Agreement of Standard Terms and Conditions
[Applies to SUCCESSthINC, LLC, Phil Cicio and other programs as designated by SUCCESSthINC
(referred to collectively as the “Programs” or individually as a “Program”)]
This Agreement of Standard Terms and Conditions (the “Agreement”) and the applicable registration or order form (the “Registration Form”) for one or more of the Programs set forth the terms of the relationship between the SUCCESSthINC, LLC (dba Phil Cicio), a Massachusetts Limited Liability Corporation with offices located at Box 1012 Bellingham, MA 02019, USA, and you as the purchaser or consumer (“you”) as it relates to the Programs noted above and their associated websites, which are incorporated herein by reference. You and SUCCESSTHINC may be referred to in this Agreement collectively as “Parties” or individually as “Party.” By participating in one or more Programs you signify that you agree to the terms of this Agreement.
1. Term of Agreement. The term of this Agreement will begin upon SUCCESSTHINC’s acceptance of your enrollment in a Program (the “Effective Date”) and will end when terminated by either Party. Either you or SUCCESSTHINC may terminate this Agreement at any time, with or without cause, by giving the other Party written notice of termination. Termination will not, however, release either Party from any obligations that arose prior to the date of termination.
2. Payments for Program. In consideration of the products and services provided as part of the Program, you agree to pay SUCCESSTHINC the applicable amount(s) as described on the Registration Form for the Program. Program must be paid for in full before any products, services or other benefits of the Program will be provided to you, including sending materials or starter kits, attendance at in-person or online events, and/or scheduling or attending training sessions. In addition, if you deviate from any payment terms that may be agreed to by the Parties after the commencement of the Program, Program products and services may, in SUCCESSTHINC’s discretion, be suspended until payment is made. But suspension of Program products and services does not release you from responsibility for fulfilling all payment obligations.
3. Use of Information at Your Own Risk. You understand that SUCCESSTHINC is in the business of providing personal development training, products and services. You acknowledge and agree that you are not guaranteed to achieve any specific financial results or earn any specific amount of income by participating in one or more of the Programs. Information provided as part of the Programs is provided for your personal use. You use such information at your own risk and are solely responsible for any decisions and actions that result from your use of such information. SUCCESSTHINC does not provide psychological, investment or financial advice.
4. Warranty and Refund Policy. In consideration of the products and services provided as part of any Program we offer, you agree to pay SUCCESSTHINC the applicable amount(s) as described on the Registration Form for the Program. The Program must be paid for in full before any products, services or other benefits of the Program will be provided to you, including sending materials or starter kits, attendance at in-person events, and/or scheduling or holding coaching sessions. In addition, if you deviate from any payment terms that may be agreed to by you and SUCCESSTHINC after the commencement of the Program, all Program products and services will be suspended until payment is made. However, suspension of Program products and services does not release you from responsibility for fulfilling all payment obligations. If you are unable to attend a particular Program event for which you have already paid (e.g., a live online training), SUCCESSTHINC will allow you at no extra cost to attend a subsequent similar event, but no later than 12 months after the date of the original event. All funds will be deemed earned by SUCCESSTHINC as soon as they are received by SUCCESSTHINC. Unopened program sets may be returned in original packaging within 30 days of purchase for a refund of the purchase price less a 15% restocking charge.
6. Ownership Rights and Proprietary Information. SUCCESSTHINC own all right, title and interest (including all intellectual property rights throughout the world) relating to any and all works of authorship, designs, know-how, ideas, course materials, and information made by SUCCESSTHINC or conceived or reduced to practice, in whole or in part, by SUCCESSTHINC in connection with the Programs or any Proprietary Information (as defined below). You agree that all materials provided by SUCCESSTHINC as part of the Program, which are confidential and proprietary in nature, will constitute SUCCESSTHINC’s “Proprietary Information.” You will hold in confidence and not disclose or copy any Proprietary Information, except with the prior written consent of SUCCESSTHINC.
