By signing up for this program you are agreeing to be legally bound by the following terms and conditions without exception…
More Patients NOW! Inner Circle Program Agreement
This More Patients NOW! Inner Circle Program Agreement (“Agreement”) is a legally binding agreement between you (“User”), and The Authentic Practice, Inc., d/b/a More Patients NOW! (“MPN”), a Colorado S-Corporation, whose address is 6767 South Spruce Street, Suite #210, Centennial, CO 80112, United States, concerning the More Patients NOW! Inner Circle Program (“Service”). The Service provides User with access to the More Patients NOW! Inner Circle Portal and the linked resources (“Portal,” as defined in paragraph 1), User must pay the Course Fee as provided in Section 2 of this Agreement and complete MPN’s online registration process.
By visiting the Portal or using the materials contained in the Portal, User agrees to be bound by the terms and conditions of this Agreement WITHOUT EXCEPTION. User agrees that this Agreement supersedes and replaces all prior Agreements, including prior MPN User Registration and Website User Agreements.
User agrees that if there are any conflicts between the terms and conditions of this Agreement and any prior versions, the terms and conditions of this Agreement shall control.
1. The Portal. The Portal is an extranet website service comprised of (a) computing services; (b) information and other content provided by MPN and users; and (c) access to MPN services and information. MPN may, from time to time, in its sole discretion and without notice, change or discontinue the Portal or add to, revise, or delete any or all aspects of the Portal.
At any time and without notice, MPN in its sole discretion may elect, but is not obligated, to introduce or grant different grades of service, introduce or grant different degrees of access to information and/or analysis, or introduce new features and future versions of the Portal which may change functions, introduce new or revised security restrictions, or limit access to information and/or analysis.
MPN may limit, create different priorities for different users or update and/or cancel some or all of the functions of the Portal at any time and without notice. MPN may or may not make any such services, features or changes available to User, and MPN shall incur no liability in connection with any such introduction, grant or change in services or features. User agrees to bear all risks and hold MPN harmless for any and all effects that any of the above changes may have on User’s ability to use the Portal for any purpose.
By continuing to use the Portal after notice of any change is posted on the Portal, User signifies its consent to all such changes, including but not limited to all changes to this Agreement. User is responsible for all equipment, telephone connectivity and other services necessary to access the Portal.
MPN further reserves the right, in its sole discretion, to modify, supplement, delete, discontinue or remove any file, publication, information, communication or other content appearing on, uploaded to or transmitted through the Portal. MPN provides the Portal for the purpose of sharing positive information and ideas, inspiring creativity, fostering the MPN Affiliate network, and streamlining access to the MPN user resources (the “Purpose”).
2. Service Fee. To access the Portal and use the Service, User will be required to pay a fee to MPN for the Service (“Course Fee”) and create a registered profile with MPN. The Course Fee is $397.00 PER MONTH, USD, plus any upsells User may choose to purchase. From time to time, MPN may, at its sole discretion, offer different payment terms, different payment options, and/or discounts, in which case the fees for Service may vary greatly from the listed fee of $397.00 PER MONTH USD.
The Course Fee paid by User WILL NOT be adjusted if/when MPN offers discounts, different payment terms or different payment options. User agrees and understands that User is foregoing the right to claim any Course Fee adjustment of any kind resulting in MPN offering different payment terms, different payment options, and/or discounts. The Course Fee is non-refundable except as expressly set forth in this Agreement.
3. Payment Method and Authorization to Bill. User must provide a current and valid method of payment to MPN such as a credit card or debit card (“Payment Method”), to process the Course Fee. Payment of User’s Course Fee together with User’s registered profile will establish User’s registered account (“Registered Account”).
By providing MPN with a Payment Method and creating a registered profile with MPN, User agrees to pay MPN any applicable taxes and service fees on the designated Course Fee. User is responsible for all charges incurred in connection with User’s Course Fee.
User authorizes MPN to charge the Course Fee to User’s Payment Method on the date MPN User provides MPN with User’s Payment Method unless User sets up a payment plan through MPN prior to User providing MPN with User’s Payment Method.
If MPN is unable to obtain payment the first time MPN attempts to charge the Payment Method, MPN may attempt to charge repeatedly until payment in full is received.
USER ACKNOWLEDGES THAT, IF ANY PAYMENT BY THE USER’S PAYMENT METHOD IS NOT COMPLETED (OR IS REVERSED) AFTER THREE ATTEMPTS TO CHARGE IT BY MPN AT ANY TIME DURING THE USER’S COURSE FEE, USER’S ACCESS TO THE PORTAL WILL BE SUSPENDED UNTIL THE AMOUNT USER OWES IS PAID.
4. User’s Responsibilities Under This Agreement: If at any time MPN is unable to charge User’s Payment Method for the Course Fee due to insufficient funds, expired or invalid account details, or otherwise, User remains responsible for the cost of such Course Fee and all other amounts User owes under this Agreement. It is User’s responsibility to update and maintain the Payment Method associated with User’s Course Fee. It is User’s responsibility to ensure that the Payment Method is valid at all times and has not expired.
