Acceptance of Terms and Conditions for Participation in the Magic in Your Mind Program
This Acceptance of Terms and Conditions (the “Agreement“) and the applicable registration or order form (the “Registration Form“) for participation in the Magic in Your Mind program and its related courses, materials, websites and associated programs (collectively referred to as the “Program”) sets forth the terms of the relationship between the Proctor Gallagher Institute (“PGI“), with offices located at 8766 East Shea Boulevard, Suite 106-621, Scottsdale, Arizona 85260, USA, and you as the purchaser or consumer (“you“) as it relates to the Program. You and PGI may be referred to in this Agreement collectively as the “Parties” or individually as a “Party.” You expressly agree to the terms of this Agreement by participating in the Program.
1. Term of Agreement. The term of this Agreement shall begin upon PGI’s acceptance of your enrollment in the Program (the “Effective Date“) and shall end six weeks following your accepted enrollment or upon termination by either Party. Either you or PGI may terminate this Agreement at any time, with or without cause, by giving the other Party written notice of termination. Termination will not, however, release either Party from any obligations that arose prior to the date of termination or result in a refund of monies paid to participate in the Program.
2. Program Participation Payments. In consideration of the products and services provided as part of the Program, you agree to pay PGI the applicable amount(s) agreed upon during the enrollment process (the “Program Participation Amount”). PGI must receive full payment of the agreed upon Program Participation Amount before any products, services or other benefits of the Program will be provided to you, including the sending of materials or starter kits and/or the transmission of electronic or digital content. Failure to make any payment or to otherwise deviate from any payment terms agreed to by the Parties during or after your enrollment to the Program will result in all Program products and services being suspended until payment is made. Any deviation in payment terms may, at PGI’s sole and absolute discretion, result in an immediate acceleration of all sums due and owing by you for participation in the Program. Suspension of Program products and services, however, does not release you from the obligation to make all payments owed to PGI for participation in the Program or for other fees associated with your enrollment in the Program or the receipt of any products or services.
3. Program Materials. You will be provided with the following Program materials: Access to six audio downloads, a workbook, and six weeks of daily e-mails and video content. You will be provided access to, shipped and/or authorized to participate in the Program following payment of the Program Participation Amount. You agree that PGI will not have liability of any kind arising out of any late delivery or misdelivery of and program materials or other licensed materials no matter when ordered. In addition, if you deviate from any payment terms that may be agreed to by the Parties after the commencement of the Program, all Program products and services will be suspended until payment is made and your account is brought current. But suspension of Program products and services does not release you from responsibility for fulfilling all payment obligations. We may update the program materials and other licensed materials from time to time, but we are under no obligation to make or provide updates, and we do not warrant or represent any update we do provide is accurate or in compliance with local law at the time of delivery of such updates.
4. Program Participation at Your Own Risk. You acknowledge and agree that you are not guaranteed to achieve any specific personal, professional or financial results or earn any specific amount of income by participating in the Program. PGI makes no promises, representations or warranties concerning the viability of any goals, aspirations or endeavors you may identify or choose to pursue during or as a result of your participation in the Program. You agree to participate in the Program at your own risk. Program information, services and products are used at your own risk. You are solely responsible for any decisions and actions that result from your use of such information, products and services. PGI does not provide psychological, investment or financial advice.
5. No Refunds. Unless otherwise provided below or in the Registration Form, the funds paid for Program participation, any component of the Program, services, materials and products are nonrefundable. All funds paid by you are deemed earned by PGI upon receipt. You may cancel participation in the Program within seven days following payment of the Program Participation Amount. Upon effectively cancelling your participation in the Program you may apply the Program Participation Amount to any other PGI product/program/event without the right of refund.
6. Ownership Rights and Proprietary Information. PGI owns all right, title and interest (including all intellectual property rights throughout the world) relating to any and all works of authorship, designs, know-how, ideas, course materials, and information made by PGI or conceived or reduced to practice, in whole or in part, by PGI in connection with the Programs or any Proprietary Information (as defined below). You agree that all materials provided by PGI are part of the Program, including information that is confidential and proprietary in nature, will constitute PGI “Proprietary Information.” You will hold in confidence and not disclose or copy any Proprietary Information, except with the prior written consent of PGI
7. Intellectual Property. You recognize and acknowledge that the trademarks, service marks, trade names, logos, patents and copyrighted materials (the “PGI Intellectual Property“) associated with the Program and their associated websites are proprietary to PGI. You will not take any action that would interfere or infringe upon the PGI Intellectual Property, including, but not limited to: (i) duplication or creation of works (including any derivative works) that are the same or substantially similar to the PGI Intellectual Property; (ii) registration, creation or use of trademarks, service marks or domain names that are the same or substantially similar to the PGI Intellectual Property; (iii) use, manufacture, import, or sales of any product or service that infringes upon the PGI Intellectual Property; (iv) use of any PGI Intellectual Property in any social media website, newsgroup, page, association, broadcast or other designation without the express written consent of PGI and (v) any action that would pass off or create the appearance of an association with or endorsement by PGI. PGI is the exclusive owner of the Magic in Your Mind methodology and technology taught in the program, and that any use by you of the Magic in Your Mind methodology and technology is under a nonexclusive, terminable, and non-transferable license from PGI. You do not have the right to make or use any copies of, or make or use derivatives of any of the Magic in Your Mind program materials.
