This agreement (the “Agreement”) is by and between The Authentic Practice, Inc. DBA More Patients NOW!, (hereinafter known as “MPN”) and the practice owner enrolled and purchased the More Patients NOW! Elite Mastermind program (hereinafter known as the “Client”). Upon fee made to MPN by Client, this Agreement shall become binding for both parties and will continue for a period of twelve (12) months (“End Date”).
WHEREAS, MPN is the creator, founder, and owner of The More Patients NOW! Elite Mastermind program, which provides twelve (12) months of on-line, Voxer, and in-person coaching services in the health, wellness and medical field. In addition, the MPN provides products and additional consulting services to enhance the overall coaching experience for twelve (12) months (collectively and hereinafter known as the “Program”).
WHEREAS, Client desires to participate in the Program, which includes, but is not limited to virtual coaching, access to a members-online web portal, training calls and live meetings.
NOW THEREFORE, in consideration of the above recitals and the mutual promises and benefits contained herein, the Parties hereby agree as follows:
1. This Agreement is effective as of the Effective Date and shall continue in force, unless otherwise terminated in accordance with the provisions of Section 20 of this Agreement, for a period of twelve (12) months (the “Term”). This Agreement will not automatically renew.
2. Upon execution of this Agreement, electronically, verbally, or otherwise, MPN agrees to provide the Program services related to education, seminar, consulting, coaching, business coaching which shall consist of the following (collectively “Services”):
a. Live implementation meetings. Four (4) two (2) day live implementation meetings in Denver, Colorado. Each Meeting will take place over two (2) consecutive days on a Friday and Saturday each quarter. Specific dates will be given to Client within a reasonable time to make travel plans. Meetings will be held from 8:00am to 5:00pm MST each day. Client will receive coaching from MPN core staff, other Elite Mastermind Members and MPN support staff if schedule permits.
b. Strategy and Q&A calls. One (1) call per month, twelve (12) calls total, for up to two (2) hours in length for Client and all Elite Mastermind Members. Calls will be conducted via FreeConferencing.com or similar platform. Call will be recorded and uploaded to Elite Mastermind member area of the Inner Circle online web portal.
c. The Inner Circle. Client will have access to the MPN Inner Circle online web portal (“Portal”).
d. Facebook group. Client will have access to the Elite Mastermind Members private Facebook group. Client may “tag” MPN core staff and MPN support staff. MPN will strive to respond to all “tags” within 48 hours during the regular business week (Monday through Friday), except for holidays and regular business hours (9:00am to 5:00pm MST).
e. Voxer coaching. Client will have access to unlimited Voxer coaching with MPN core staff, via the Voxer App for iPhone and Android. MPN will strive to respond to all Voxer messages within 48 hours during the regular business week (Monday through Friday), except for holidays and regular business hours (9:00am to 5:00pm MST). MPN may broadcast Voxer messages to all Elite Mastermind Members. Broadcast Voxer message cannot be responded to by Client.
The scope of services rendered by MPN pursuant to this Agreement shall be solely limited to those contained herein. MPN reserves the right to substitute services equal to or comparable to the Program for Client if the need arises.
3. ATTENDANCE AT LIVE EVENTS. Client agrees to attend four (4) meetings located in Denver, Colorado, during the Term of this Agreement (“Meetings”). Each Meeting will take place over two (2) consecutive days. Client agrees to pay for all expenses to attend the Meetings, including lodging and travel costs to and from the meetings. Client understands that their attendance at 3 (THREE) out of the 4 (FOUR) Meetings is mandatory under this Agreement.
4. COMPENSATION. In exchange for the Program, Client agrees to pay MPN a total of $11,964.00 USD (ELEVEN THOUSAND NINE HUNDRED SIXTY FOUR DOLLARS AND NO CENTS, USD) (the “Fee”), in the manner of twelve (12) equal monthly payments of $997.00 USD (NINE HUNDRED NINETY SEVEN DOLLARS AND NO CENTS, USD) per month, less any discounts or special offers that may be indicated on the order form to for this Program. Client may choose to make one payment in full of $10,000.00 USD (TEN THOUSAND DOLLARS AND NO CENTS, USD) to receive a discount of $1,964 (ONE THOUSAND NINE HUNDRED SIXTY FOUR AND NO CENTS, USD). Client must pay the Fee by credit card. MPN accepts the following credit cards: Visa, MasterCard, and American Express.
