CEO WARRIOR AGREEMENT ADDITIONAL TERMS AND CONDITIONS FOR THE XCELERATOR PROGRAM
1. The Program is non-cancelable for the Initial Term and all fess hereunder are due and owing, except as provided for in Paragraph 2. Any payment not made when due, after a five-day grace period, will be assessed a late fee of five (5%) percent to be added to past due payments. Any payment that is more than 30 days past due will accrue interest at the rate of 18% per annum relating back to the first day the payment was late.
2. If you are on the monthly payment plan option, you may be eligible to terminate this Agreement without penalty upon providing Thirty (30) days’ written notice to Xcelerator@ceowarrior.com provided that you are current with all of your obligations under this Agreement including all payment obligations through the date of the notice. Upon the conclusion of the Thirty (30) day notice period, payment for any partial month shall be due as well before the termination is effective.
3. If your participation in the Program is terminated prior to the expiration of the Initial Term due to default on your payment obligations, you MUST return all materials received thru the Program and cease utilizing the materials received as a result of your prior participation. This provision does not apply if you successfully complete the Initial Term of the Program.
4. You acknowledge that it is your responsibility to reach out to the Advisor to take full advantage of the Program and all it has to offer and to seek help within the Program parameters when needed. Your failure to take full advantage of the Program and its many features (including Advisor based instruction, group, peer-to-peer, is not a valid reason to default on payment of any portion of the Program Fees.
5. Confidential Information/Non-Compete. You acknowledge that through your participation in the CEO Warrior membership program, you will have access to and be provided with certain confidential and proprietary information, materials, ideas, plans, trade secrets, and the like (collectively the “Confidential Information). You are hereby granted a certain limited use license (the “Limited License”) to use the Confidential Information as made available by the Advisor and, at times, other Program participants, in a manner to further advance the Member’s business interests. You agree that you shall not own, manage, operate, control, consult, or be employed or involved in any manner with a business that is substantially in the same business as Advisor for the term of this Agreement and for three (3) years from the termination/expiration of this Agreement.
6. You agree, without limitation, that at all times hereunder, you may not use the Confidential Information or disclosure the Confidential Information to anyone outside of the management team at your Company and shall only use the Confidential Information for Your Company. Any use or disclosure of the Confidential Information other than as specifically allowed under this Agreement is a material breach of this Agreement subjecting you to damages and requiring you to immediately cease use of all such materials and to immediately return all such Confidential Information. You also agree to respect the privacy of fellow Program participants. By entering into this Agreement, you agree not to violate the public or private rights of any Program participant.
7. You agree, without limitation, that at all times hereunder, you may not sell, rent, trade, barter, gift, or profit from or share, in any manner or form, the Confidential Information with anyone outside of the management team at your company. To do so, is a material breach of this Agreement subjecting you to damages and requires you to immediately cease use of such materials and requires the immediate return of all such Confidential Information.
8. You agree that, if you violate, or display any likelihood of violating, any of the agreements or covenants contained in Paragraphs 5, 6, and/or 7, the Advisor and/or the other Program participant(s) shall be entitled to injunctive relief to prohibit any such violations to protect against the irreparable harm of such violation(s). The restrictions of Paragraphs 5, 6, and/or 7 shall survive the termination or expiration of this Agreement, regardless of the reason, for three (3) years from the date of the termination/expiration of this Agreement.
9. If a legal action is commenced by Advisor as a result of your breach of Paragraphs 5, 6, or 7 herein, or for any breach of the financial terms and/or your failure to make all payments due under this Agreement, Advisor shall be entitled to the recovery and an award of all collection costs, specifically including all attorneys’ fees, costs, expenses, court costs and fees, and the like, including the fees and expenses of process of service, collection costs, and similar expenses in prosecuting You.