User may change or update User’s Payment Method at any time by contacting MPN at the email address listed below. Failure to use the Portal does not relieve User of responsibility for payment of User’s Course Fee. In addition, regardless of the number of times the Portal is used, there are no refunds on amounts paid on any Course Fee.
5. Cancellation. MPN may terminate the Service with cause at any time upon thirty (30) days prior written notice to User. User may terminate membership at any time if the User (i) provides written notice to MPN to terminate the Service. User will IMMEDIATELY CEASE to have access to the Portal upon contacting MPN to cancel.
NO PAYMENTS ARE REFUNDABLE FOR ANY REASON. IF USER TERMINATES IN THE MIDDLE OF A PAYMENT CYCLE, NO PRORATED FEE OR REFUNDS WILL BE GIVEN. NO PAYMENTS ARE REFUNDABLE IF THE USER DOES NOT USE THE SERVICE.
By accepting the terms of this Agreement, User agrees and understand that User is foregoing the right to claim any refund of fees paid for access and use of the Service offered by MPN.
IT IS THE RESPONSIBILITY OF THE USER TO DETERMINE PAY PERIODS BY CONTACTING MPN.
At any time, and for any reason, MPN may provide a refund, discount, or other consideration to some or all of its users (“Credits”). The amount and form of such Credits, and the decision to provide them, are at MPN’s sole and absolute discretion. The provision of credits in one instance does not entitle User to credits in the future for similar instances, nor does it obligate MPN to provide credits in the future, under any circumstance.
6. User Access. MPN reserves the right to suspend or terminate User’s access to the Portal and to terminate this Agreement without notice to User, at any time, in the event: (a) User ceases or fails, for any reason, to meet the definition of a User, as determined solely by MPN; (b) User fails to honor or is in breach of any term or condition of this Agreement, as determined solely by MPN; and (c) User engages in any Prohibited Use of Portal (see Section 15 hereof) or any other conduct which, in the sole judgment of MPN, compromises or may compromise the value, integrity or viability of the Portal or detracts from the reliability or reputation of such extranet service or of the MPN name or organization.
7. MPN Approved Suppliers. MPN from time to time enters into contractual arrangements with suppliers of certain products and services (the “Approved Suppliers”) that are deemed to be useful to Users and others. MPN or MPN Approved Suppliers may provide Users with information about these products and services, including special offers and product or service updates. MPN may, in its sole discretion, (a) post information about and provide Users access to Approved Suppliers on the Portal, (b) communicate with User directly about such Approved Suppliers, and/or (c) provide User’s current e-mail accepting addresses to such Approved Suppliers so that they may communicate with directly.
8. License. MPN grants to User a non-exclusive, non-assignable, limited license to use the Portal strictly in accordance with all the terms of this Agreement, which license MPN may terminate at any time without notice to User if MPN believes a violation of this Agreement has occurred or the User ceases to be eligible to be a user, as defined in paragraph 2. Only one individual may use the account established by the User (the “Account”) at one time, and a single Account may only be used for the benefit of the User who registered for that Account.
MPN grants to User a non-exclusive, non-assignable, limited license to use any and all, but not limited to: templates, forms, logos, brochures, marketing materials, landing pages, web pages, printed materials, articles, videos, special reports and office forms (the "Templates") in the portal ONLY WHILE User is a member in good standing and has paid the monthly fee, as defined in paragraph 2. User may not try to copyright or trademark any of the Templates or claim any copyright or trademark of the Templates. Should User request to cancel their membership, User agrees to IMMEDIATELY CEASE use of any and all Templates currently using or have used in the past, and destroy all Templates from any computers, online profiles, social media profiles, online websites and any other place User has published the Templates. In order for User to continue using any or all Templates from the Portal, after cancelling their membership, User must pay MPN a buy out fee (the "Buy Out Fee") to MPN. The Buy Out Fee shall be of $2,500.00. USD. User monthly fees already paid to MPN will be applied to the Buy Out Fee with any remaining balance to be paid immediately upon cancellation.
