The use of www.Winnerscircletraining.com or any affiliated site(s) such as but not limited to learn.Winnerscircletraining.com / go.Winnerscircletraining.com / www.Winnercircle.co / Winners Circle Training Private Facebook Group, (hereafter “Website” or "Site"),  which is owned and maintained by www.winnerscircletraining.com / Winners Circle Training, LLC (“Winners Circle,” “we,” “our,” “us”), is governed by the terms and conditions set forth below. We offer the Website(s), including all information, tools, and services available from the Website(s) to you, the user/client, conditioned upon your acceptance of all terms and conditions stated here. By continuing on, accessing, using, subscribing, or placing an order over the phone or on the Website, you and/or your business agree to the terms set forth herein. If you do not agree to these terms and conditions in their entirety, you are not authorized to use the Website(s) in any manner or form whatsoever.

THIS IS A BINDING AGREEMENT. THESE TERMS AND CONDITIONS OF USE & PURCHASE (“TERMS”) TOGETHER WITH OUR PRIVACY POLICY, REFUND POLICY, AND THE CLIENT'S EXPECTATIONS AND ENROLLMENT FORM, FORM A LEGALLY BINDING AGREEMENT (“AGREEMENT”) BETWEEN YOU AND/OR YOUR BUSINESS (“YOU”) AND WINNERS CIRCLE. THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE WEBSITE AND THE SERVICES PROVIDED BY WINNERS CIRCLE, ANY ORDER YOU PLACE THROUGH THE WEBSITE, BY TELEPHONE, OR OTHER ACCEPTED METHOD OF PURCHASE AND, AS APPLICABLE, YOUR USE OR ATTEMPTED USE OF THE PRODUCTS OR SERVICES OFFERED ON OR AVAILABLE THROUGH THE WEBSITE.

Winners Circle reserves the right to update and change, from time to time, these Terms and all documents incorporated by reference by posting updates and/or changes to our Website. It is your responsibility to check this page periodically for changes. You can find the most recent version of these Terms at www.winnerscircletraining.com/terms-and-conditions. Use of the Website(s) after such changes constitutes acceptance of such changes. Any new features or tools which are added to the current Website shall also be subject to the Terms.

These Terms and Conditions (the “Agreement”), dated as of [June 20, 2022] (the “Effective Date”), are by and between you (“Client”), and Winners Circle Training, LLC, a Pennsylvania limited liability company (“Winners Circle” or the “Company”). Each of the Client and the Company are referred herein from time to time as “Party” and collectively, the “Parties”.

WHEREAS, the Client desires to retain Winners Circle to provide unconventional coaching, consulting, and training services to help people leverage unique lucrative work opportunities to achieve time, money, and location freedom (the “Services”) upon the terms and conditions hereinafter set forth, and Winners Circle is willing to undertake such obligations.

NOW, THEREFORE, in consideration of the foregoing and the mutual and dependent covenants hereinafter set forth, the parties agree as follows:

a. Client Materials. The content of any written, graphic, coded, audio, and visual materials and other work product that are delivered to or developed by Winners Circle in connection with providing the Services (collectively, “Materials”), shall be the sole property of Winners Circle. In addition, Client acknowledges and agrees to use its best efforts to cooperate with Winners Circle to provide any information, documents, or materials that Winners Circle may need in order to provide the Services as well as provide testimonials to Winners Circle as reasonably requested for use by Winners Circle in its marketing Materials. 

b. Taxes. Client shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder, including but not limited to, with respect to, in relation of or in connection with the Services. Any such taxes, duties, and charges currently assessed or which may be assessed in the future, that are applicable to the Services are for the Client's account, and Client hereby agrees to pay such taxes; provided, that, in no event shall Client pay or be responsible for any taxes imposed on, or with respect to, Winners Circle’s income, revenues, gross receipts, personnel, or real or personal property or other assets.

c. Communications. Client shall communicate all requests, notices, and day to day correspondence in such communication channels as designated by Winners Circle, such as Facebook or such other communication platform, through any communication means as Winners Circle may require in its sole and absolute discretion to perform the Services. 

a. “Intellectual Property Rights” means all or any of the following: (a) patents, patent disclosures, and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the associated goodwill; (c) copyrights and copyrightable works (including computer programs), mask works and rights in data and databases; (d) trade secrets, know-how and other confidential information; and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection provided by applicable law in any jurisdiction throughout the world.

