TERMS OF SERVICE
THE CLEARPATH SOCIETY® MEMBERSHIP LICENSING AND NONDISCLOSURE AGREEMENT
This THE CLEARPATH SOCIETY® MEMBERSHIP LICENSING AND NONDISCLOSURE AGREEMENT (this “Agreement”), as of April 1, 2018, is between The ClearPath Society®, an assumed business name of Novus Venalicium, Inc., an Oregon Corporation, doing business as Jerry Jones Direct (the “PROVIDER”) and Member (the “MEMBER”).
The Provider is engaged in the business of marketing for dental practices and dental professionals. The Provider has developed unique operations, including the manner and method of identifying potential patients and patients needs, and specialized customer information. Provider has developed intellectual property utilized in the marketing and advertising to potential patients. The Provider has expended considerable time and funds to develop its patient attraction and retention methods. The intellectual property is commonly known collectively as The ClearPath Society®.
Provider and Member desire to enter into an arrangement where Provider provides services to Members of The ClearPath Society®.
The parties agree as follows:
SECTION 1. THE CLEARPATH SOCIETY®.
The Provider agrees to provide access to the Member and the Member desires access to The ClearPath Society® subject to the terms and conditions set forth in this Agreement. Additional terms and conditions may be found online at http://jerryjonesdirect.com/new/terms-of-service (hereinafter “Website”). Any updates to the Terms of Services online will control and supplement this Agreement. Your use of the site or the Membership products are explicit consent to these Terms of Service.
Membership in The ClearPath Society® will provide Member access to the following:
- Electronic and print versions of new patient advertisements;
- Unfair Advantage Patient Reactivation System™;
- Peak Productivity Time Management System™;
- Back issues of the Practice Profit Insider™;
- EZ Patient Financing System™;
- How to Get Free Press System™;
- Personal email access & occasional pre-scheduled 1:1, 20-minute maximum conferences; and,
- Other additional titles and services as they are created and released to Members from time-to-time.
Provider will make various services available to Member either directly or on the Website, including, but not limited to, educational products and advertising services for dentists and other health care professionals, and other like services. Member is responsible for providing, at its own expense, all equipment necessary to use the services, including but not limited to a computer, modem, and Internet access (including payment of all fees associated with such access).
Provider reserves the sole right to either modify or discontinue the Website, including any of the Website’s features, at any time with or without notice to Member. Provider will not be liable to Member or any third party should Provider exercise such right. Any new features that augment or enhance the then-current services on this site shall also be subject to these Terms of Service.
The ClearPath Society® reserves the right to modify the content, type and availability of any digital product at any time.
SECTION 2. TERMS OF SERVICE
Only one person may use the account (user name and password) associated with a membership, unless otherwise agreed in writing. A membership may not be transferred or assigned by Member to any other party. By accepting these Terms of Service, Member acknowledges and agrees that all content presented to Member on the site is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of Provider and /or its affiliates. Member is only permitted to use the content as expressly authorized by Provider. Except for a single copy made for personal use only, Member may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from this site in any form or by any means without prior written permission from Provider, and Member is solely responsible for obtaining permission before reusing any copyrighted material that is available on this site.
Any unauthorized use of the materials appearing on this site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.
SECTION 3. PURCHASE PRICE
3.1 Amount. Member agrees to pay the sum of Seven-Hundred-Ninety-Six Dollars ($796) immediately ($197 initiation fee plus first month’s Membership dues of $597). Payment shall be made via a secure page leading to Provider’s account at Authorize.net or other secure payment gateway. Member shall then be charged the sum of Five Hundred Ninety Seven Dollars ($597) on the same day each month consecutively, thereafter.
3.2 Payment Terms. Provider will charge or debit Member at the beginning of the membership or, if applicable, at the end of a free trial period. Billing will continue according to the cycle stated at the time of the order. Member will not be notified in advance of impending renewals. All subscriptions are renewed automatically. When Provider renews the membership, Provider will use the payment method currently associated with Member’s account.
3.3 Price Lock & Right To Modify. Provider reserves the right to change prices and fees at any time. Provider will notify Member in advance if the regular rate of the membership changes from what is stated herein. Member will have the opportunity to accept the new price or cancel Membership from the price change date.
3.4 Delivery of Items. Unless otherwise agreed in writing, delivery shall be made in accordance with Provider’s shipping policy in effect on the date of shipment. Delivery dates provided by Provider are estimates only. Provider will make reasonable efforts to deliver in accordance with such dates; however, Provider will not be liable for failure to deliver as estimated. Unless otherwise agreed in writing by Provider, material, products and goods shall be packaged according to Seller’s standards and practices.