9. Disclaimer of Warranties and Limitation of License. MPN MAKES NO WARRANTIES OR GUARANTIES AS TO THE AVAILABILITY OR RELIABILITY OF THE PORTAL OR THE INFORMATION USERS PLACE ON THE PORTAL. MPN MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES CONTAINED ON THE PORTAL FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED “AS IS, AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. MPN HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO ALL INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES REGARDING THE PORTAL, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. MPN, ITS AFFILIATES, SERVICE PROVIDERS, DISTRIBUTORS, SUPPLIERS AND/OR LICENSORS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIAL, INFORMATION, SOFTWARE, FACILITIES, FUNCTIONS OR OTHER CONTENT IN THE PORTAL OR ANY SITES LINKED TO THE SERVICE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.IN NO EVENT SHALL MPN OR ITS EMPLOYEES, DIRECTORS/MANAGERS, SHAREHOLDERS/USERS, OFFICERS OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE USE OF THE PORTAL OR ANY INFORMATION THEREON, OR WITH THE DELAY OR INABILITY TO USE THE PORTAL, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES THROUGH THE PORTAL, OR OTHERWISE ARISING OUT OF THE USE OF THE PORTAL, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, LOSS OF ANALYSIS, OR OTHER LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PORTAL OR THE FAILURE TO PROVIDE SUPPORT FOR OR RESOLVE ANY SUPPORT ISSUES REGARDING THE PORTAL, EVEN IF MPN HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN ANY CASE, MPN’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AGGREGATE AMOUNT USER HAVE PAID, OR WHICH HAS BEEN PAID ON USER’S BEHALF, DIRECTLY TO MPN FOR ACCESS TO THE PORTAL.
10. Earnings Disclaimer. Any earnings or income statements or examples shown through the Portal or through participation in the Service are only estimates of what might be possible now or in the future. There can be no assurance as to any particular financial outcome based on participation in the Service. User agrees that MPN is not responsible for User’s earnings, the success or failure of User’s personal or business decisions, the increase or decrease of User’s finances or income level, or any other result of any kind that User may have as a result of information presented to User through the Portal or participation in the Service. User is solely responsible for their results.
Materials in the Portal may contain information that includes or is based upon forward-looking statements within the meaning of the Securities Litigation Reform Act of 1995. Forward-looking statements give MPN’s expectations or forecasts of future events. User can identify these statements by the fact that they do not relate strictly to historical or current facts. The statements use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe” and other words and terms of similar meaning in connection with a description of potential earnings or financial performance.
Any and all forward-looking statements in the Portal or on any of MPN’s sales materials are intended to express MPN’s opinion of earnings potential. Many factors will be important in determining User’s actual results, and no guarantees are made that User will achieve results similar to MPN’s results or any other MPN client. In fact, no guarantees are made that User will achieve any results from the ideas and techniques in MPN materials.
11. Testimonial Disclaimer. MPN presents real world experiences, testimonials, and insights about other people’s experiences with the Service for purposes of illustration only. The testimonials, examples, and photos used are of actual clients and results they personally achieved. The testimonials, examples, and photos are not intended to represent or guarantee that current or future clients will achieve the same or similar results; rather, these testimonials represent what is possible for illustrative purposes only.
12. Modification of Agreement. This Agreement may be modified by MPN at any time, without limitation and without notifying User. Unless otherwise specified, any modifications to the Agreement shall be effective when posted on the Portal.
13. Use of Portal. User agrees that any and all information User places on the Portal shall at all times be:
- True and accurate in all respects to User’s knowledge and belief;
- Corrected promptly by User;
- Lawfully placed on the Portal; and
- Accessed, used, and distributed strictly in accordance with all terms of this Agreement.
14. Limited Access to and use of MPN Materials in Portal. In limited circumstances MPN may make available for download via the Portal certain audio and visual advertising materials, including but not limited to website templates, postcard templates, newspaper templates, video templates, brochure templates, logo templates, graphic design templates, PowerPoint and Keynote templates, Microsoft Office forms and templates, and other proprietary marketing templates (the “MPN Materials”).
User hereby acknowledges and agrees that User will observe any limits on the use of such MPN Materials that are required by MPN, by law, or by anyone with an interest in such MPN Materials. The use of any MPN Materials may be discontinued at any time at MPN’s sole option, and User agrees to take any action required to discontinue such use when required.
User further agrees to (a) use the MPN Materials in the form in which they have been created, without modification other than to add on, when and where permitted, User’s business contact information (such as User’s full office name, office address, e-mail address, and telephone numbers); (b) use the MPN Materials only for promoting and advertising their business and not in any way that harms, disparages, detracts from, or devalues MPN; (c) comply with any expiration date(s) for such MPN Materials, whether such dates are posted on the Portal, or communicated in any other manner; (d) upon an expiration date that applies to particular MPN Materials, immediately delete, destroy, and otherwise stop any and all usage of, any products or materials, even ones that User have created or purchased, that incorporate or use any portion of such expired MPN Materials; (e) upon any notification from MPN requiring that User do so, which may consist solely of posting the notification on the Portal, immediately delete, destroy, and otherwise stop any and all usage of, any products or materials, even ones that User has created or purchased, that incorporate or use any portion of the MPN Materials that is the subject of such notification; and (f) regularly check the Portal and any other communication from MPN for such notifications and expirations. User also hereby agrees that if User modifies the MPN Materials in any manner, including but not limited to adding on User’s business contact information, User does so at User’s own risk and User assumes any and all liability for (i) any claims that such usage is improper, including copyright infringement or a misleading or false advertisement and (ii) any and all costs incurred by MPN arising from any claims relating to User’s usage of the MPN Materials, including court costs and attorney fees.