     i. Client’s Intellectual Property Rights. Subject to the limitations described in this Section, Client and its licensors are and shall remain the sole and exclusive owner of all right, title, and interest in and to all Intellectual Property Rights. By supplying images, text, or any other data to Winners Circle, the Client grants Winners Circle and its affiliates permission to use this material freely in the pursuit of the design. 

     ii. Winners Circle Intellectual Property Rights. Winners Circle is, and shall remain, the sole and exclusive owners of all right, title, and interest in and to: (1) all materials owned by Winners Circle, or its affiliates prior to, or independent from, the performance of Services under this Agreement, and all methodologies, software, applications, processes or procedures used, created, or developed by Winners Circle or its affiliates in the general conduct of its business (the “Pre-Existing Materials”), and (2) data and information related to Client’s use of the Services that is used by Winner’s Circle in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services (collectively, “Aggregated Statistics”), including all Intellectual Property Rights therein. Winners Circle hereby grants Client a limited, revocable, fully paid-up, royalty-free, non-transferable, non-sublicenseable, license to use, perform, display, and transmit, any Pre-Existing Materials to the extent incorporated in, combined with or otherwise necessary solely to the extent reasonably required in connection with Client's receipt or use of the Services, as may be permitted by Winners Circle from time to time. All other rights in and to the Pre-Existing Materials are expressly reserved by Winners Circle. Except in circumstances expressly authorized in a written agreement, no such Intellectual Property Rights, including any material(s) transmitted as part of the Services rendered pursuant to this Agreement, may be copied, reproduced, distributed, republished, uploaded, displayed, posted or transmitted to any third party in any way whatsoever without the express, written consent of Winners Circle. 

b. Publicity. Client acknowledges and agrees that Winners Circle may publicly disclose that it is or has provided its Services to Client and Client hereby grants Winners Circle a worldwide, non-exclusive license to use Client’s name and logo (collectively, “Client Trademarks”) in its online, printed and other marketing and publicity materials to identify it as Winners Circle’s customer, including with respect to any Client Trademarks that may be encompassed in Materials. Client acknowledges and agrees that Winners Circle may combine Client Trademarks with Aggregated Statistics in its online, printed and other marketing and publicity materials, subject to its obligations with respect to Confidential Information Obligations under Section 4.

a. In consideration of the provision of the Services by Winners Circle and the rights granted to Client under this Agreement, Client shall make a nonrefundable payment in the amount set forth in the Client’s Program Expectations and Enrollment Agreements form (the “Initial Payment”), to Winners Circle via credit card processing platform or such other payment method acceptable by Winners Circle, upon executing the Expectations and Enrollment Form.

The Initial Payment may be paid in installments as agreed upon by Winners Circle, provided, that, regardless of such installments, it is the intent of the parties that any reference of the Initial Payment herein shall refer the total amount of the Initial Payment due in the aggregate under this Agreement and not a single installment. 

b. Client expressly understands and agrees that it shall be responsible for any and all liability, costs and expenses associated with and related to the Services, and acknowledge that they are solely responsible for their payment, including without limitation taxes. 

c. Client understands, acknowledges, and agrees that ALL program, product, or service sales are final  and there are no refunds regardless of usage, excluding where all conditions are met in accordance with the Fail-Proof Money Back Guarantee terms defined in section 28. 

4. CONFIDENTIALITY. Client shall be bound to those certain confidentiality provisions set forth in this Section 4.

a. Definition. “Confidential Information” shall mean any and all information, including, without limitation, technical information, specifications, trade secrets, confidential information, know-how and supporting documentation, owned by or licensed to a party hereto, regardless of form whether in written, graphic, machine readable, or other tangible form. Confidential Information may include oral information disclosed by one party to the other pursuant to this Agreement, provided that such information is designated as confidential at the time of disclosure and is reduced to writing by the disclosing party within a reasonable time (not to exceed thirty (30) days) after its oral disclosure, and such writing is marked in a manner to indicate its confidential nature and delivered to the receiving party.