5. CREDIT CARD AUTHORIZATION. By submitting the credit card information on the order form for this Program, Client hereby authorizes MPN to charge Client’s credit card for the Fee outlined in this Agreement. Client hereby agrees to pay the full amount and be bound by Client’s credit card agreement.
6. MPN USE OF RESULTS FOR MARKETING. Client grants MPN the right to use and refer to Client’s marketing and advertising results in connection with the Program and other information throughout the universe, in perpetuity, in marketing materials, press releases, financial reports, presentations, website materials, customer lists and any and all media now known or hereafter discovered in connection with the marketing, advertising and promotion of MPN, and any products, goods, features, capabilities and/or services associated with MPN.
7. LIMITED ACCESS TO AND USE OF MPN MATERIALS IN PORTAL. Client further agrees to be bound by the Template License Terms in the Inner Circle program and portal found here: https://morepatientsnowinnercircle.com/template-license-terms.
8. SATISFACTION GUARANTEE. Client may attend the first live meeting located in Denver, Colorado. If after attending the two (2) consecutive days, Client is not satisfied with the Program, Client may let MPN know and no further payment of the Fee outlined in Section 4 will be due. There are NO refunds for any of the $997.00 USD monthly fees Client has paid up to this point. If Client made one payment in full of $10,000.00 USD, Client will receive a prorated refund. After the two (2) consecutive days are completed, Client is fully engaged in the Program and agrees to be bound by all of the terms of this Agreement without exception.
9. REFUNDS. Upon execution of this Agreement, and assuming Client was satisfied with the Program as outlined in Section 8, Client shall be responsible for the FULL extent of the Fee outlined in Section 4. If Client cancels attendance and participation in the Program for any reason whatsoever before the 12-month Term is complete, Client will receive NO REFUNDS of any kind. Furthermore, if Client cancels attendance and participation in the Program for any reason whatsoever before the 12-month Term is complete Client hereby agrees to pay MPN in full any balance remaining of the TOTAL AND ENTIRE FEE of $11,964.00 USD (ELEVEN THOUSAND NINE HUNDRED SIXTY FOUR DOLLARS AND NO CENTS, USD). Client hereby agrees that ANY and all fees paid to MPN under this Agreement are non-refundable AND NON-CANCELLABLE for any reason AND CLIENT IS FULLY RESPONSIBLE FOR PAYING THE TOTAL AND ENTIRE FEE OF THE PROGRAM.
10. CHARGEBACKS AND PAYMENT SECURITY. To the extent that Client provides MPN with Credit-Card(s) information for payment on Client’s account, MPN shall be authorized to charge Client’s Credit-Card(s) for any unpaid charges on the dates set forth herein. Client shall not make any chargebacks to MPN’s account or cancel the credit card that is provided as security without MPN’s prior written consent. Client is responsible for any fees associated with recouping payment on chargebacks and any collection fees associated therewith. Client shall not change any of the credit card information provided to MPN without notifying MPN in advance.
11. NO RESALE OF SERVICES PERMITTED. Client agrees not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Program (including course materials), use of the Program, or access to the Program. This Agreement is not transferrable or assignable with the MPN’s without the MPN’s prior written consent.
12. NO TRANSFER OF INTELLECTUAL PROPERTY. MPN’s copyrighted and original materials, including but not limited to MPN’s copyrighted course materials (“MPN Intellectual Property”) shall be provided to the Client for their individual use only and a single-user license. Client shall not be authorized to use any of the MPN Intellectual Property for Client’s business purposes. Client shall not be authorized to share, copy, distribute, or otherwise disseminate any MPN Intellectual Property Client receives from MPN electronically or otherwise without the prior written consent of the MPN. All MPN Intellectual Property shall remain the sole property of the MPN. No license to sell or distribute MPN Intellectual Property is granted or implied.
13. LIMITATION OF LIABILITY. By using MPN’s services and enrolling in the Program, Client releases MPN, it officers, employers, directors, and related entities from any and all damages that may result from anything and everything. The Program is only a coaching service being provided. By using MPN’s services and enrolling in the Program, Client releases MPN from any and all damages that may result from anything and everything. Client accepts any and all risks, foreseeable or non-foreseeable, arising from such transactions. Regardless of the previous paragraph, if MPN is found to be liable, MPN’s liability to Client or to any third party is limited to the lesser of ( a) the total fees Client paid to MPN in the one month prior to the action giving rise to the liability, and (b) $1,000.00 USD. All claims against MPN must be lodged with the entity having jurisdiction within one hundred (100) days of the date of the first claim or otherwise be forfeited forever. Client agrees that MPN will not be held liable for any damages of any kind resulting or arising from the Client’s participation in the Program, including but not limited to; direct, indirect, incidental, special, negligent, consequential, or exemplary damages happening from the use or misuse of MPN’s services or enrollment in the Program. Client agrees that use of MPN’s services is at Client’s own risk.
