Evergreen Business Accelerator Terms
Updated November 13, 2023
This Program Agreement (hereinafter, “Agreement”) is made by and between Visify LLC dba Thought Leaders Institute, a limited liability company, organized under the laws of the state of New York, hereinafter referred to as “Company,” and you, further defined below, as a participant in the Program, also defined below.
PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.
All parts and sub-parts of this Agreement are specifically incorporated by reference here. This Agreement shall govern the use of all pages and screens in and on the Program (all collectively referred to as “Program”) and any services provided by or on this Company through the Program (“Services”) and/or on the Company’s website, training portal and community portal (collectively referred to as our “Website”).
Article 1 – DEFINITIONS
The parties referred to in this Agreement shall be defined as follows:
I) Company, us, we: Company, as the creator, operator, and publisher of the Program, is responsible for providing the Program publicly. Company, us, we, our, ours and other first-person pronouns will refer to the Company, as well as, if applicable, all employees and affiliates of the Company.
II) You, the user, the participant: You, as the participant in the Program and user of the Website, will be referred to throughout this Agreement with second-person pronouns such as you, your, yours, or as user or participant.
III) Team Member: You are also entitled to enroll one additional Team Member for no additional program fee. This is limited to the following: a business partner who owns at least 25% of the same business, or a full-time or part-time W2 employee of your business. Freelancers, contractors, virtual assistants, or anyone not fully employed by you or with an ownership stake of at least 25% in your business are not eligible. Any enrolled Team Member is also bound by this Agreement and is included in any reference to “You”. However, you, as the signer of this Agreement and the primary participant, are fully financially responsible for any payments due. You must notify us in writing of the Team Member’s name, email address and role in the business. We may require proof before approving the Team Member for access to the Program.
IV) Parties: Collectively, the parties to this Agreement (Company and You) will be referred to as Parties.
V) Program: Evergreen Business Accelerator or Evergreen Business Accelerator Elite
Article 2 – ASSENT & ACCEPTANCE
By purchasing and participating in the 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 cease your participation in the Program immediately. If you do so after purchase, you will not be entitled to any refund. Company only agrees to provide the Program to you if you assent to this Agreement.
We reserve the right to update this Agreement at any time in accordance with Article 16 hereto.
Article 3 – PROGRAM TERMS
The Program does not have a structured start date, which means you may begin it at any time. Whether or not the Program has been completed, it will expire as specified upon purchase (the “Initial Term”). You may elect to renew this Agreement for successive terms by accepting our renewal offer prior to the expiration of the Initial Term (the Initial Term plus any subsequent terms, collectively referred to as the “Term”).
The Program and other materials which may assist in your participation in the Program (“Materials”) may not be shared with any party. If we suspect that the Program or Materials are being shared and/or that you have shared your log-in information with any party, we reserve the right to immediately terminate your access to the Program, in our sole and absolute discretion, with no refund of any payments made or release of your obligation to pay the balance in full.
Except as explicitly stated in this Agreement, and as further described in Article 20, we do not offer any promises or guarantees regarding our Program or Program Materials.
You hereby acknowledge and agree that:
A) You are solely and exclusively responsible for the choices that you make with regard to this Program, the Materials contained within it, or any significant changes to your business or life;
B) You are solely and exclusively responsible for your own mental health, physical health, business decisions, and any other actions you choose to take or refrain from taking;
C) We are not liable for any result or non-result or any consequences which may come about due to your participation in the Program;
D) We have made every effort to accurately represent the Program and its potential. However, each participant’s success will depend on many factors, including but not limited to participant’s background, dedication, strategy, and countless other factors, many of which may be out of our or your control. Because of this, we cannot and do not warrant, predict or guarantee results to you.
BY SIGNING THIS AGREEMENT, YOU ACKNOWLEDGE THAT THERE IS AN INHERENT RISK OF LOSS OF CAPITAL, AS IS THE CASE WITH ANY BUSINESS-RELATED AGREEMENT; FURTHERMORE, YOU ACKNOWLEDGE THAT THERE IS NO GUARANTEE MADE BY US, FINANCIAL OR OTHERWISE.
Article 4 – INTELLECTUAL PROPERTY; LICENSE TO USE WEBSITE & ACCESS PROGRAM MATERIALS
You agree that the Materials, the Program, the Website, and any other Services provided by the Company are the property of the Company, including all copyrights, trademarks, trade secrets, patents, and other intellectual property (“Company IP”). You agree that the Company owns all right, title and interest in and to the Company IP and that you will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or URLs, without express written permission from the Company.
We may provide you with certain information as a result of your accessing of the Program through the Website. Such information may include, but is not limited to, documentation, data, or information developed by us, as well as the Materials. Subject to this Agreement, we grant you a non-exclusive, limited, non-transferable and revocable license to use the Materials solely in connection with your participation in the Program and your use of the Website. The Materials may not be resold or transferred, and this license terminates upon the termination of this Agreement.