b. Non-disclosure and Non-use. Each Party hereto agrees not to use any Confidential Information of the other Party for any purpose other than as reasonably in connection with its performance under this Agreement or disclose any Confidential Information of the other Party to any third party for any purpose except as permitted in this Section 4. Each Party hereto shall use at least the same degree of care, but no less than reasonable care, to avoid disclosure or use of the Confidential Information of the other Party as such Party employs with respect to its own Confidential Information of like importance. Without limitation of the foregoing, each Party agrees during the term of this Agreement, and thereafter, to hold such Confidential Information in strict confidence, not to disclose it to any third parties or to use it in any way, commercially or otherwise, except as otherwise expressly authorized by this Agreement, and not to allow any unauthorized person access to such Confidential Information, either before or for a period of eighteen (18) months after expiration or earlier termination of this Agreement, without the prior written consent of the disclosing party. Each Party will limit the disclosure of the Confidential Information to employees, consultants, contractors and other agents, with a reasonable need to know, including, without limitation, for the Services (or for such third parties to determine their interest in performing such activities), who: (i) have been advised of the confidential nature thereof; and (ii) are parties to written agreements no less restrictive than this Section 4 as to the non-disclosure and non-use of such Confidential Information.

c. Exceptions. Notwithstanding anything in this Agreement to the contrary, these obligations shall not apply with respect to any Confidential Information to the extent the receiving party can demonstrate that is or has become:

     i. Published or otherwise available to the public other than by a breach of this Agreement;

    ii. Rightfully received by the receiving party from a third party without limitation on use or disclosure;

   iii. Approved in writing for public release by the disclosing party;

   iv. Known to the receiving party prior to its first receipt of such Confidential Information from the disclosing party; or

    v. Independently developed by or for the receiving party without use of, reliance on, or reference to such Confidential Information, as properly documented by the receiving party’s files.

Notwithstanding, the foregoing, the receiving party may disclose Confidential Information to governmental or other regulatory agencies, with proper jurisdiction in response to a subpoena or other court order or legal requirement, as may be required by law, provided that notice is promptly delivered to the other Party in order to provide an opportunity to seek a protective order or other similar order with respect to such Confidential Information, and thereafter only the minimum information required to be disclosed in order to comply with the request, whether or not a protective order or other similar order is obtained by the other Party, may be disclosed.

d. Return of Confidential Information. Upon the termination or the expiration of the Agreement, each Party shall: (i) return to the other party or destroy, as requested by the disclosing party, the original and all copies of any Confidential Information of the disclosing party and any summaries or analyses thereof or studies or notes thereon in the receiving party’s possession or control; and (ii) at the disclosing party’s request, have one of the officers of the receiving party certify in writing that all such Confidential Information has been returned or destroyed; provided, however, the receiving party shall not be required to destroy copies of electronic files containing the Confidential Information created by automatic archiving or back-up procedures on secured servers which cannot reasonably be accessed.

5. TERM; TERMINATION. The term of this Agreement and the Services provided to Client by Winners Circle pursuant to this Agreement shall continue from the Effective Date of this Agreement until the later of (i) ninety (90) days or (ii) such time as extended by Winners Circle, unless otherwise terminated in accordance with this Agreement. 

This Agreement will take effect (or shall re-take effect) at the time you click “ACTIVATE MY ACCOUNT NOW,” “PAY NOW,” “ORDER NOW”, “SUBMIT”, “BUY NOW”, “PURCHASE”, “I ACCEPT”, “I AGREE” or similar links or buttons, otherwise submit information through the Website or enrollment form, respond to a request for information, begin installing, accessing, or using the Website, complete a purchase, select a method of payment, and/or enter in or verbally give payment method information, whichever is earliest. If, in our sole discretion, you fail, or we suspect that you have failed, to comply with any term or provision of the Agreement or violated any law, whether in connection with your use of Winners Circle or otherwise, we may terminate the Agreement or suspend your access to the Website at any time without notice to you. Any representations, warranties, and other obligations made or undertaken by you, shall survive the termination of this Agreement and/or your account or relationship with Winners Circle.