Upon termination of this Agreement by User or MPN: (i) all licenses and rights to use the MPN Materials shall immediately terminate; (ii) User will immediately cease all use of the MPN Materials; and (iii) User will immediately remove the MPN Materials from all hard drives, networks and other storage media and destroy all copies of the MPN Materials in User’s possession or under User’s control.
15. Prohibited Use of Portal. User agrees to abide by all applicable local, state, national, and foreign laws, treaties, and rules and regulations in connection with the Portal and agrees not to use the Portal or any feature, aspect, or data in, a part of, or from the Portal to:
- Post or send any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; harvest, collect, gather, or assemble information or data regarding other Users, including, but not limited to, e-mail addresses and payment information without their consent;
- Transmit, upload, post or publish on the Portal any unlawful, harassing, libelous, abusive, tortious, defamatory, threatening, harmful, invasive to another’s privacy, vulgar, obscene, sexually oriented, pornographic, or otherwise objectionable material of any kind or nature;
- Transmit any material that User knows or should know contains a software virus or viruses, or other harmful or objectionable computer code, files, program or routine such as Trojan horses, worms, time bombs, cancel bots, or popups;
- Attempt to gain unauthorized access to the Website, other accounts, computer systems, networks, or Users connected to or using the Website, through password mining or any other means;
- Interfere with or disrupt servers, networks, hardware, software, or Users connected to or using the Portal, or violate the licenses, policies, procedures, or regulations of such;
- Attempt to gain unauthorized access to the Portal, other accounts, computer systems, networks, or Users connected to or using the Portal, through password mining or any other means;
- Harass or interfere with another User’s use or enjoyment of the Portal or other User’s information or data on the Portal;
- Engage in “scamming”, “spoofing”, “spamming” or any other objectionable or illegal e-mail activities, whether or not using the e-mail alias address assigned by MPN to User;
- Transmit, upload, post or publish any material which may infringe upon any intellectual property or other rights of any person including without limitation trademark rights, copyrights, or rights of publication in any form or format without the express written authorization of the owner of the copyrighted or proprietary material. When copyrighted or proprietary material is uploaded, posted or otherwise published by User on the Portal, User agrees to include with such material all notices of copyright or claims of proprietary rights that are required by law;
- Copy any portion of the Portal for any purpose, including, but not limited to, copy any portion of the Portal for transmission or use, directly or indirectly, on any computerized electronic exchange other than the Portal;
- Grant access to User’s Account to any other person;
- Transfer, rent, lease, grant a security interest in, or otherwise encumber in any way any portion of the Portal or any of User’s rights to access or use of the Portal, whether through this Agreement or otherwise;
- Delete any author attributions, legal notices, or proprietary designations or labels in any file that is uploaded;
- Falsify the origin or source of software or other material contained in a file that is uploaded;
- Transmit information that the User knows or should know is unlawful (including, but not limited to, using payment information without the express written authorization of the Cardholder as defined by the PCI DSS); or
- Download any file posted by another User that User knows, or reasonably should know, cannot be legally distributed in such manner;
MPN reserves the right to refrain from processing and/or to delete from the Portal any software, file, information, communication or other material or content that, in the judgment and sole discretion of MPN, is inconsistent with or contrary to the Purpose of the Portal or the prohibitions specified in this Section 15.
16. User Responsibilities:
- User agrees no other individual or entity, including other Users, shall access the Portal through User’s Account. User agrees it shall be responsible for any and all charges, claims, liabilities, losses, damages, costs and expenses (including reasonable attorney fees) that arise from any unauthorized access to the Portal through User’s Account. User agrees to comply with all applicable laws with respect to use of the Portal and with all rules and regulations adopted by MPN governing use of the Portal. User is responsible for reading and complying with all rules, regulations, warnings, notices and instructions posted by MPN on the Portal.
- User is responsible for any and all information and data that User directly or indirectly places on the Portal. User shall indemnify and hold MPN and its shareholders, directors, officers, employees, and agents harmless from and against any and all claims that any information or data that User places directly or indirectly on the Portal is inaccurate, incomplete or unauthorized in any respect.
- User acknowledges and agrees that all information User places on the Portal is accessible by MPN at all times and may be revised by MPN to conform to any Portal requirement, although MPN is under no obligation to reformat any data and shall not be liable to User or any other person for any information or data or revisions thereto.
- User hereby authorizes MPN to place cookies and other files on User’s computer hard drive or other storage medium to assist the Portal in limiting access to only authorized Users and recording authentication information for the duration, activities, and content of each session of the User on the Portal.
- User is responsible for any and all activities that occur under its Account, and must log off and exit from its Account at the end of each session of use. User shall send MPN notice immediately upon being aware or suspicious of any unauthorized use of the Portal by any person.