8. Modifications. PGI may modify or amend any of the terms and conditions contained in this Agreement, at any time and in PGI’s sole discretion, by posting a change notice or a new version of the Agreement on the applicable Program website or by otherwise advising you of the amendment/modification. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in a Program following the posting of a change notice or a new version of the Agreement on the applicable Program website or following notice of the modification/amendment will constitute your binding acceptance of the new terms and conditions.
9. Indemnification. You will indemnify, hold harmless and defend PGI (as well as its members, employees, instructors, vendors, independent contractors, service professionals and affiliated entities) from and against any and all claims, expenses, costs, causes of action and damages (including those for personal injury, property damage and reasonable attorney’s fees) resulting from or arising out of your actions, your participation in the Program or your violation of this Agreement or applicable law.
10. Assignment. You may not assign this Agreement (or any obligations under this Agreement), by operation of law or otherwise, without PGI’ prior written consent.
11. Limitation of Liability. PGI is not liable for any indirect, incidental, special or consequential damages of any nature (including but not limited to losses of revenue, profits, use or any Program, even if PGI knew or should have known of the possibility of such damages. Further, PGI’ aggregate liability arising with respect to this Agreement and the applicable Program will not exceed the total amounts paid or payable by you under the Program. PGI reserves the right to terminate this agreement and the Licenses granted to you for any breach by you on thirty (30) days written notice to you, except that any violation of our intellectual property rights, such as your making copies of any of the Licensed Material or using the Licensed Marks or the Magic in Your Mind name improperly, can result in the automatic termination of this agreement and these Licenses. You can terminate this agreement at any time. Once terminated you will have no further rights to use any of the Licensed Materials, Licensed Marks, Magic in Your Mind technology and methodology or any other aspect of the Program, and you will not be entitled to any refund of any sums paid to PGI by you.
12. Governing Law; Class Action Waiver. This Agreement will be governed by, and construed in accordance with, the laws of the State of Nevada, without reference to rules governing choice of laws. You irrevocably and unconditionally waive, to the fullest extent permitted by law, any right you may have to participate as a representative or member of any class of claimants in any class action against PGI now or hereafter pending relating to transactions evidenced by this Agreement or similar transactions.
13. Arbitration. Any dispute or claim arising out of or related to this Agreement, its performance, breach, or interpretation (including issues about its validity or enforceability), will be exclusively (except as provided below) resolved by binding arbitration before the American Arbitration Association (AAA). One arbitrator will be selected using AAA procedures. The arbitrator will use all reasonable efforts to minimize discovery and to complete the arbitration proceedings as expeditiously as possible. The Arbitrator will also render a written decision setting forth detailed findings of fact and conclusions of law. The arbitrator will not award attorney’s fees, or punitive, indirect, incidental, special, consequential, treble or other multiple or exemplary damages, and the Parties hereby agree to waive and not seek such damages. Either Party may seek judicial relief to compel the other Party to comply with the provisions of this Section, or seek injunctive or other equitable relief to protect its intellectual property rights, as long as (unless prohibited by applicable law) the remainder of the dispute or claim is submitted to arbitration. The arbitration will be held in Las Vegas, Nevada, or such other location as may be mutually agreed to by the Parties. Both Parties hereby give their irrevocable consent to the processes of the AAA in Nevada, as well as the jurisdiction of the courts of Clark County, Nevada for enforcement purposes. Awards will be final, binding and non-appealable (except on the minimal grounds required under the Federal Arbitration Act or other applicable law). All awards may be filed with one or more courts, state, federal or foreign, having jurisdiction over the Party against whom such award is rendered or its property, as a basis of judgment and of the issuance of execution for its collection.
14. Legal Age. By entering into this Agreement, you represent and acknowledge that you are of legal age in the state or province of your residency.
15. Relationship of Parties. You agree that by participating in a Program you are acting as an independent contractor, and are responsible for determining your own business activities. Nothing in this Agreement will create a partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties.
16. Miscellaneous. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. PGI’s failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of PGI’s right to subsequently enforce such provision or any other provision of this Agreement. This agreement, along with the Registration Form for the Program, constitutes the entire understanding of the Parties with respect to the subject matter of this Agreement, and revokes and supersedes all prior or contemporaneous agreements, communications, proposals or understandings, whether electronic, oral or written, between the Parties and is intended as a final expression of their agreement.