Last Modified: February 13, 2021
THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
IF YOU DO NOT AGREE TO BE BOUND TO ALL OF THESE TERMS, DO NOT PURCHASE FROM US. YOUR FULL ACCEPTANCE OF THESE TERMS IS AN ESSENTIAL CONDITION TO OUR ALLOWING YOU INTO OUR MEMBERSHIP PROGRAM AND/OR TO UTILIZE OUR SERVICES.
INNOVATIVE SENIOR SOLUTIONS, LLC RESERVES THE RIGHT TO REVISE THESE TERMS AND CONDITIONS AT ANY TIME. BY ACCESSING AND/OR USING OUR WEBSITE, MEMBERSHIP, ONLINE SYSTEMS AND/OR OUR SERVICES, YOU AGREE TO ACCEPT AND BE FULLY BOUND BY ANY SUCH REVISIONS WHEN THEY BECOME EFFECTIVE, WHETHER OR NOT YOU HAVE ACTUALLY REVIEWED THEM. IF YOU DO NOT AGREE TO ACCEPT AND BE FULLY BOUND BY THIS AGREEMENT, YOU SHOULD NOT AND ARE EXPRESSLY PROHIBITED FROM HAVING ANY USERS ACCESS WEBSITE, MEMBERSHIP, ONLINE SYSTEMS AND/OR OUR SERVICES.
The term of this Agreement shall begin once your payment is received and shall continue on a renewable annual basis until terminated in accordance with its terms herein below.
Scope of Services
Company agrees to provide Membership (herein referred to as “Membership”) identified in online commerce shopping cart. As a condition of purchasing, continued participation in the Membership, and continued access to the benefits and content provided by Company that are related to the Membership, you agree to be bound by and to abide by all policies and procedures set out in this Agreement, including those incorporated by reference, and you understand that both you and your business will be jointly and severally responsible for understanding and upholding the terms of this Agreement, and liable for any breach.
As part of the Membership, Company will provide benefits (“Membership Benefits”) that may include the following:
- Employee training
- Group coaching
- One-on-one consultations
- Forms library and online documents
- Q&A sessions
- Annual conference
Company will provide Membership Benefits to assist Member with its employee on-boarding, hiring, and training processes. Company takes no responsibility for hiring new employees and Member understands that it is its sole responsibility to interview, vet, select, hire, oversee, manage, discipline and/or terminate any employees according to the Member’s own policies and applicable law.
Member understands that it is its sole responsibility to ensure its employees, New Hires, and trainees have adequate equipment and internet to access the trainings. Member must ensure its employee uses the login and password provided by Company, and that its employee registers for all training within the specified timeframe through Eventbrite or a similarly situated reservation software.
Username & Passwords
To access certain features of the Membership, Member may need a username and password. Member may receive passwords and access to the Membership site for up to two (2) senior managers in addition to the access limits specified for each training. Other representatives and employees of the Member shall be given, where necessary to provide the Services hereunder, separate temporary login and password combinations to allow them restricted access to other sites or resources provided by the Company. Member agrees to keep their username and password confidential, and shall cause any of its employees who are given access to the Membership to do the same. During the registration process for any service or product, Member agrees to provide Company true, accurate, current and complete information about itself and those who will access the Membership on Member’s behalf.
If the Company has reasonable grounds to suspect that a Member or its employees have provided false information, shared their username and password with anyone outside of their allotted number of users, misused Company’s legally protected intellectual property, including but not limited to its trademarks or copyrighted materials, or forwarded any non-public material from the Membership to any other person, the Company has the right to suspend or terminate any Member’s account and refuse any and all current or future use of the Membership, without refund.
All one-on-one appointments will be given on a first-come-first-served basis. There is no guarantee that there will be times available that will match Member’s schedule. Members who do not attend appointments on their scheduled day and time, or who are more than 10 minutes late to a session, will forfeit that session and may not reschedule.
