RUN LIKE CLOCKWORK — ACCELERATOR SILVER PROGRAM PURCHASE AGREEMENT
By purchasing the RLC Accelerator Silver Program (“Program”) from Run Like Clockwork (“Company”), You (“You” or “Your”) agree to the following terms of this Purchase Agreement (“Agreement)”:
SERVICES. Company agrees to provide you with the following:
9 Clockwork Accelerator Modules.
Live Q+A Calls each month for the one-year duration of the program.
10 applicable Clockwork implementation assignments.
Community support + feedback for the one-year duration of the Program.
One year of access to all class modules.
We reserve the right to change the program structure as needed at any time
And You agree to abide by all policies and procedures as outlined in this Agreement.
2. TERM. One Year
3. PAYMENT; CANCELLATION; REFUNDS; DEFERMENT. No refunds or cancellations will be granted. Payment shall be made using Paypal or Samcart, a merchant account, and will reflect the amount minus any admin fees. No refunds or payment plan cancellations will be issued after the purchase of the Program due to the nature of the in-person agreement and material. By accessing and purchasing the Program through the merchant account, You are also agreeing to be bound by its terms.
For payment plans:
Your first payment will be processed immediately, and then your credit card payment will continue to be charged on the same day each month until your balance is paid in full
In the event of a failed payment, this is the process we will use:
Day 1: Charge Attempt #1
Day 3: Charge Attempt #2
Day 4: Charge Attempt #3
Day 8: Charge Attempt #4
Each time a charge attempt fails, you will receive a new email notification asking you to update your payment information.
When you update your card, you’ll be re-billed on the next scheduled charge attempt and your Billing Date will not be altered.
If you go through all four attempts, and the payment cannot be recovered, we will refer your case to an external party for the full collection plus and additional 15% and additional fees the agency charges to initiate this process.
NOTE: If you successfully update your card after going Delinquent, you will be charged immediately and will have your re-billing date changed based on the current date.
You may pause your involvement for up to four (4) weeks during your 12 weeks for the following reasons: Illness, family emergency, or unexpected major life event. You must continue to make your payments on the original schedule.
4. CONFIDENTIALITY. This Agreement is considered a mutual non-disclosure agreement. Both Parties agree not to disclose, reveal or make use of any information learned by either party during discussions, coaching sessions, or otherwise, throughout the Term of this Program (“Confidential Information”). Confidential Information includes, but is not limited to, information disclosed in connection with this Agreement, including, but not limited to, the templates, and shall not include information rightfully obtained from a third party or wins, updates, or testimonials shared by the client. Both Parties shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information. The obligation of the Parties hereunder to hold the information confidential does not apply to information that is subsequently acquired by either Party from a third party who has a bona fide right to make such information available without restriction. Both Parties agree that any and all Confidential Information learned as of the date of purchase shall survive the termination, revocation, or expiration of this Agreement.
5. OWNERSHIP AND INTELLECTUAL PROPERTY. The Program and its branding are protected by copyright, trademark, and other U.S. and foreign laws. This Agreement and Your purchase of the Program do not give you any rights, title, or interest in the Company content, templates, or Company trademarks, logos, and other brand features except the limited personal use license granted pursuant to the terms of this Agreement.
6. COMPELLED DISCLOSURE OF CONFIDENTIAL INFORMATION. Notwithstanding anything in the foregoing, in the event that You are required by law to disclose any of the Confidential Information, You will (i) provide Company with prompt notice of such requirement prior to the disclosure, and (ii) give Company all available information and assistance to enable Company to take the measures appropriate to protect the Confidential Information from disclosure.
7. NON-DISCLOSURE OF COMPANY MATERIALS. These materials are proprietary, copyrighted, and developed specifically for Company. You agree that such proprietary material is solely for Your own personal use. Any disclosure to a third party is strictly prohibited. These materials are for Your individual use only and You are granted as a single-user license. No license to sell or distribute Company’s materials is granted or implied. You are not authorized to sell, market, or train Clockwork.