- User grants MPN full access to any information regarding User, User’s Account, any information User places on the Portal, all cookies and any other information gathered in connection with use of the Portal. User hereby consents to the use and disclosure of any and all such information and data, including as may be required by law or by governmental authority, or as MPN may from time to time deem appropriate in accordance with User’s affiliation with MPN. This access specifically excludes User’s Cardholder data as defined by the PCI DSS, which is transmitted to the authorized payment gateway and third party transaction processing system directly without being accessed or stored by MPN.
- User hereby grants MPN and its assigns a non-exclusive, unrestricted, perpetual royalty-free license to display, publish, and otherwise use any and all information or data User places on the Portal.
- User acknowledges and agrees that if MPN reasonably suspects that any material information supplied by User is untrue, inaccurate, unauthorized, not current, or incomplete, MPN in its sole and absolute discretion has the right to suspend or terminate User’s access to the Portal and may restore User’s access to the Portal after any and all defaults have been cured to MPN’s satisfaction.
- User authorizes MPN to send User e-mail messages and electronic communications, including but not limited to periodic company news updates, billing information, information concerning educational courses, special announcements, industry news of special interest and regional information. User further authorizes MPN and Third Parties to send commercial electronic mail messages (as defined by the CAN-SPAM Act of 2003, and acts amendatory thereto) to User at User’s current e-mail accepting address. User acknowledges and agrees that MPN may provide User’s current e-mail accepting address to Third Parties who may send User commercial electronic mail messages directly. For Canadian Users only, User opts-in under the CAN-SPAM Act of 2003 and the Canadian Anti-Spam Legislation and further authorizes MPN and Third Parties to send commercial electronic mail messages to User at User’s current e-mail accepting address. User acknowledges and agrees that MPN may provide User’s current e-mail accepting address to Third Parties who may send User commercial electronic mail messages directly.
- User acknowledges and agrees that the Portal is not warranted or represented to be private, reliable, timely, deliverable or available on a 24 hours per day/7 days per week basis.
- User acknowledges the Portal will not be available or accessible during routine scheduled downtime for maintenance.
- User hereby certifies that User is the authorized user of the e-mail accepting address that User has provided MPN for use.
- User agrees to promptly notify MPN of any change in its e-mail on file with MPN. User acknowledges that any failure to do so may adversely impact MPN, including but not limited to under the provisions of the CAN-SPAM Act of 2003 and the Canadian Anti-SPAM Legislation. Therefore, User agrees to accept and to indemnify and defend MPN from any and all liability that may arise from User’s failure to keep MPN accurately informed and updated regarding User’s current e-mail accepting address or User’s authorized user status concerning such e-mail accepting address.
- User acknowledges and agrees that if User is suspended or terminated by MPN, User will not be able to access the Portal.
- User acknowledges that all information User places on the Portal (other than User entered statistical and Cardholder payment data) is public, and not private, communication. Further, User acknowledges that all information, pictures, analysis, postings, conferences, and other communications by other users are not endorsed by MPN and such communications shall not be considered reviewed, screened, or approved by MPN. MPN reserves the right for any reason to remove, without notice, any information received from any user. MPN reserves the right to deny, in its sole discretion, any user access to this Portal or any portion thereof without notice.
17. No Unlawful or Prohibited Use. As a condition of User’s use of the Portal, User warrants that User will not use the Portal for any purpose that is unlawful or prohibited by this Agreement.
18. Support. MPN shall only provide technical support, via the Facebook page for difficulties User may have accessing the Portal or any of its features. Technical support shall not include any aspect of User’s computer hardware, software, configurations, means of gaining access to the Internet, ability to browse the Internet, or ability to access any facet or portion of the Portal.
19. Copyrights and Licenses:
- MPN hereby claims and reserves all rights in copyrights and other rights in and to the Portal, including the Portal name, front page, Portal graphics and all material and content originating with or provided by MPN, including any audio or visual advertising materials, templates, or other documents accessible through the Portal.
- Except to the extent, if any, permitted by the “fair use” doctrine of copyright law, or as permitted in Section 15 above, User agrees that wherever a copyright notice or claim is included (i) with or on any content or material or (ii) on any screen display on the Portal, that User will not download, duplicate, forward, distribute, display, perform or otherwise use such content, material or screen display without the express written authorization from the owner of such copyright.
- User acknowledges and agrees that only the owner of copyrighted or proprietary material, and those authorized in writing by the owner of such material to do so, may upload copyrighted or proprietary material to the Portal. User agrees that it will not upload copyrighted material to the Portal for the purpose of making such copyrighted material available to other Users without the express written authorization to do so from the owner of such copyright. For copyrighted material that User is authorized to upload to the Portal, User agrees it shall designate the copyrighted nature of such material and the scope of its permitted use. User acknowledges and agrees that in posting or uploading any copyrighted material, changes to or deletion of author attribution or copyright notice is expressly prohibited.
- User agrees software or tools downloaded or otherwise available through access to the Portal may not be reverse engineered or otherwise tampered with unless specifically authorized in writing by the owner of the rights in such software or tools.
