THE CLEARPATH SOCIETY® MEMBERSHIP
LICENSING AND NONDISCLOSURE AGREEMENT
This THE CLEARPATH SOCIETY® MEMBERSHIP LICENSING AAND NONDISCLOSURE AGREEMENT (this “Agreement”), as of July 1, 2017, is between The ClearPath Society®, an assumed business name of Novus Venalicium, Inc., an Oregon Corporation (the “PROVIDER”) and a Member (the “MEMBER”).
The Provider is engaged in the business of marketing for dental practices. The Provider has developed unique operations, including the manner and method of identifying potential customers and customers’ needs, customer lists, and specialized customer information. Provider has developed intellectual property utilized in the marketing and advertising to potential customers. The Provider has expended considerable time and funds to develop its customer information and the potential needs of those customers. The intellectual property is commonly known collectively as The ClearPath Society®.
Provider and Member desire to enter into an arrangement where Provider provides 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”).
Membership in The ClearPath Society® will provide Member access to the following:
1. Electronic and print versions of new patient advertisements;
2. Unfair Advantage Patient Reactivation System™;
3. Peak Productivity Time Management System™;
4. Back issues of the Practice Profit Insider™;
5. EZ Patient Financing System™;
6. How to Get Free Press System™;
7. Personal email access & pre-scheduled 1:1, 20-minute maximum conferences with Jerry Jones; and,
8. Other additional titles and services as they are created and released to Members from time-to-time.
We 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).
The ClearPath Society® reserves the right to modify the content, type and availability of any digital product at any time.
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 your order. Member will not be notified in advance of impending renewals. All subscriptions are renewed automatically. When Provider renews your membership, Provider will use the payment method currently associated with Member’s account.
3.3 Price Lock & Right To Modify. Provider will use its best faith efforts to freeze Member dues at the amount paid at the time of joining. However, Provider reserves the right to change prices and fees at any time. Provider will notify you in advance if the regular rate of a product changes from what was stated at the time of your order. You will have the opportunity to accept the new price or cancel your Membership from that point forward.
3.4 Correction of Price. If a stated price is determined by Provider, in its sole discretion to be in error, it is not under any obligation to offer you the product at that price. We will notify you of the error and give you the opportunity to cancel your order and obtain a refund if payment has already been made.
3.5 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.
3.6 Refund. If Member is unsatisfied within the first 90 days, Member may contact Provider in writing and request a refund of all sums paid to date. After the initial 90 days, there will be no refunds. A refund is provided in the same manner as initially paid, a monthly refund for up to 3 months based on the amount paid in 3.1. Example: If a Member pays $597 in January 1, February 1 and March 1, a refund of $597 would be provided on April 1, May 1 and June 1.
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, IP, or any other items without the Provider’s prior written consent. Member also agrees to not use Provider’s information, materials, IP, or any other items for any purpose that contained in this Agreement.
SECTION 5. 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 6. 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.
FURTHER, PROVIDER SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THIS SITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
SECTION 7. 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 8. 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 9. NON-SOLICITATION OF CUSTOMERS
The Member agrees that during the period of this Agreement and a period of three (3) years after, 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 10. CANCELLATION OF AGREEMENT
10.1 Cancellation by Member. When you cancel, you cancel only future charges associated with the membership. Member may notify Provider of Member’s intent to cancel at any time, but the cancellation will become effective at the end of Member’s current billing period.
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.
10.2 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 11. Change in Program
Providers is constantly updating, revising and creating new materials. Provider reserves the right to make changes to its product(s) at any time. If Provider temporarily reduces or eliminates the charge for content or access you are currently paying for under different terms, you will not receive a refund.
If any or all of our digital products are temporarily unavailable, you will not receive a refund. We reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future.
SECTION 12. 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 within the time periods specified in Sections 2, 3, and 4 of this Agreement after the Member terminates Membership, 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 13. 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 14. NO ADEQUATE REMEDY
14.1 Acknowledgment. The Member acknowledges and agrees that it is impossible to measure in money the damages that may accrue by reason of their failure to perform any obligation under Sections 2, 3, and 4 of this Agreement. Therefore, if the Provider institutes any action or proceeding to enforce Section 2, 3, or 4, the Member hereby waives the claim or defense that the Provider has an adequate remedy at law, and the Member will not urge in any such action or proceeding the claim or defense that the Provider has an adequate remedy at law.
14.2 Equitable Relief. If the Member violates any provision of this Agreement, Member hereby consents to the granting of a temporary, and thereafter a permanent, injunction against Member by any court of competent jurisdiction prohibiting them from violating any provisions of this Agreement. In any proceeding for an injunction and on any motion for a temporary or permanent injunction, the Member agrees that their ability to answer in damages will not be a bar or interposed as a defense to the granting of a temporary or permanent injunction against Member. The Member agrees that the Provider will not have an adequate remedy at law and will suffer irreparable damage in the event that the Member breaches any provision of this Agreement.
SECTION 15. MISCELLANEOUS
15.1 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.
15.2 Reasonable Agreement. The Member agrees that the covenants contained in this Agreement do not place an unreasonable burden on the Member.
15.3 Binding Effect. This Agreement is binding on and inures to the benefit of the parties and their respective heirs, personal representatives, successors, and [permitted] assigns.
15.4 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.
15.5 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.
15.6 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 the parties at the following addresses or facsimile numbers (or at such other address or facsimile number as a party may designate by like notice to the other parties):
To: Provider, Novus Venalicium, Inc. To: Member
Attention: Jerry A. Jones Attention: _____________________
Address: 4742 Liberty Rd S #262, Salem, OR 97302 Address:__________________________
Email: info @ jerryjonesdirect.com Email:____________________________
Facsimile No.: (503) 218-0557 Facsimile No.: _____________________
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 by facsimile or overnight delivery service.
15.7 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.
15.8 Counterparts. This Agreement may be executed in counterparts, each of which will be considered an original and all of which together will constitute one and the same agreement. This Agreement also becomes effective upon the review and acceptance of the terms and conditions on the website.
15.9 Facsimile or Electronic Signatures. Facsimile or electronic transmission of any signed original document, and retransmission of any signed facsimile transmission, will be the same as delivery of an original. At the request of any party, the parties will confirm facsimile transmitted signatures by signing an original document.
15.10 Further Assurances. Each party agrees to execute and deliver such other documents and to do and perform such other acts and things as any other party may reasonably request to carry out the intent and accomplish the purposes of this Agreement.
15.11 Time of Essence. Time is of the essence with respect to all dates and time periods set forth or referred to in this Agreement.
15.12 Expenses. Except as otherwise expressly provided in this Agreement, each party to this Agreement will bear its own expenses in connection with the preparation, execution, and performance of this Agreement and the transactions contemplated by this Agreement.
15.13 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.
15.14 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.
15.15 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.
15.17 Injunctive and Other Equitable Relief. The parties agree that the remedy at law for any breach or threatened breach by a party may, by its nature, be inadequate, and that in addition to damages, the other parties will be entitled to a restraining order, temporary and permanent injunctive relief, specific performance, and other appropriate equitable relief, without showing or proving that any monetary damage has been sustained.
15.18 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.
15.19 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.