Members must cancel or reschedule an appointment at least three (3) business days in advance or their session will be forfeited.
Members that do not adhere to this cancellation policy by repeatedly missing scheduled appointments will forfeit this benefit for the duration of their Membership, and no refunds or discounts to the Membership will be issued.
In-Person Meetings and Conferences
Members will have the opportunity to participate in the yearly conference provided by Company. Schedule, location, registration details, and Event Terms shall be determined at a later date. This conference will be subject to Company’s in-person event terms, which shall be presented to Member prior to the event. Full acceptance of these terms will be required in order for Member to be eligible to attend.
Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship. The Company is agreeing only to provide Member with access to the Membership, which provides education and information. The information contained in the Membership, including any interactions with the instructors, is not intended as, and shall not be understood or construed as professional advice.
Neither Company nor our assigns, employees, owners, agents, or other third-parties acting on its behalf will be liable or responsible to you, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in our performance under this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national, state, or local emergency, revolution, insurrection, epidemics, pandemics, lockouts, strikes or other labor disputes (whether or not relating to our workforce), restraints or delays affecting carriers, or inability or delays in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdowns, or power outages.
Member understands that COVID-19 is a highly contagious and potentially lethal virus for which there is currently limited testing, limited access to vaccines, and no known cure. Independent Contractor understands that the most common symptoms of COVID-19 are fever (100 degrees and over), cough, and difficulty breathing, and that some reports also indicate that individuals may have loss of smelling and taste if they have contracted COVID-19. Member understands that COVID-19 can impact anyone of any age and of any fitness level, regardless of any underlying health issues, and that it may cause long-term or even permanent physical injury or death. Member understands that people can by asymptomatic (not have any symptoms of COVID-19), but still carry the virus. Member understands that if it or any of its workers has any symptoms or is exposed to anyone with symptoms or who has been diagnosed with the virus, that it is critical that it report this information to OFA immediately and that exposed individuals quarantine for at least fourteen (14) days. Member understands that when engaging with individuals while interacting with others in connection with this Agreement, it may be risking its own exposure to COVID-19 and that it may expose others to COVID-19 if it or its workers are infected with the virus.
As such, Member acknowledges that it and all of its employees and designees under this Agreement is responsible for complying, and hereby agrees to comply, with the CDC and Company guidelines regarding COVID-19, including, but not limited to, the following safety procedures and protocols:
- Staying at least 6 feet away from other individuals
- Wearing a mask while in common or public spaces
- Washing hands for at least 20 seconds
- Practicing good hygiene while in common or public spaces (e.g. coughing or sneezing into one’s elbow or a tissue, not touching one’s eyes, nose or mouth, and wiping down all hard surfaces with a disinfectant wipe)
- Not sharing any equipment, supplies, or other belongings with another person
MEMBER AND ITS DESIGNEES UNDER THIS AGREEMENT VOLUNTARILY, KNOWINGLY, AND EXPRESSLY ASSUMES ANY AND ALL RISK THAT MAY RESULT FROM IN-PERSON INTERACTION WITH OTHERS IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE RISK OF EXPOSURE TO COVID-19 AND THE POSSIBLE TRANSMISSION OF COVID-19 TO OTHERS.
Fees and Payment
Member understands that it is purchasing an annual subscription and is responsible for all payments for the entire term. All payments fees for the subscription must be paid in full and are non-refundable. Member’s subscription shall automatically renew unless Member notifies Company in writing of its intent not to renew at least 30 (thirty) days prior to the renewal. Fees may be paid in 12 (twelve) equal monthly installments (the “MONTHLY INSTALLMENT FEE”) billable and due on the first day of each calendar month, or may pay the entire Annual Subscription Fee in a single transaction with a discount of 15%. Member understands that if the Company accepts payments in the form of a monthly fee, this does not convert the Agreement to a monthly subscription plan.