7. Intellectual Property. You recognize and acknowledge that the trademarks, service marks, trade names, logos, patents and copyrighted materials (the “SUCCESSTHINC Intellectual Property”) associated with the Programs and their associated websites are proprietary to SUCCESSTHINC. You will not take any action that would interfere or infringe upon the SUCCESSTHINC Intellectual Property, including, but not limited to: (i) duplication or creation of works (including any derivative works) that are the same or substantially similar to the SUCCESSTHINC Intellectual Property; (ii) registration, creation or use of trademarks, service marks or domain names that are the same or substantially similar to the SUCCESSTHINC Intellectual Property; (iii) use, manufacture, import, or sales of any product or service that infringes upon the SUCCESSTHINC Intellectual Property ; and (iv) any action that would pass off or create the appearance of an association with or endorsement by SUCCESSTHINC.
8. Modifications. SUCCESSTHINC may modify any of the terms and conditions contained in this Agreement, at any time and in SUCCESSTHINC’s sole discretion, by posting a change notice or a new version of the Agreement on the applicable Program website. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in a Program following the posting of a change notice or a new version of the Agreement on the applicable Program website will constitute binding acceptance of the change.
9. Indemnification. You will indemnify and defend SUCCESSTHINC (as well as its members, employees, instructors, vendors, independent contractors and affiliated entities) from and against any and all claims, expenses, costs, causes of action and damages (including reasonable attorney’s fees) resulting from or arising out of your actions or failure to take action in violation of this Agreement or applicable law.
10. Assignment. You may not assign this Agreement (or any obligations under this Agreement), by operation of law or otherwise, without SUCCESSTHINC’s prior written consent.
11. Limitation of Liability. Neither SUCCESSTHINC nor its affiliated entities will be liable for any indirect, incidental, special or consequential damages of any nature (including but not limited to losses of revenue, profits, use or data) arising in connection with this Agreement or your participation in any Program, even if SUCCESSTHINC or its affiliated entities knew or should have known of the possibility of such damages. Further, SUCCESSTHINC’s aggregate liability arising with respect to this Agreement and the applicable Program will not exceed the total amounts paid or payable by you under the Program.
12. Governing Law; Class Action Waiver. This Agreement will be governed by, and construed in accordance with, the laws of the State of Massachusetts, without reference to rules governing choice of laws. You irrevocably and unconditionally waive, to the fullest extent permitted by law, any right you may have to participate as a representative or member of any class of claimants in any class action against SUCCESSTHINC, or any of its affiliated entities, now or hereafter pending relating to transactions evidenced by this Agreement or similar transactions.
13. Arbitration. Any dispute or claim arising out of or related to this Agreement, its performance, breach, or interpretation (including issues about its validity or enforceability), will be exclusively (except as provided below) resolved by binding arbitration before the American Arbitration Association (AAA). One arbitrator will be selected using AAA procedures. The arbitrator will use all reasonable efforts to minimize discovery and to complete the arbitration proceedings as expeditiously as possible. The Arbitrator will also render a written decision setting forth detailed findings of fact and conclusions of law. The arbitrator will not award attorney’s fees, or punitive, indirect, incidental, special, consequential, treble or other multiple or exemplary damages, and the Parties hereby agree to waive and not seek such damages. Either Party may seek judicial relief to compel the other Party to comply with the provisions of this Section, or seek injunctive or other equitable relief to protect its intellectual property rights, as long as (unless prohibited by applicable law) the remainder of the dispute or claim is submitted to arbitration. The arbitration will be held in Boston, MA, or such other location as may be mutually agreed by the Parties. Both Parties hereby give their consent to the processes of the AAA in Massachusetts, as well as the jurisdiction of the courts of Montgomery County, Massachusetts for enforcement purposes. Awards will be final, binding and non-appealable (except on the minimal grounds required under the Federal Arbitration Act or other applicable law). Judgment on an award may be entered in any court having jurisdiction.
14. Legal Age. By entering into this Agreement, you represent and acknowledge that you are of legal age in the state or province of your residency.
15. Relationship of Parties. You agree that by participating in a Program you are acting as an independent contractor, and are responsible for determining your own business activities. Nothing in this Agreement will create a partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties.
16. Miscellaneous. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. SUCCESSTHINC’s failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of SUCCESSTHINC’s right to subsequently enforce such provision or any other provision of this Agreement. This Agreement, along with the Registration Form for the Program, constitutes the entire understanding of the Parties with respect to the subject matter of this Agreement, and revokes and supersedes all prior or contemporaneous agreements, communications, proposals or understandings, whether electronic, oral or written, between the Parties and is intended as a final expression of their agreement.