Article 5 – CONTENT YOU POST
Through your participation in the Program and your use of the Website, you may be permitted to post materials to the Program pages and other parts of the Website (“User Contributions”). You hereby grant Company a royalty-free, non-exclusive, worldwide license to copy, display, use, broadcast, transmit and make derivative works of User Contributions you post. The Company claims no further proprietary rights in your User Contributions.
You also agree to comply with the “Acceptable Use” provision of this Agreement for all User Contributions that you post, including and especially to not violate the intellectual property rights of any third party through your User Contributions.
If you feel that any of your intellectual property rights have been infringed or otherwise violated by the posting of information or media by another of our users, please contact us and let us know at [email protected].
Article 6 – USE OF VIDEO AND AUDIO; LICENSE
Company reserves the right to record all video and audio calls that are held in connection with the Program (the “Program Calls”). You grant to the Company the absolute and irrevocable right and unrestricted permission to use, publish, and share any such Program Calls with other participants in the Program, and to store such Program Calls indefinitely. You grant to the Company an unlimited, irrevocable license to use, publish, and store the Program Calls as described in this Article, for any purpose the Company shall choose. You further release, discharge, indemnify, and hold harmless the Company from any and all claims and demands arising out of or in connection with the use of the Program Calls, including without limitation any and all claims for libel, slander, invasion of privacy, or false light, and from any and all liability for damages of whatever kind in connection therewith.
Article 7 – YOUR OBLIGATIONS
As a participant in the Program, you will be asked to register with us. When you do so, you will choose a user name, which may be your email address or another term, as well as a password. You may also provide personal information, including, but not limited to, your name, email, phone number and photo. You are responsible for ensuring the accuracy of this information. This identifying information will enable you to participate in the Program. You must not share such identifying information with any third party, and if you discover that your identifying information has been compromised, you agree to notify us immediately in writing. Email notification will suffice. You are responsible for maintaining the safety and security of your identifying information as well as keeping us apprised of any changes to your identifying information.
The billing information you provide us, including credit card, billing address and other payment information, is subject to the same confidentiality and accuracy requirements as the rest of your identifying information. Providing false or inaccurate information, or using the Program or the Website to further fraud or unlawful activity is grounds for immediate termination of this Agreement.
Article 8 – PAYMENT & FEES
Payments for the Program are due on the dates and in the amounts you agreed to when you purchased the Program. Any payment not received by the due date will result in a $30.00 late payment fee and suspension of your account, including access to course materials, community, and group or private calls, until payments are resumed, unless other arrangements have been mutually agreed upon between the Parties. Additionally, a monthly late fee of $100.00 will be assessed on unpaid balances every 30 (thirty) days. In the event that any late fee is deemed unenforceable, you will be charged interest on late payments at the lesser of (a) 15% per annum or (b) the maximum amount allowable by applicable law on any unpaid balances due.
We will only ever use your primary payment method for timely payments. However, you hereby authorize us to use any payment method on file, whether or not explicitly designated for payment of Program payments, to collect late balances, late fees, or chargeback-related fees.
You agree that you are responsible for full payment of all amounts due under this Agreement, whether or not you actually use the Program or the Services.
TO FURTHER CLARIFY, NO REFUNDS WILL BE ISSUED AND ALL PAYMENTS MUST BE MADE ON A TIMELY BASIS. BY SIGNING THIS AGREEMENT, YOU REPRESENT THAT PAYMENT OF FEES AS REQUIRED BY THIS AGREEMENT WILL NOT PLACE A SIGNIFICANT FINANCIAL BURDEN ON YOU.
Article 9 – CHARGEBACKS; DISPUTES
You agree that you will not dispute (“chargeback”) any charge made by the Company with your bank or credit card issuer. In the event that you dispute a charge with your bank or credit card issuer in violation of this Agreement, you acknowledge and agree that you will be responsible for full and timely payment of any expenses incurred by Company in responding to or otherwise contending with the dispute, including without limitation service charges, attorneys’ fees, court costs, and/or collection costs (as further described in Article 13).
Article 10 – ACCEPTABLE USE
You agree not to use the Program or the Website for any unlawful purpose or any purpose prohibited under this article. You agree not to use the Program or the Website in any way that could damage the Program, Website, Services, or general business of the Company.
You further agree not to use the Program or the Website:
I) To harass, abuse, or threaten others or otherwise violate any person’s legal rights, including employees of the Company and other Program members;
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.