In the event that the Member uses or orders fewer Services than provided within the Annual Services Package in a particular period, the Member expressly agrees that it will not receive a rollover or similar credit in the following period for any unused Services in the previous period.
Furthermore, in the event that the Member orders more Services than provided in the Annual Services Package in any particular month, the Company will provide those extra Services only upon pre-agreed terms and conditions, including additional payment, provided for under a separate agreement.
Member agrees that all Service Fees, including any applicable taxes, for which it is responsible for, will be debited from a bank account or charged to a credit card. FOR BANK DEBIT OR CREDIT CARD PAYMENT, MEMBER HEREBY AUTHORIZES COMPANY TO DEBIT THE BANK ACCOUNT OR CHARGE THE CREDIT CARD, AS THE CASE MAY BE, THAT HAS BEEN DESIGNATED BY MEMBER IN ACCORDANCE WITH THE SIGNED CREDIT CARD/ACH AUTHORIZATION FORM, THE TERMS OF WHICH FORM ARE EXPRESSLY INCORPORATED HEREIN. Member may be assessed additional fees and costs if Member’s bank debit or credit card are declined for any reason.
No Chargebacks and Defaulted Payments
Member agrees to reimburse Company for all collection and/or legal fees and expenses necessitated by lateness or default in payment.
Member agrees and understands that the charges on a credit card or for any check for the purchase of any products or services of Company are irrevocable and may not be charged back now or in the future, by Member’s credit card company, banking institution, or payment processor, and that Member’s initiating a chargeback is a material breach of this Agreement for which Company shall be entitled to attorney fees and the costs and fees associated with addressing a chargeback, in addition to the amount challenged.
Should Member not pay the amount submitted to it by Company for the cost of the chargeback within 30 days after Company has submitted its amount of cost due to Member contesting a charge, the charges may be turned over to third parties for collection, and may be reported to one or all credit reporting agencies. Company shall have at its sole disposal any other legal remedy in accordance with this Agreement it independently chooses to pursue for any collection against Member for the cost of the chargeback. Notwithstanding anything in this Agreement to the contrary, Company explicitly reserves the right to use and disclose Member’s and it’s owners’ personal and sensitive information to third parties to the extent reasonably necessary to enforce its rights under this Agreement. The information disclosed may include, but is not limited to, the name, email addresses, purchase date, purchase amount, and billing addresses of Member and/or it’s owners. Member further agrees that proof of purchase by Company is all that is necessary to establish to the credit card agency, banking institution, or payment processor to deny a chargeback to Member. Member agrees that it and its owners shall be jointly and severally liable for any breach, liability, damages, fees, or obligations it may incur or cause under this Section.
The terms in this section shall survive termination of the Agreement.
Code of Conduct
Compliance, respect, and the adherence to all applicable laws and regulations remain core value of our Company. We have enacted, and Member hereby agrees to adhere to our Code of Conduct defining and outlining our firm commitment to not tolerate violations and to apply a zero-tolerance policy for any non-compliance.
The Company respects the privacy of its clients and will take reasonable steps not to disclose any information Member provides except as set forth in this Agreement. As a condition of purchasing and participating in the Membership, Member hereby agrees to respect the privacy of other Membership participants and to respect the Company’s confidential and proprietary information.
Specifically, Membership shall not share, record, take images of, sell, disassemble, decompile, create derivative works from, or otherwise use any information provided by other Membership participants outside of the bounds of the Membership unless Member receives express written permission from such other participant to use the information.
Similarly, the content of the Membership contains the Company’s proprietary methods, processes, forms, templates, and other confidential and sensitive information. Member hereby agrees not to share the information provided to you in the Membership with anyone other than the Company, its owners and employees, and other Membership participants. Member further agree to not to share, record, take images of, sell, disassemble, decompile, create derivative works from, or otherwise use any information obtained from Company through the Membership, absent the express written permission from an authorized representative of Company.