Upon termination, you remain responsible for any outstanding payments to Winners Circle.

a. Client may not terminate this Agreement without the consent of Winners Circle. Winner’s Circle may terminate this contract for any reason by providing notice to the Client. 

b. Winners Circle may immediately terminate this Agreement without notice if Client has materially breached this Agreement, or if, in Winners Circle’s sole and absolute discretion: (i) Client tampers or in any way performs misconduct with respect to the Services or the Materials; (ii) Client has had, or may have, an unusual or inappropriate number of Client disputes or complaints during a relevant period in connection with the Services; (iii) there are security concerns regarding the Facebook live platform; (iv) Client engages in conduct deemed unacceptable by Winners Circle; or (v) Client’s financial condition or other conditions warrant early termination in Winners Circle’s sole and absolute discretion.

c. Upon termination of these Terms and Conditions, the following shall occur:

     i. Client shall pay to Winners Circle, any and all unpaid and outstanding costs or expenses owed to it.

    ii. Client shall either destroy or return all confidential information received from Winners Circle. 

6. DISCLAIMER AND EXCLUSION OF WARRANTIES; LIMITATION OF LIABILITY. THE SERVICES DESCRIBED HEREIN ARE PROVIDED TO CLIENT ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WINNERS CIRCLE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED. IN NO EVENT SHALL WINNERS CIRCLE BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL WINNERS CIRCLE’S TOTAL LIABILITY TO CLIENT UNDER THIS AGREEMENT FOR ALL DAMAGES EXCEED, IN AGGREGATE, THE SUM OF THE FEES RECEIVED BY WINNERS CIRCLE UNDER THIS AGREEMENT, OR $5,000, WHICHEVER IS LESS. 

CLIENT HEREBY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT WINNERS CIRCLE WILL DELIVER THE SERVICES, INCLUDING WITHOUT LIMITATION, THE TRAINING AND COACHING INCLUDED WITH THE REMOTE PROGRAM, ON AN “AS-IS” BASIS, AND THAT ALTHOUGH WINNERS CIRCLE HAS HELPED CLIENTS SCALE THEIR INCOME AND ACHIEVE GOALS IN THE PAST, SUCCESS WITH ANY COURSE OR COACHING PROGRAM DEPENDS ON THE UNIQUE CIRCUMSTANCES AND WORK PUT IN BY EACH INDIVIDUAL CLIENT. AS SUCH, WINNERS CIRCLE DOES NOT GUARANTEE, WHETHER EXPRESSLY OR IMPLIED, THAT CLIENT WILL INCREASE YOUR PROFITS, OR ACHIEVE ANY RESULTS AT ALL, BY ENGAGING IN THE SERVICES, INCLUDING WITHOUT LIMITATION THAT CLIENT WILL RECEIVE EMPLOYMENT OR OTHERWISE BE ENGAGED WITH AN EMPLOYER AS A RESULT OF SUCH SERVICES.

IN NO EVENT WILL WINNERS CIRCLE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL, PROFITS, INCOME OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER WINNERS CIRCLE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL WINNERS CIRCLE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO WINNERS CIRCLE UNDER THIS AGREEMENT.

7. NON-DISPARAGEMENT. Client shall not, at any time during or after the term of this Agreement, disparage or impugn Winners Circle, its affiliates, directors, officers, or their Services, publish or communicate disparaging or derogatory statements or opinions about Winners Circle or conduct by any other means act in a manner that injures or is detrimental to the reputation or goodwill of Winners Circle, its affiliates or any director, officer or employee thereof, including, but not limited to, disparaging or derogatory statements or opinions about Winners Circle’s ownership, management, products or services, to any third party; provided, however, that it shall not be a breach of this Section 7 for Client to testify truthfully in any judicial or administrative proceeding, communicate with any agent or employee of the United States government, or any of its respective agencies or any member of the United States Congress or to make statements or allegation in legal filings that are based on Client’s reasonable belief and are not made in bad faith. This provision shall survive the termination or expiration of this Agreement for any reason.

8. INDEMNIFICATION. Client agrees to indemnify and hold Winners Circle harmless, along with its respective affiliates, subcontractors, partners, officers, directors and employees, for all costs, damages, claims or complaints (collectively, “Losses”) against Winners Circle arising from: (1) any material breach by Client of its obligations under this Agreement, including, without limitation, Losses based on Winners Circle’s use of Client Materials consistent with this Agreement and Client’s instructions, (2) the wrongful acts or omissions of Client in connection with the Services, or (3) from the failure of Client to perform its duties and obligations under this Agreement.

9. GOVERNING LAW; VENUE. This Agreement shall be governed by the laws of the state of Delaware, without regard to conflict of law principles. The parties hereby consent to personal jurisdiction and venue, for any action arising out of a breach or threatened breach of this Agreement in the state or federal courts of Lancaster County, Pennsylvania. 