Article 11 – NO LIABILITY
The Program and Website are provided for informational purposes only. You acknowledge and agree that any information posted in the Program, in the Materials, or on the Website is not intended to be legal advice, medical advice, or financial advice, and no fiduciary relationship has been created between you and us. You further agree that your participation in the Program is at your own risk. WE DO NOT ASSUME RESPONSIBILITY OR LIABILITY FOR ANY ADVICE OR OTHER INFORMATION GIVEN IN THE PROGRAM, IN THE MATERIALS, OR ON THE WEBSITE.
We are not liable for any damages that may occur to you as a result of your participation in the Program or your use of the Website, to the fullest extent permitted by law, as noted above. The maximum liability of Company arising from or relating to this Agreement is limited to the greater of one hundred ($100) US Dollars or the amount you paid to us in the last six (6) months. 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.
Article 12 – DATA LOSS
We do not assume or accept responsibility for the security of your account or content. You agree that your participation in the Program or use of the Website is at your own risk.
Article 13 – INDEMNIFICATION
You agree to defend and indemnify the Company and any of our affiliates (if applicable) and hold us harmless against any and all legal claims and demands, including (a) reasonable attorney’s fees, (b) any court costs or related expenses, and/or (c) any costs of collection, including without limitation reasonable attorney’s fees, which may arise from or relate to your participation in the Program, your use or misuse of the Website, your breach of this Agreement, or your conduct or actions. You agree that we shall be able to select our own legal counsel and may participate in our own defense, if we wish.
Article 14 – NON-DISPARAGEMENT
You agree not to intentionally make, or intentionally cause any other party to make, any public statement that is intended to criticize or disparage the Company, any of its affiliates, or any of our respective directors, officers, or managers, whether such statement is made orally, in writing, or otherwise. In the event that a dispute arises relating to or stemming from this Agreement, you agree that you will not announce or publicly disseminate any information with respect to the dispute, this Agreement, and/or Company in any manner.
Article 15 – SPAM POLICY
You are strictly prohibited from using Program for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.
Article 16 – MODIFICATION & VARIATION
We may, from time to time and at any time, modify this Agreement. You agree that we have 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. We will send notice of the amended Agreement to the most recent email address you have provided us. You acknowledge and agree that we are not responsible for your failure to receive any such notice due to your having provided us with an incorrect or outdated email address, your failure to provide us with an updated email address, or any such email being delivered to your spam or junk email folders. You are solely responsible for reading and understanding any notice of an amended version of this Agreement.
To the extent any part or sub-part 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.
Article 17 – ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties with respect to the Program. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.
Article 18 – SERVICE INTERRUPTIONS
We may need to interrupt your access to the Program to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access to the Program and/or Website may be affected by unanticipated or unscheduled downtime, for any reason, but that we shall have no liability for any damage or loss caused as a result of such downtime.
Article 19 – TERM, TERMINATION & SUSPENSION
We may terminate this Agreement with you at any time for any reason, with or without cause. 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 us or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. You may also terminate this Agreement at any time by contacting us and requesting termination. 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.
Please be advised that termination of this Agreement by either Party does not entitle you to a refund on any monies spent by you, and will not relieve you of any future payment obligations.
Article 20 – NO WARRANTIES
You agree that your participation in the Program and your use of the Website is at your sole and exclusive risk and that any Services provided by us are on an “As Is” basis. We hereby expressly disclaim 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. We make no warranties that the Program or Website will meet your needs or that the Program or Website will be uninterrupted, error-free, or secure. We also make no warranties as to the reliability or accuracy of any information in the Program or on the Website. 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 participation in the Program or your use of the Website is your sole responsibility and that we are not liable for any such damage or loss.
Article 21 – 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 Program and your use of the Website, you agree that the laws of 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 us, 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: Los Angeles, 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: Los Angeles. 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 the following state: 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 us will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
D) INJUNCTIVE RELIEF: You hereby acknowledge that a breach of Articles 4, 10, 14, and/or 15 of this Agreement would cause Company to suffer a loss which could not be adequately compensated for by damages and consents that in addition to any other remedy or relief available to it, Company may enforce the performance of the aforementioned Articles by injunction or specific performance upon application to a court of competent jurisdiction without proof of actual damages to Company and notwithstanding that damages may be readily quantifiable and you covenant that you will not plead sufficiency of damages as a defense to any proceeding for such injunctive relief brought by Company.
E) 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 Company, the rights and liabilities of Company will bind and inure to any assignees, administrators, successors, and executors.
F) SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
G) 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 sub-part of this Agreement will not constitute a waiver of any other part or sub-part.
H) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
I) NO AGENCY, PARTNERSHIP OR JOINT VENTURE: No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.
J) FORCE MAJEURE: We are not liable for any failure to perform due to causes beyond our 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.
K) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including e-mail. Both parties acknowledge and agree that this Agreement may be executed electronically, either by electronic signature or other electronic consent. For any questions or concerns, please email us at the following address: [email protected].