3.5 Refund. During the first 30 days of Membership, Member may contact Provider in writing and request a refund of Membership or Administrative fees paid to date (Excludes any other services provided by Provider). After the initial 30 days, there will be no refunds. By accepting Membership, Member is making a commitment to remain a Member for at least 180 days (6 months).
SECTION 4. CONFIDENTIAL INFORMATION
Member hereby agrees that during the term of this Agreement and for a period of three (3) years thereafter, Member shall not publicly divulge, disseminate, publish or otherwise disclose any of Provider’s information, materials, intellectual property, concepts, methods, or any other items without the Provider’s prior written consent. Member also agrees to not use Provider’s information, materials, intellectual property, concepts, methods, or any other items for any purpose that contained in this Agreement.
SECTION 5. RIGHTS, OWNERSHIP AND USAGE
The content, concepts, and methods generated and created by Provider are owned by Provider. Any copyrights, trademarks, common law marks or trademarks, et al., belong to, are owned, and retained by Provider. Pursuant to the terms of this Agreement, and subject to Provider receiving full payment under this Agreement, and Member performing all terms and conditions of this Agreement, Provider makes a limited assignment to the Member, without representation or warranty, all rights, title and interest Provider may have in any work specifically created by Provider for the Member pursuant to this Agreement, and for uses solely intended under this Membership.
SECTION 6. DISCLAIMER
Provider makes no guarantees or warranty of any kind in relation to Member’s success with The ClearPath Society®. It is possible the Member may lose money.
SECTION 7. LIMITATION OF LIABILITY
IN NO EVENT SHALL PROVIDER OR ITS AFFILIATES BE LIABLE TO MEMBER OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
SECTION 8. HOLD HARMLESS
Member agrees to indemnify and hold free and harmless Provider, its corporate affiliates, current or future directors, trustees, officers, faculty, staff, agents, and their respective successors, heirs and assigns, against any claim, liability, cost, damage, deficiency, loss, expense, obligation of any kind or nature (including court costs and attorney’s fees) arising from any claim made against Provider or loss incurred by Provider as a result of or in any way arising from, relating to, or connected with Member’s obligations identified within this Agreement.
SECTION 9. NON-COMPETITION
The Member agrees that during this Agreement and for a period of three (3) years after the termination of this Agreement, the Member will not compete directly or indirectly with the Provider in any form or manner, alone or as a sole proprietor, a Member, a consultant, an owner, a partner, an officer, a director, a shareholder, a member, an adviser, an organizer, or an agent or in any way connected with any business in competition with the Provider.
SECTION 10. NON-SOLICITATION OF CUSTOMERS
The Member agrees that during the period of this Agreement and a period of three (3) years after its termination, Member will not directly or indirectly solicit the customers or prospective customers of the Provider or the Provider’s customers in any form or manner, alone or as a sole proprietor, a Member, a consultant, an owner, a partner, an officer, a director, a shareholder, a member, an adviser, or an agent or in any other way connected with any business in competition with the Provider.
SECTION 11. CANCELLATION OF AGREEMENT
11.1 Cancellation by Member. Except as outlined in 3.5, Member agrees to provide a 60-day written notice to cancel membership. Member agrees that the 60-day period may include up to two additional month’s Membership fees that will be non-refundable. Member may notify Provider of intent to cancel at any time after the first 6 months of Membership.
Cancellations are effective the following billing cycle. Member will not receive a refund for the current billing cycle. Member will continue to have the same access and benefits of the Membership for the remainder of the current billing period. Provider reserves the right to issue refunds or credits at its sole discretion. Member agrees to not dispute a credit card charge during the last 60 days of Membership.
11.2 Cancellation by Provider. Provider reserves the right to suspend or terminate Member’s membership for any reason, with or without notice and without further obligation. Member will not be entitled to a refund in these circumstances. If any or all of Provider’s Membership benefits are temporarily unavailable, Member will not receive a refund. Provider reserves the right to issue refunds or credits at its sole discretion.
SECTION 12. CHANGE IN PROGRAM
Provider is constantly updating, revising and creating new materials, concepts, and methods. Provider reserves the right to make changes at any time.
SECTION 13. REMEDIES
It is understood and agreed that if the Member breaches any term of this Agreement, the Provider will be seriously damaged, but the amount of damages will be difficult to ascertain. Accordingly, the Member agrees with the Provider that if, during Membership or after the Agreement is terminated, the Member breaches any term of this Agreement, the Provider will be entitled to an injunction prohibiting violations of this Agreement, in addition to any monetary damages to which the Provider may be entitled.