14. DISCLAIMER OF GUARANTEE. Client accepts and agrees that CLIENT IS FULLY AND SOLELY RESPONSIBLE FOR THEIR PROGRESS, PARTICIPATION AND RESULTS FROM THE PROGRAM. Client accepts and agrees that Client is the one vital element to the Program’s success and that MPN cannot control Client. MPN makes NO representations or guarantees verbally or in writing regarding performance of this Agreement other than those specifically enumerated herein. MPN and its affiliates disclaim the implied warranties of titles, merchant ability, and fitness for a particular purpose. MPN makes NO guarantee or warranty that the Program will meet Client’s requirements or that all Clients will achieve similar or the same results. MPN is not responsible for any decisions made by Client as a result of any coaching provided under this Program and any consequences thereof. CLIENT IS 100% FULLY AND SOLELY RESPONSIBLE FOR THEIR OWN ACTIONS, DECISIONS, RESULTS AND PARTICIPATION IN THE PROGRAM. MPN MAKES NO GUARANTESS OR PROMISES WHATSOEVER THAT CLIENT WILL GENERATE ANY KIND OF RESULTS, MONETARY OR OTHERWISE, FROM THE PROGRAM. Client agrees to hold MPN free from ANY AND all liability for any action, advice, consultation and results, or adverse situations resulting directly or indirectly from coaching-related communications AND MARKETING-RELATED SERVICES between the parties, including, but not limited to, any losses caused DIRECTLY OR INDIRECTLY by any negligence on the part of MPN.
15. PROGRAM RULES. To the extent that Client interacts with MPN staff and/or other MPN clients, Client agrees to at all times behave professionally, courteously, and respectfully with staff and clients, and Client agrees to abide by any additional Program Rules and Regulations presented by MPN (“Program Rules and Regulations”). The failure to abide by the Program Rules and Regulations shall be cause for termination of this Agreement. In the event of such termination, Client shall not be entitled to recoup any amounts paid and shall remain responsible for all outstanding amounts of the Fee.
16. USE OF PROGRAM MATERIALS. Client consents to video and audio recordings being made during the course of the Program (“Recordings”). MPN reserves the right to use, at its sole discretion, course materials, Recordings, and materials submitted by Client in the context of the Program for future lecture, teaching, and marketing materials, and for furthering other goods and services provided by MPN, without compensation to the Client. Client consents to her or his name, voice, and likeness being used by MPN for future lecture, teaching, and marketing materials, and for furthering other goods and services provided by MPN, without compensation to the Client.
17. CONFIDENTIALITY. The term “Confidential Information” shall mean information which is not generally known to the public relating to the Client’s business or personal affairs. MPN agrees not to disclose, reveal or make use of any Confidential Information learned of through its transactions with Client, during discussion with Client, the coaching session with MPN, or otherwise, without the written consent of Client. MPN shall keep the Confidential Information of the Client in strictest confidence and shall use its best efforts to safeguard the Client’s Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. Client should be aware that it is impossible to protect the confidentiality of Client information which may be transmitted electronically, i.e., electronic mail and other information stored on computers connected to the internet, by cordless or mobile telephones and similar telecommunication and computer equipment. Therefore, it is agreed between Client and MPN that unless Client utilizes encryption and other forms of security protection, Client waives any action legal or otherwise against MPN and holds MPN harmless for any interception of Client information resulting from the use of the above-mentioned equipment.
18. TERMINATION. MPN reserves the right to, in its sole discretion, determine whether or not any Client conduct is appropriate and complies with this Agreement, or terminate or deny access to and use of the Program for any reason, with or without prior notice
19. COMPLIANCE WITH LAWS. Client represents and warrants that: (a) Client has the authority to, and are of legal age in Client’s jurisdiction to, be bound to this Agreement; (b) Client’s use of the Program will be solely for purposes that are permitted by this Agreement; (c) Client’s use of the Program will not infringe or misappropriate the rights of any third party; and (d) Client’s use of the Program will comply with all local, state and federal laws, rules, and regulations, and with all other MPN policies.