Please choose carefully the materials that you upload to, submit to, or embed on any website operated by the Company and any third-party forums operated by the Company. Any material Member posts on the Company’s website or in any third-party forums operated by the Company may become public.
By posting or submitting any material in the Membership, such as questions, comments, posts, photos, images, videos or other contributions, Member is representing to Company that it is the owner of all such materials and that Member is at least 18 years old.
Member is also granting Company, and anyone authorized by Company, an unlimited, royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, create derivative works from, distribute, and/or publicly perform or display your contributions, in whole or in part, in any manner or medium, now known or developed in the future, for any purpose, and granting Company the right to make it part of our current or future Membership or other content. This right includes granting Company proprietary rights or intellectual property rights under any relevant jurisdiction without any attribution, further permission from Member, or compensation by Company to Member. Member acknowledges that Company has the right but not the obligation to use any contributions from Member and that Company may elect to cease the use of any such contributions in the Membership at any time for any reason.
Suspension or Termination
The Member expressly acknowledges that the Annual Subscription Fee is fully due and payable upon signature hereof and, if the Company accepts payment thereof in the form of the Monthly Installment Fee, this does not convert the Agreement to a monthly subscription plan and in the event of the Member’s breach or otherwise in accordance with the terms hereof, the Member shall immediately pay all unpaid Monthly Installment Fees or any balance of the Annual Subscription Fee to the Company.
The Member expressly acknowledges that, if it chooses not to take advantage of any or all of the Services made available by the Company, it will not be entitled to a refund of any Monthly Installment Fees or any part or the whole of the Annual Subscription Fee. The Member also expressly acknowledges that its failure to take advantage of any or all of the Services made available by the Company shall not constitute notice to the Company of the Member’s intent not to renew this Agreement.
Rates Subject to Change
New Products or Updates
Periodically, Company may incorporate product updates and new releases with respect to the Services offered. All product updates and new releases shall be governed by the same terms and conditions of this Agreement.
Company is not responsible for the availability or the quality, accuracy, integrity, fitness, safety, reliability, legality, or any other aspect of any Services that the Member may purchase or connect to through the Membership, or any descriptions, promises or other information related to the foregoing. It is the sole responsibility of the Member to ensure that its employees and staff have adequate training.
All Services provided hereunder are for the convenience of the Member alone and are for informational purposes only. Member assumes all responsibilities and liability to its employees and other regulatory bodies regarding its employees and required training. Company expressly disclaims all warranties for the information provided under the Membership, including warranties of fitness for a particular purpose.
Member understands that it is getting access to information only and that NO RESULTS ARE GUARANTEED.
COMPANY DOES NOT REPRESENT THAT THE MEMBERSHIP OR COMPANY’S SERVICES WILL MEET MEMBER’S REQUIREMENTS OR THAT THE OPERATION OF THE MEMBERSHIP OR COMPANY’S SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. MEMBER ACKNOWLEDGES THAT IT HAS INDEPENDENTLY EVALUATED THE MEMBERSHIP AND COMPANY’S SERVICES AND THEIR APPLICATION TO MEET THE NEEDS OF MEMBER AND THE NEEDS OF MEMBER’S BUSINESS. COMPANY DISCLAIMS, AND MEMBER HEREBY EXPRESSLY WAIVES, ALL OTHER REPRESENTATIONS, CONDITIONS, OR WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY CLAIMS ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE. MEMBER MAY NOT MAKE ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, ON BEHALF OF COMPANY, ITS AFFILIATES OR THEIR RESPECTIVE THIRD PARTY PROVIDERS OR LICENSORS TO ANY AUTHORIZED USER OR ANY OTHER PARTY IN CONNECTION WITH THE MEMBERSHIP OR COMPANY’S SERVICES WITHOUT COMPANY’S EXPRESS PRIOR WRITTEN CONSENT.