10. Advisor herein agrees that any Confidential Information and/or Company records including financial data and the like (“Your “Data”) you provide to Advisor shall remain your property and under your control. Your Data shall only be shared with employees of Advisor and, with your prior permission, outside consultants or other individuals that may be utilized on your behalf. Upon the termination of your Membership, you may request to have the Data identifiable as yours destroyed by CEO Warrior. Notwithstanding the foregoing, you authorize CEO Warrior to use your Data in CEO Warrior’s aggregate analysis on behalf of the membership while protecting your identity. In addition, CEO Warrior can list you as a Member and/or use your likeness (photographs and such) on CEO Warrior’s website and in promotional materials.
11. Governing Law. The Parties hereto agree that the laws of the State of New Jersey, excluding its conflict-of-law rules, shall govern this Agreement and all controversies or claims arising out of or relating to this Agreement or the breach thereof, including all claims concerning the Confidential Information. Additionally, the Parties agree to submit all claims or controversies and all legal proceedings related to this Agreement in any manner to the jurisdiction of, and agree that the venue is proper in, the Superior Court, Law Division, Monmouth County in the State of New Jersey. Furthermore, at the sole discretion of the Advisor, the Advisor may elect to choose as the venue of choice the home jurisdiction of the Member (You) or the Superior Court, Law Division, Bergen or Middlesex County in the State of New Jersey. The parties hereto hereby waive the right to a trial by jury with respect to any litigation arising out of or in connection with this Agreement.
12. Capacity/Independent Contractor. In providing the Services under this Agreement it is expressly agreed that the Advisor is ac ting as an independent contractor and not as an employee of the Member. The Parties acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for services.
13. Disclaimer. Advisor does not provide any legal, financial or professional advice. Advisor strongly advises that independent due diligence should be conducted as to such questions or concerns and You should consult Your own lawyer, accountant or financial professional for relevant advice including advice on licensing requirements. In addition, no representations, warranties, or guarantees of any kind whatsoever are made regarding the results that can be achieved from participating in the Program or through the use of the Program Materials or Confidential Information. Nothing contained in the Program should be construed as professional, licensing, legal, accounting or financial advice. Furthermore, this Agreement is between You and the Advisor and is not in any manner contingent on any one person, ownership structure, or specific advisor remaining connected to the Advisor or providing Services to You during the Term of this Agreement, as extended or modified, and the Advisor does not guarantee which individual or employee will be providing the Services hereunder, and/or whether or not such individual or employee will provide all or a portion of the Services.
14. Modification or Assignment of Agreement. No amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement shall be binding unless evidenced in writing and signed by the Parties. This Agreement is not assignable by the Member without the prior written consent of the Advisor. This Agreement shall remain binding on the Member in the event the Member has a change of ownership, without and unless, Advisor consents to an assignment in writing as noted herein. Advisor may assign this Agreement in the event of an ownership change or restructure.
15. Entire Agreement. It is agreed that there are no representations (oral or written), warranties, collateral agreements or conditions affecting this Agreement except as expressly provided in this Agreement.
16. Construction and Drafting. All language used herein shall be deemed to be the language jointly chosen by the parties, and no rule of strict construction shall be applied against a party based on its role or no role in drafting any portion of this Agreement.
17. Severability and Waiver. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. The waiver by either Party of a breach, default, delay, or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
18. Adjustments to Membership Fee. Advisor reserves the right to adjust Membership Pricing for any Renewal Term to reflect inflation and/or reasonable market conditions. Advisor shall use its best efforts to communicate any changes in the Membership Pricing to Member at least sixty (60) days prior to the commencement of the applicable Renewal Term. In any event, Member shall have thirty (30) days from the receipt of any Membership Fee price increase notice to decline, in writing, to accept the Membership renewal at the increased price. Advisor shall have the option to allow the Member to renew at the current price or to permit the Membership to terminate at the end of the current Term. If no such notice of termination is provided by the Member, the Agreement shall renew for the next Renewal Term at the adjusted pricing, if any.