- User may upload public domain material to the Portal and may download such material for User’s own use. User is responsible for and assumes all risks regarding the determination of whether material downloaded from or posted on the Portal is in the public domain.
- Subject to the full payment of the total Course Fee, and subject to the terms and conditions of this Agreement, MPN hereby grants User a non-transferable, revocable, non-exclusive license to access and use templates located in the Portal. Upon termination of this Agreement by User or MPN, User’s non-transferable, revocable, non-exclusive license to access and use the templates located in the Portal terminates immediately.
- Except for the User’s non-transferable, revocable, non-exclusive license granted to User herein, this Agreement does not grant User any ownership or other right or interest in or to the audio and/or visual presentations, templates, documentation, and other elements of the Service or Portal, or any other intellectual property rights of MPN, whether by implication, estoppel, or otherwise.
- Any and all trademarks or service marks that MPN uses in connection with services rendered by MPN are marks owned by MPN This Agreement does not grant User any right, license, or interest in such marks, and User shall not assert any right, license, or interest in such marks or any words or designs that are confusingly similar to such marks.
20. Disclaimer of Warranties and Exclusion of Liability:
- MPN does not endorse or guarantee the accuracy, completeness, truthfulness or reliability of any service, opinion, advice, communication, information or other material or content included on or made available on, over or through the Portal. User hereby waives all claims against MPN, including any claims that arise as a result of User’s use of or reliance upon the accuracy, completeness, truthfulness, security or reliability of any service, opinion, advice, communication, information or other material or content included on or made available on, over or through the Portal. User expressly acknowledges that the provisions of this Section 20 relating to disclaimer of warranties and exclusion of liability shall also apply to any claims relating to access to services, information and other content provided by parties other than MPN, and any other content available through the Portal. User agrees it will not hold MPN responsible for any selection or retention of, or the acts or omissions of, third parties in connection with the Portal.
- User expressly acknowledges that the Disclaimer of Warranties and Limitation of License set forth in Section 9 of this Agreement and MPN’s disclaimer of warranties and exclusion of liability set forth in this Section 20 shall also apply to any claims relating to access to services, information and other content provided by Users or parties other than MPN, and any other content available through the Portal. User agrees it will not hold MPN responsible for any selection or retention of, or the acts or omissions of, third parties in connection with the Portal.
21. No Guarantees: USER 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 USER WILL GENERATE ANY KIND OF RESULTS, MONETARY OR OTHERWISE, FROM THE SERVICE, PROGRAM AND PORTAL. USER 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.
22. Indemnity: User agrees to indemnify, defend, and hold harmless MPN and its shareholders/Users, directors/managers, officers, employees, and agents from and against any and all claims, suits, proceedings, liabilities, losses, damages, costs and expenses whatsoever, including reasonable outside attorney fees and disbursements, court costs or arbitration costs, arising out of any breach or violation by User of any term or condition of this Agreement. The obligations of User to indemnify MPN shall survive expiration or termination of this Agreement.
23. No Resale of Services Permitted: User agrees not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Program, Service or Portal (including course materials), use of the Program, Service or Portal, or access to the Program, Service or Portal. This Agreement is not transferrable or assignable without the MPN prior written consent.
24. 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 User for their individual use only and a single-user license. User shall not be authorized to use any of the MPN Intellectual Property for User’s business purposes. User shall not be authorized to share, copy, distribute, or otherwise disseminate any MPN Intellectual Property User receives from MPN electronically or otherwise without the prior written consent of MPN. All MPN Intellectual Property shall remain the sole property of MPN. No license to sell or distribute MPN Intellectual Property is granted or implied.
25. Privacy Provisions: As a user, when User voluntarily completes MPN’s on-line registration process or provides information through any of the methods described above, MPN collects that information as well as data related to User’s Portal visit and usage. MPN collects personally identifiable information (including, but not limited to, name, address, e-mail address and phone number) as well as cardholder data that is voluntarily provided to MPN by User. For example, a User voluntarily provides personally identifiable information when the User sends MPN an email, uses certain features of the Portal such as registering for or logging into the Portal, or enters Cardholder data for payment purposes. MPN collects detailed, transaction level data for each user. In addition, during User’s visit MPN automatically collects certain aggregate information related to User’s Portal visit. Aggregate information is non-personally identifiable or anonymous information about User, including the date and time of User’s visit, User’s IP address, User’s computer browser information, the Internet address that User visited prior to and after reaching the Portal, the name of the domain and host User used to access the Internet, and the features of the Portal which User accessed.