11. ENTIRE AGREEMENT. These Terms, the Agreement, in conjunction with the client’s Program Expectations and Enrollment Agreements form, and any policies or operating rules posted by us on the Website or in respect to the Website constitutes the entire agreement and understanding of the parties and governs your access to and use of the Website and your ordering, purchasing, and use and/or attempted use of any service or product, and supersedes and replaces any prior or contemporaneous agreements, representations, communications, and proposals, whether oral or written, between you and Winners Circle and cannot be modified except in writing executed by all parties. We may also, in the future, offer new services and/or features through the Website. Such new features and/or services shall also be subject to these Terms, the Agreement, and any policies or operating rules posted by us on the Website. Any ambiguities in the interpretation of these Terms or the Agreement shall not be construed against the drafting party.

12. SEVERABILITY. In the event that any of the terms, conditions or covenants of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions thereof, shall not be affected thereby and effect shall be given to the remaining provisions.

13. AUTHORITY. The undersigned has full authority to enter into this Agreement and to perform the transaction described herein. This Agreement has been duly authorized, executed and delivered by Client and constitutes a legal, valid and binding obligation, enforceable against Client in accordance with its terms. The execution, delivery and performance of this Agreement by Client does not constitute a violation of its corporate governance documents or any other third-party agreement.

14. ELECTRONIC CONTRACTING AND SIGNATURE. Each of the Parties desire to facilitate certain transactions pursuant to this Agreement by exchanging documents, records and signatures electronically or by utilizing electronic agents. The use of electronic facilities or agents shall be in accordance with procedures established by Winners Circle and governed by the applicable provisions of the Uniform Electronic Transactions Act as adopted in the State of Delaware. 

All information communicated on the Website is considered an electronic communication. When you communicate with Winners Circle through or on the Website or via other forms of electronic media, such as e-mail, you are communicating with the company electronically. You agree that we may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication.   

15. COUNTERPARTS. This Agreement may be executed in counterparts.

16. RELATIONSHIP OF THE PARTIES. Nothing in this Agreement is intended to, or will, create a partnership, or joint venture, or agency relationship between the Parties.

17. SURVIVAL. The provisions of this Agreement that by their nature or terms are intended to survive the expiration or termination of this Agreement. Agreement shall survive its expiration or termination.

18. EQUITABLE RELIEF. The Parties acknowledge and agree that a breach or threatened breach by Client of its obligations, would cause Winners Circle irreparable harm for which monetary damages would not be an adequate remedy and agree that, in the event of such breach or threatened breach, Winners Circle will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

19. RIGHTS OF THIRD PARTIES. This Agreement is entered into solely between, and may be enforced only by, the Parties and will not be deemed to create any rights in third parties.

20. CUMULATIVE REMEDIES. Except as otherwise expressly provided in this Agreement, all remedies provided for in this Agreement will be cumulative and in addition to, and not in lieu of, any other remedies available to either Party at law, in equity, or otherwise.

21. NOTICES. All notices under this Agreement shall be in writing. Notices shall be sent to the person signing this Agreement at the addresses set forth in the signature block below or such other address as either Party may specify in writing.

22. FORCE MAJEURE. In no event shall Winners Circle be liable to Client, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Winners Circle’s reasonable control, including but not limited to acts such as an earthquake, typhoon, flood, fire, war, loss or malfunctions of utilities, transportation, communications, internet Client or computer (software and hardware) services, the performance or non-performance of any third party Client, loss of data due to mechanical difficulties with information storage or retrieval systems, inability to obtain labor, material, equipment or transportation, or any other unforeseen and uncontrollable event where Winners Circle appropriate action to mitigate such an event.

23. ASSIGNMENT. Client may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Winners Circle, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

24. COMPLIANCE. Each Party agrees to comply with all applicable laws, regulations and rules pertaining to its obligations under this Agreement.

