Group infringes your copyright, you may provide RMA with a
written notice of the alleged infringement to the Designated Agent listed below. The notice must include the following information:
2. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
3. Identification of the copyrighted work claimed to have been infringed;
4. Identification of the material that is claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit RMA to locate the material;
5. Information reasonably sufficient to permit RMA to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the
complaining party may be contacted;
6. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
7. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
2. Removal of Allegedly Infringing Material. Once a proper infringement notice is received by the Designated Agent, RMA may remove or disable access to the allegedly infringing material. RMA will make reasonable attempts to notify the User that RMA has removed or disabled access to the material. RMA may terminate access to the Site and Group to Users who are repeat offenders.
3. Counter-Notice Procedure. If a User believes that their material that was removed or to which access was disabled is not infringing upon a copyright, that User must send a counter-notice to the Designated Agent, pursuant to 512(g)(2) and (3) of the Digital Millennium Copyright Act. The counter-notice must contain the following information:
1. A physical or electronic signature of the User;
2. The location at which the material appeared before it was removed or access to it was disabled;
3. A statement under penalty of perjury that the User has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or
4. The User’s name, address, and telephone number, and a statement that the User consents to the jurisdiction of Federal District Court for the judicial district in which the address is located,
or if the User’s address is outside of the United States, for any judicial district in which RMA may be found, and that the User will accept service of process from the person who provided
notification under subsection (c)(1)(C) or an agent of such person.
If a counter-notice is received by the Designated Agent, RMA may send a copy of the counter-notice to the original complaining party informing that person that RMA may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the User, the removed material may be replaced or access to it restored after receipt of the counter-notice in accordance with the DMCA.
Designated Agent to Receive Notification of Claimed Infringement. RMA’s Designated Agent to submit Notifications of Claimed Infringement and Copyright Counter-Notices is:
2106 Southwest Drive
Murray, KY 42071