Member agrees that they will not engage in any conduct or communications with a third party, public or private, designed to disparage Company. Neither Member nor any of Member’s associates, employees, agents, representatives, or affiliates will directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, publish, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the Company or any of its programs, members, owner directors, officers, Affiliates, subsidiaries, employees, agents or representatives.
Member further agrees that neither they nor anyone acting on their behalf will publish, post, or otherwise release any material in written or electronic format, make speeches, gain interviews, or make public statements that mentioned Company, its Membership, operations, clients, customers, employees, vendors, products, or services without the prior written consent of an authorized representative of Company.
The Company reserves the right, in its sole discretion, to terminate any Member’s or their user’s access to the Membership and the related services or any portion thereof at any time, if any Member or their users become disruptive to the Company or other Membership participants, if any Member or their users fail to follow the Membership guidelines or Code of Conduct, or if any Member or their users otherwise violate this Agreement. Members shall not be entitled to a refund of any portion of the fees in the event of such termination, and Members shall continue to be responsible for any unpaid Membership fees that would have been payable to Company in the event your membership had remained intact, absent any renewals. In the event that Company terminates a Member’s membership due to their or their user’s disruption, failure to follow the Membership guidelines, malfeasance, wrongdoing, or violation of this Agreement, all rights, licenses, privileges, and benefits granted to that Member under this Agreement shall be immediately revoked and they shall return all content they received related to the Membership back to Company. Any Member’s further use of the Membership, its contents, or intellectual property shall be considered Unauthorized Use and shall be subject to any liquidated damages and other remedies that may be specified in this Agreement. The restrictions imposed on Members in these Terms with respect to the Membership intellectual property will still apply now and in the future, even after termination by Member or the Company.
MEMBER SHALL INDEMNIFY AND HOLD COMPANY COMPLETELY HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, OR LIABILITY (INCLUDING ALL COSTS, EXPENSES AND REASONABLE ATTORNEY’S FEES IN DISPOSING OF AND DEFENDING ANY SUCH CLAIMS, DEMANDS OR LIABILITY) ARISING OUT OF ANY ACTION OR INACTION OF THEIR EMPLOYEE OR DESIGNATED USER, EXCEPT TO THE EXTENT A RESULT OF COMPANY’S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THIS INDEMNIFICATION PROVISION IS TO BE READ TO AFFORD COMPANY THE BROADEST PROTECTION PERMITTED BY LAW.
MEMBER HEREBY AGREES TO INDEMNIFY AND HOLD COMPANY HARMLESS FROM AND AGAINST ANY CLAIMS, LOSSES, COSTS, DAMAGES, LIABILITIES, JUDGMENTS, SETTLEMENTS OR REGULATORY ACTIONS, INCLUDING COSTS, FINES, EXPENSES AND REASONABLE ATTORNEYS’ FEES ARISING FROM OR IN ANY MANNER RELATING TO ACTIONS BROUGHT BY MEMBER OR ANY OF ITS USERS AGAINST COMPANY REGARDING THE COMPANY’S WEBSITE, SERVICES, MEMBERSHIP, OR SYSTEMS EXCEPT TO THE EXTENT THE CLAIM ARISES FROM COMPANY’S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THIS INDEMNIFICATION PROVISION IS TO BE READ TO AFFORD COMPANY THE BROADEST PROTECTION PERMITTED BY LAW.
THE PARTIES AGREE THAT THE OBLIGATIONS CONTAINED WITHIN THIS SECTION WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
This Agreement may not be assigned by Member without the prior written consent of Company. Any attempted assignment, delegation or transfer of this Agreement by Member to a third party hereto in violation hereof shall be null and void. Company shall have the right to assign this Agreement and any or all of its rights and/or obligations under this Agreement to any parent, subsidiary, or other affiliate, or to any entity that is a successor in interest pursuant to a merger or acquisition with or of any division or all of Company without the Member’s written consent. Subject to the foregoing limitation upon assignment, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and the respective heirs, personal and legal representatives, successors and assigns of the Parties.