Data about User’s activities online may be collected for use in providing advertising tailored to User’s individual interests, either by MPN, its affiliates, or third parties. MPN may use Third Parties such as network advertisers and ad exchanges to serve advertisements across the Internet and may use third party analytics service providers to evaluate and provide MPN and/or third parties with information about the use of these ads on third party websites and viewing of ads and of MPN content. The information collected may include information about User’s visits to the Portal, such as the pages User has viewed. These third-party tracking technologies may be set to, among other things: (a) help deliver advertisements to User that User might be interested in; (b) prevent User from seeing the same advertisements too many times; and (c) understand the effectiveness of the advertisements that have been delivered to User. This collection and ad targeting takes place both on the Portal and on third-party websites or services that participate in the ad network, such as websites that feature advertisements delivered by the ad network. This process also helps MPN track the effectiveness of MPN marketing efforts. MPN and third-party vendors, including Google, use first-party cookies (such as the Google Analytics cookie) and third-party cookies (such as a DoubleClick cookie) together to report how User’s ad impressions, other uses of ad services, and interactions with these ad impressions and ad services are related to visits to the Portal.
Please note, the Services do not currently respond to browser do-not-track signals. Further, MPN’s third party advertising networks may install their own cookies, including cookies that may track visitors to the Portal over time and across third party sites, and which may change over time without notice to User or MPN.
27. How MPN Uses Information: MPN uses collected information to grant Users access to all of the Services and information encompassed by the Portal. MPN also uses such information to: respond to inquiries or service requests and monitor such responses; provide information about and market MPN products or services; resolve problems; and manage the Portal and assess its usage. In addition, collected cardholder data may be transferred to third party service providers. Such third party providers will be responsible for collecting, verifying, processing, and storing cardholder data.
28. Third-Party Vendors Advertising and Marketing Disclaimer: MPM is not ActiveCampaign, ClickFunnels, YetiText Google, Google AdWords, Facebook or Yahoo or any other third party vendor or company. MPN is a separate entity from ActiveCampaign, ClickFunnels, YetiText, Google, Google AdWords, Facebook, and Yahoo. MPN will endeavor to help User obtain their online advertising goals by providing Client with advice, information and technical services in relation to online advertising and marketing. Unless specifically stated to the contrary in this Agreement, MPN does not guarantee any particular rate of return or performance of any online advertising on using a third-party vendor, (including but not limited to any particular search results pages or rankings). MPN cannot be held responsible for commercial outcomes which are associated with the Internet marketing or management of Users account with third-party vendors, including, but not limited to ActiveCampaign, ClickFunnels, YetiText, Google, Google AdWords, Facebook, and Yahoo. MPN nor any of its employees or agents, warrant that the functions contained in the account will be uninterrupted or error-free. MPN cannot be held responsible for decisions, acts, or omissions by third-party vendors, including but not limited to ActiveCampaign, ClickFunnels, YetiText, Google, Google AdWords, Facebook, and Yahoo, pertaining to Users business.
29. Compliance with Laws: User represents and warrants that: (a) User has the authority to, and are of legal age in User’s jurisdiction to, be bound to this Agreement; (b) User’s use of the Program, Service and Portal will be solely for purposes that are permitted by this Agreement; (c) User’s use of the Program, Service and Portal will not infringe or misappropriate the rights of any third party; and (d) User’s use of the Program, Service and Portal will comply with all local, state and federal laws, rules, and regulations, and with all other MPN policies.
30. Physician, Doctor and Medical Advertising Liability: It is solely the responsibility of User to ensure that any information, solicitations, or advertisements User posts or places from materials in the Program, Service and Portal for User’s business, or third-party vendors, and any communications they may have with prospective clients through the Program, Service and Portal 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 patients, advertising, or other matters.
31. Opportunity to Cure and Non-Disparagement: User agrees to provide MPN with thirty (30) days prior written notice of any dispute arising from this Agreement and sixty (60) days to cure or resolve such dispute arising from this Agreement prior to User making any disparaging statements about MPN or its subsidiaries to third-parties, including but not limited to Facebook posts, Google reviews, Better Business Bureau complaints, online reviews, and YELP reviews.
User agrees to not make any libelous, harassing, abusive, obscene, vulgar, or sexually explicit statements about MPN or its subsidiaries to third-parties, including but not limited to Facebook posts, Google reviews, Better Business Bureau complaints, online reviews, and YELP reviews.
User agrees to not make clearly false or misleading statements about MPN or its subsidiaries to third-parties, including but not limited to Facebook posts, Google reviews, Better Business Bureau complaints, online reviews, and YELP reviews.
32. Use of Testimonials: User authorizes MPN to use User’s full name, biographical information, and any Testimonial, results or comments authored by User in connection with publicizing and promoting MPN.
User irrevocably authorizes MPN to copy, exhibit, publish or distribute the Testimonial for purposes of publicizing MPN programs or for any other lawful purpose. These statements may be used in printed publications, multimedia presentations, on websites or in any other distribution media.
User further agrees that MPN may edit the Testimonial and publish edited or partial versions of the Testimonial. User waives any right to inspect or approve the finished product, including written copy, wherein User’s likeness or the Testimonial appears. MPN will never edit the Testimonial in such a way as to create a misleading impression of User’s views.