20. PHYSICIAN, DOCTOR AND MEDICAL ADVERTISING LIABILITY. It is solely the responsibility of Client to ensure that any information, solicitations, or advertisements Client posts or places through the Program with MPN, or MPN places on behalf of Client, or third-party vendors, and any communications they may have with prospective clients through the Program or third-party vendors, fully complies with all applicable laws and rules of professional conduct, including those concerning the unauthorized practice of law and those regulating the form, manner or content of communications with clients, advertising, or other matters.
21. THIRD PARTY CONTENT. There may be content from third parties on Program websites, such as blog posts written by other users or links to other websites. Because MPN cannot control that content, MPN is not responsible for that content or for the websites that content may link to.
a. Access To Third Party Content. By using the Program, Client will be able to access Content belonging to or originating from third parties (“Third Party Content”). Client’s use of the Service is consent for MPN to present this Content to Client. Client acknowledge all responsibility for, and assume all risk for, Client use of Third Party Content.
b. No Responsibility For Third Party Content. As part of the Program, MPN may provide Client with convenient links to third party website(s) as well as other forms of Third Party Content. These links are provided as a courtesy to Client. MPN has no control over third party websites or content or the promotions, materials, information, goods or services available on them. By linking to such content, MPN does not represent or imply that MPN adopts or endorses, nor is MPN responsible for, the accuracy or reliability of any opinion, advice, or statement made by parties other than MPN. MPN is not responsible for any Third Party Content accessed through third party websites. If Client decides to access Third Party Content, Client does so at Client’s own risk and Client should be aware that MPN’s terms and policies no longer govern. Client should review the applicable terms and policies, including privacy and data gathering practices, of any such content.
c. No Authorization To Use Third Party Content. This Agreement does not authorize Client to distribute, publicly display, publicly perform, make available, alter, or otherwise use any Third Party Content except as permitted by MPN’s terms and conditions.
22. INDEMNIFICATION. Client shall defend, indemnify, and hold harmless MPN, MPN’s shareholders, trustees, affiliates, and successors from and against any and all liabilities and expense whatsoever – including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys fees, and disbursements – which any of them may incur or become obligated to pay arising out of or resulting from the Program and/or Client’s participation in the Program, excluding, however, any such expenses and liabilities which may result from a breach of this Agreement or sole negligence or willful misconduct by MPN, or any of its shareholders, trustees, affiliates or successors. Client shall defend MPN in any legal actions, regulatory actions, or the like arising from or related to this Agreement. MPN recognizes and agrees that all of the MPN’s shareholders, trustees, affiliates and successors shall not be held personally responsible or liable for any actions or representations of the MPN.
23. WAIVER OF CLASS ACTION CLAIMS. Client understands and agrees that Client will not have the right to participate in a representative capacity or as a member of any class of claimants pertaining to any claims that may arise under, or be in any way related to, this Agreement. There is no right or authority for any claim Client has against MPN to be brought on a class action basis or on any basis involving claims brought in a purported representative capacity on behalf of the general public, or on behalf of other persons or entities similarly situated. Claims brought against MPN may not be joined or consolidated with claims brought by anyone else.
24. SEVERABILITY. If any provision or provisions of this Agreement shall be held unenforceable for any reason, then such provision shall be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect for the duration of this Agreement.
25. CONTROLLING AGREEMENT. In the event of any conflict between the provisions contained in this Agreement and any marketing materials used by MPN, MPN’s representatives, or employees, the provisions in this Agreement shall be controlling.
26. CHOICE OF LAW AND VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without giving effect to any principles or conflicts of law. The parties hereto agree to submit any dispute or controversy arising out of or relating to this Agreement to arbitration in the state of Colorado, Denver County pursuant to the rules of the American Arbitration Association, which arbitration shall be binding upon the parties and their successors in interest. The prevailing party is entitled to be reimbursed for all reasonable legal fees from the non-prevailing party in order to enforce the provisions of this Agreement.
27. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, oral or written. This Agreement may be modified only by an instrument in writing duly executed by both parties.
28. SURVIVABILITY. The ownership, non-circumvention, proprietary rights, and confidentiality provisions, and any provisions relating to payment of sums owed set forth in this Agreement shall survive the termination of this Agreement for any reason.
By enrolling in the Program, Client acknowledges that: (1) The terms of this Agreement are acceptable; (2) Client has read and understood this Agreement in its entirety; (3) Client has had an opportunity to discuss the contents with MPN and, if desired, to have it reviewed by an attorney; and (4) Client understands, accepts and agrees to abide by the terms hereof.
Last updated December 3, 2019.