SECTION 14. SUCCESSORS AND ASSIGNS
This Agreement will be binding on and inure to the benefit of the Provider’s successors and assigns, whether by way of merger, consolidation, operation of law, assignment, or acquisition of the stock or substantially all the assets or business of the Provider. Any successor or assign is included in the term “Provider” as used in this Agreement.
SECTION 15. WEBSITE USE
Use of this website constitutes acceptance of these Terms. You acknowledge that you have read and are bound by the Terms of Service, as well as any other usage agreements of Provider, including the Website Terms of Service that may govern your conduct. Please do not hesitate to contact us at legal @ jerryjonesdirect.com if you have questions.
All text, graphics, videos, photographs, trademarks, logo, and other content (“Content”), including but not limited to the design of the site, is owned, controlled and/or licensed to Provider.
No part of the site or its content may be copied, reproduced, republished, publicly disseminated, or distributed in any way without Provider’s written consent.
SECTION 16. MISCELLANEOUS
16.1 Construction. Whenever possible, each provision of this Agreement will be interpreted in a manner that will render it effective and valid under applicable law. If any provision of this Agreement is or becomes prohibited by or invalid under applicable law, that provision will be ineffective only to the extent of the prohibition or invalidity without invalidating the remainder of the provision or the remaining provisions of this Agreement. The parties expressly intend and desire that any court holding any provision of this Agreement to be invalid or unenforceable as written will substitute a provision that is enforceable and that most fully accomplishes the purpose of the invalid or unenforceable provision.
16.2 Assignment. This Agreement and any of the rights, interests, or obligations under this Agreement may be assigned by the Provider without the prior written consent of the other party (ies). Member waives any rights of Assignments under this Agreement.
16.3 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or may be construed to confer on any person, other than the parties to this Agreement, any right, remedy, or claim under or with respect to this Agreement.
16.4 Notices. All notices and other communications under this Agreement must be in writing and will be deemed to have been given if delivered personally, sent by facsimile or email (with confirmation), mailed by certified mail, or delivered by an overnight delivery service (with confirmation) to Provider, Novus Venalicium, Inc., Attn: Jerry A. Jones, 4742 Liberty Rd. S #262, Salem, OR 97302, email email@example.com, and to any address of Member provided to Provider by Member.
Any notice or other communication will be deemed to be given (a) on the date of personal delivery, (b) at the expiration of the 5th day after the date of deposit in the United States mail, or (c) on the date of confirmed delivery overnight delivery service or email with confirmation.
16.5 Amendments. This Agreement may be amended from time to time by Provider. The terms and conditions found on the website supplement this Agreement. A modification to the website’s terms and conditions will amend this Agreement as well. Additionally, Provider may from time-to-time provide Member with a new Licensing Agreement. The Amended Licensing Agreement is effective upon being placed in the mail by Provider, upon electronic dissemination, or, posting at this web page.
16.6 Time of Essence. Time is of the essence with respect to all dates and time periods set forth or referred to in this Agreement.
16.7 Waiver. Any provision or condition of this Agreement may be waived at any time, in writing, by the party entitled to the benefit of such provision or condition. Waiver of any breach of any provision will not be a waiver of any succeeding breach of the provision or a waiver of the provision itself or any other provision.
16.8 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the state of Oregon, without regard to conflict-of-laws principles.
16.9 Attorney Fees. If any arbitration, suit, or action is instituted to interpret or enforce the provisions of this Agreement, to rescind this Agreement, or otherwise with respect to the subject matter of this Agreement, the party prevailing on an issue will be entitled to recover with respect to such issue, in addition to costs, reasonable attorney fees incurred in the preparation, prosecution, or defense of such arbitration, suit, or action as determined by the arbitrator or trial court, and, if any appeal is taken from such decision, reasonable attorney fees as determined on appeal.
16.10 Venue. Any action or proceeding seeking to enforce any provision of this Agreement or based on any right arising out of this Agreement must be brought against any of the parties in Marion County Circuit Court of the State of Oregon or, subject to applicable jurisdictional requirements, in the United States District Court for the District of Oregon, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to such venue.
16.11 Severability. If any provision of this Agreement is deemed to be invalid or unenforceable in any respect for any reason, the validity and enforceability of such provision in any other respect and of the remaining provisions of this Agreement will not be impaired in any way.