For purposes of this Section, “Testimonial” shall have the meaning of any advertising message, including but not limited to online message board comments, online Facebook group comments, comments posted in the Portal, online reviews, written statements in emails, demonstrations, and depictions of the name, signature, likeness or other identifying personal characteristics of an individual or the name or seal of an organization, that consumers are likely to believe reflects the opinions, beliefs, findings, or experience of a party other than MPN.
33. Governing Law: This Agreement shall be governed by the laws of the state of Colorado without regard to its conflict of laws principles. The courts of Colorado shall have exclusive jurisdiction over all disputes relating to this Agreement. User agrees that venue and jurisdiction for judicial proceedings is proper and shall exist exclusively in Denver, Colorado.
34. Dispute Resolution: Any claim or controversy that arises out of or relates to this Agreement, or the breach of it, will be settled by arbitration in Denver, Colorado, in accordance with the rules then obtaining of the American Arbitration Association. Judgment upon the award rendered may be entered in any court possessing jurisdiction over arbitration awards. All costs and expenses of the arbitral tribunal and of the arbitral institution shall be borne by the parties equally.
35. Waiver of Class Action Claims: User understands and agrees that User 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 User 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.
36: Entire Agreement: Unless modified as provided in Section 12, this Agreement includes the entire understanding between MPN and User regarding the subject hereof and supersedes all previous agreements between them.
37. Assignment: This Agreement and the rights and obligations created hereunder shall be binding upon and inure solely to the benefit of MPN and User and their respective successors and assigns, and no other person or legal entity shall acquire or have any rights under or by virtue of this Agreement. This Agreement may be assigned by MPN to a corporate affiliate, subsidiary or successor in interest, in MPN’s sole discretion. This Agreement may not be assigned or otherwise transferred by User without the prior written consent of MPN.
38: Severability Clause: If any term or condition of this Agreement or application of any such term or condition is held unlawful or invalid, the remainder of this Agreement and the application of such term or condition other than to the extent it is held unlawful or invalid, will not be held unlawful, invalidated, or affected thereby, and shall remain in full force and effect.
39. No Waiver: A failure by MPN or User to enforce at any time any term or condition of this Agreement shall not be considered a waiver of that party’s right thereafter to enforce that same term or condition or any other term or condition of this Agreement.
40. Headings: The headings contained in this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
41. No Joint Venture: MPN and User agree that this Agreement does not create a joint venture, partnership, employment, or agency relationship as a result of this Agreement or User’s use of the Program, Service and Portal. MPN and User expressly understand and agree that each party is acting as an independent contractor unrelated to the other party or its subsidiaries or affiliates.
42. Third Parties’ Networks: The Portal may contain hyperlinks to websites operated by parties other than MPN. MPN does not control such websites and is not responsible for their content or the availability, security or integrity of any information submitted to such websites. MPN’s inclusion of hyperlinks to such websites does not imply any endorsement of the material, products or services on such websites or any association with their operators. The Portal contains functionalities and services that allow sending, delivering or receiving information between Users, MPN and third parties, which may be relayed or carried through MPN, public, third parties’ or other networks, systems, servers, websites, applications, or Software as a Service (“SaaS”) (e.g., telephone and cellular networks, e-mail servers) (“Third Parties’ Networks”). The Third Parties’ Networks are not controlled by MPN in any way and MPN shall not be held responsible for the performance, security, integrity, availability, functionality, quality or reliability of any of the Third Parties’ Networks or the information sent, delivered, relayed, carried or received through the Third Parties’ Networks. Notwithstanding anything herein, MPN does not warrant or guarantee that the information sent, relayed, carried or delivered through these Third Parties’ Networks will reach its destination or its correct address or recipient, that the details of the recipient or sender are correct or accurate, or that the integrity or confidentiality of the information will be maintained in transit.
43. Force Majeure: MPN shall not be liable for, and shall be excused from, any failure to deliver or perform, or for any delay in delivery or performance, due to causes beyond its reasonable control, after exercising its best commercially reasonable efforts to remedy any such failure or delay, including without limitation any government actions, fire, work stoppages, civil disturbances, interruptions of power or communications to MPN or any facilities used by or for MPN, failure of the Internet, hosting, telecommunications, or other services to MPN or facilities used by or for MPN, natural disasters, acts of God, or acts of terrorism or war.
44. Notice: Whenever User is required by the terms of this Agreement to provide notice to MPN or obtain written permission from MPN, it shall be sent via e-mail to info (at) morepatientsnowinnercircle (dot) com.
45. Surviability: 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.
46. Changes to Terms and Conditions: MPN reserves the right, in its sole discretion, to change these Terms and Conditions. The most current version of the Terms and Conditions will supersede all previous versions. User will not be notified of updates or changes in the Terms and Conditions. MPN encourages User to periodically review the Terms and Conditions to stay informed of updates.
Last updated: November 4, 2019.