Further, by signing below, You agree that if You violate, or display any likelihood of violating, any of the agreements contained in this paragraph, Company will be entitled to injunctive relief to prohibit any such violations and to protect against the harm of such violations.
8. INDEMNIFICATION. You agree to indemnify and hold harmless Company, its affiliates, and its respective officers, directors, agents, employees, and other independent contractors from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, Your participation or action(s) under this Agreement. You agree to defend against any and all claims, demands, causes of action, lawsuits, and/or judgments arising out of, or relating to, the Your participation under this Agreement, unless expressly stated otherwise by Company, in writing.
9. DISCLAIMER. The Program and the information contained within the Program have been made available to You for use and informational purposes but do not constitute legal or medical advice. Company expressly disclaims all liability in respect of actions taken or not taken based on information provided to You by Company.
10. LIMITATION OF LIABILITY. In no event will company be liable for any losses or damages incurred by you, whether direct, indirect, incidental, special, exemplary or consequential, including lost or anticipated profits, savings, interruption to business, loss of business opportunities, the cost of substitute documents or advice or any other pecuniary loss arising from the use of, or the inability to use, the program or the licensed materials regardless of whether you have advised company or company has advised you of the possibility of such damages. Company aggregate liability in respect of any and all claims will be limited to the amount you paid for the program at your time of purchase. The foregoing limitations apply regardless of the cause or circumstances giving rise to such loss, damage or liability, even if such loss, damage or liability is based on negligence or other torts or breach of contract (including fundamental breach or breach of a fundamental term). Neither you nor company may institute any action in any form arising out of this agreement more than one (1) year after the cause of action has arisen. Some provinces do not allow the exclusion of limitation of incidental or consequential damages so the above exclusions may not apply.
11. If a dispute is not resolved first by good-faith negotiation between the parties to this Agreement, every controversy or dispute to this Agreement will be submitted to the American Arbitration Association. The arbitration shall occur within ninety (90) days from the date of the initial arbitration demand and shall take place in St. Petersburg, FL. The Parties shall cooperate in exchanging and expediting discovery as part of the arbitration process and shall cooperate with each other to ensure that the arbitration process is completed within the ninety (90) day period. The written decision of the arbitrators (which will provide for the payment of costs, including attorneys’ fees) will be absolutely binding and conclusive and not subject to judicial review, and may be entered and enforced in any court of proper jurisdiction, either as a judgment of law or decree in equity, as circumstances may indicate.
12. This Agreement shall be governed by and construed in accordance with the laws of the state of Florida, regardless of the conflict of laws principles thereof.
13. ENTIRE AGREEMENT; AMENDMENT; HEADINGS. This Agreement constitutes the entire agreement between the Parties with respect to its relationship and supersedes all prior oral or written agreements, understandings and representations to the extent that they relate in any way to the subject matter hereof. Neither course of performance, nor course of dealing, nor usage of trade, shall be used to qualify, explain, supplement or otherwise modify any of the provisions of this Agreement. No amendment of, or any consent with respect to, any provision of this Agreement shall bind either party unless set forth in a writing, specifying such waiver, consent, or amendment, signed by both parties. The headings of Sections in this Agreement are provided for convenience only and shall not affect its construction or interpretation.
14. This Agreement is deemed signed and accepted by You and Your electronic click to accept the terms of this Agreement and Your purchase and use of the Program.
15. SEVERABILITY. Should any provision of this Agreement be or become invalid, illegal, or unenforceable under applicable law, the other provisions of this Agreement shall not be affected and shall remain in full force and effect.
16. WAIVER. The waiver or failure of Company to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.
17. This Agreement may not be assigned by either party without the express written consent of the other party.
18. Company may revise these terms and will always post any updated or more recent versions on the Company website. By continuing to use or access the Program after any revisions come into effect, You agree to be bound by those revisions.
Last Updated/ Reviewed November 2022