25. NON-DISCRIMINATION. The Client, while performing activities required by the Agreement shall not discriminate because of race, creed, sex, national origin, age, sexual preference, disability, or other circumstance in violation of federal, state, or local laws. The Client, agrees to abide by, and comply with, all federal, state, and local policies, regulations, and laws that pertain to sexual harassment and non-discrimination

26. AMENDMENTS; WAIVER. No amendment to this Agreement will be valid unless in writing and signed by an authorized representative of each Party. The failure of either Party to insist on performance of any provision of this Agreement will not be construed as a waiver of such provision, and no waiver will be effective or enforceable unless signed by the Party against which such waiver will be enforced.

27. WEBSITE USE. The Website is intended for adults. If you use the Website or any affiliated Site(s), Purchase, or intend to Purchase any program product or service, you are affirming that you are at least 18 years old or the legal age of majority in your state or province of residence (whichever is greater), and have the legal capacity to enter into a binding contract with us, and have read this Agreement and understand and agree to its terms.

28. Fail-Proof Money Back Guarantee. Definition: Get a position offer in 90 days or your money back plus 11% interest. You understand, acknowledge and agree that to qualify for Winners Circle's Fail-Proof Money Back Guarantee that you must give your absolute best effort to learn, study, and implement the training and coaching provided by Winners Circle. You understand, acknowledge, and agree that by canceling, disputing, or filing a charge-back for any transaction owed under this Agreement with your bank, will be a breach of this Agreement and void any guarentee. You further understand, acknowledge, and agree that to qualify for the Fail-Proof Money Back Guarantee you must meet ALL requirements of the guarantee as defined below.

 a. Coaching calls: You must have attended at least 1 per week of the group coaching calls on zoom, or 60% of the total (24) calls in the 90 day guarantee period, whichever is applicable. *Attending is defined as showing up to the zoom call for at least 30 minutes with your camera on and submitting at least one question in the chat.

b. Training Videos: Must have watched 100% of the training videos within the 90 day guarantee period starting on the date of enrollment. 

c. Action Items: Must have completed all assigned action items within the 90 day guarantee period, you must have submitted a minimum of 3 applications for employment, and provide digital evidence of completion of each of the following: 1 Copy of the (3) Application Submissions, Video Journals (Minimum 3 separate video journal entries,) Weekly Audit & Plans (Minimum 8 submissions. Must be a week apart to be counted,) Post an Introduction in Client Group, 100X Bold Challenge, Dream Career profile, Certainty Certificate, Real Goals Worksheet, & Daily Direction Doc.

d. Additional Guarantee Clarifying Terms: *Position offer: is defined as receiving at least 1 job offer from a company. *All items required to qualify for the Fail-Proof Money Back Guarantee must be completed before the date of the initial request to apply the Fail-Proof Money Back Guarantee. *The 11% interest bonus, on top of a full refund of monies paid to Winners Circle: is defined as 11% APY, calculated daily starting on the date the client has paid in full for the program, and is not compounding. *Pay to fly you into our home office: is defined as we will cover up to $1,000 of verifiable travel costs, provided that the travel is verifiably directly to and from our home office. Alternatively, the client can select electronic delivery for the refund, in which case travel costs would not be included.  

You further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against you, or any business related to you, by the Federal Trade Commission, any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against you. If at any time during the life of the Agreement you, or any business related to You, becomes the subject of a government investigation, inquiry, or prosecution by the Federal Trade Commission, any other federal or state governmental agency, or any industry regulatory authority anywhere in the world, or the subject of any lawsuit, you will notify Winners Circle of the same within 24 hours. Winners Circle, at its sole discretion, may terminate the Agreement based on any investigation, proceeding, or lawsuit identified pursuant to this paragraph or otherwise discovered by Winners Circle without incurring any obligation or liability to you.

Testimonials represent the unique experience of the participants and customers submitting the testimonial, and do not necessarily reflect the experience that you and/or employer, or your business may have using our services or products. As set forth above your results will vary depending upon a variety of factors unique to you, your employer, your business and market forces beyond Winners Circle's control. Note that testimonials, photographs, and other information that you provide to us or posted on/in any platform or community will be treated as non-confidential and nonproprietary, and, by providing them, you grant Winners Circle a royalty-free, worldwide, perpetual, non-exclusive and irrevocable license to use them.

WEBSITE USER CONDUCT AND RESTRICTIONS-LICENSE TERMS. All aspects of our Website are protected by U.S. and international copyright, trademark, and other intellectual property laws, including all content, information, design elements, text material, logos, taglines, metatags, hashtags, photographic images, testimonials, personal stories, icons, video and audio clips, and downloads. No material on the Website may be copied, reproduced, distributed, republished, uploaded, displayed, posted, or transmitted in any way whatsoever. The Winners Circle trademark and logo are proprietary marks of Winners Circle, and the use of those marks is strictly prohibited. Nothing herein gives you the right to use, copy, register as a domain name, reproduce, or otherwise display any logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade secret, or confidential information owned by Winners Circle.

Subject to your continued strict compliance with all Terms, Winners Circle provides to you a revocable, limited, non-exclusive, royalty-free, non-sublicenseable, non-transferrable license to use the Website. You acknowledge and agree that you do not acquire any ownership rights in any material protected by intellectual property laws. 

If you purchase a subscription to Winners Circle product or software over the Website, Winners Circle provides to you a revocable, limited, non-exclusive, non-sublicenseable, non-transferrable license to use the product or software. You acknowledge and agree that: (1) the software is copyrighted material under United States and international copyright laws that is exclusively owned by Winners Circle; (2) you do not acquire any ownership rights in the software; (3) you may not modify, publish, transmit, participate in the transfer or sale, or create derivative works from the content of the software; (4) except as otherwise expressly permitted under copyright law, you may not copy, redistribute, publish, display or commercially exploit any material from the software without the express written permission of Winners Circle; and (5) in the event of any permitted copying (e.g., from the Website to your computer system), no changes in or deletion of author attribution, trademark, legend or copyright notice shall be made.

You agree not to use or attempt to use the Website or any software provided by Winners Circle, whether alone, or in conjunction with other software or hardware, in any unlawful manner or a manner harmful to Winners Circle. You further agree not to commit any harmful or unlawful act or attempt to commit any harmful or unlawful act on or through the Website or through use of any software or hardware including, but not limited to, refraining from: 

HARMFUL ACTS. Any dishonest or unethical business practice; any violation of the law; infliction of harm to Winners Circle’ reputation; hacking and other digital or physical attacks on the Website; and the violation of the rights of Winners Circle or any third party;

SPAMMING” AND UNSOLICITED COMMUNICATIONS. We have zero tolerance for spam and unsolicited communications. Any communications sent or authorized by you reasonably deemed “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third-party blogs) will be deemed a material threat to Winners Circle’ reputation and to the rights of third parties. It is your obligation, exclusively, to ensure that all communications comply with state and local anti-spamming or analogous laws.

OFFENSIVE COMMUNICATIONS. Any communication sent, posted, or authorized by you, including without limitation postings on any website operated by you, or social media or blog, which are: sexually explicit, obscene, vulgar, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; or solicitous of unlawful behavior. 

SENSITIVE INFORMATION. You will not import, or incorporate into, any contact lists or other content you upload to any website, software, or other electronic service hosted, provided by or connected to Winners Circle, any of the following information: social security numbers, national insurance numbers, credit card data, passwords, security credentials, bank account numbers, or sensitive personal, health or financial information of any kind.

ILLEGAL BUSINESS ACTIVITY. Any promotion of illegal business activity, promoting the sale or use of illegal drugs (including but not limited to Marijuana-derived CBD Oil); or infringing or promoting the infringement of the intellectual property rights of another. 

OUR LIMITED LICENSE TO YOU. This Site and all the materials available on the Site are the property of us and/or our affiliates or licensors, and are protected by copyright, trademark, and other intellectual property laws. The Site is provided solely for your personal noncommercial use. You may not use the Site or the materials available on the Site in a manner that constitutes an infringement of our rights or that has not been authorized by us. More specifically, unless explicitly authorized in these Terms of Service or by the owner of the materials, you may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any material from the Site. You may, however, from time to time, download and/or print one copy of individual pages of the Site for your personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices.

YOUR LICENSE TO US. By posting or submitting any material (including, without limitation, comments, blog entries, Facebook postings, photos and videos) to us via the Site, internet groups, social media venues, or to any of our staff via email, text or otherwise, you are representing: (i) that you are the owner of the material, or are making your posting or submission with the express consent of the owner of the material; and (ii) that you are thirteen years of age or older. In addition, when you submit, email, text or deliver or post any material, you are granting us, and anyone authorized by us, a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly perform or display such material, in whole or in part, in any manner or medium, now known or hereafter developed, for any purpose. The foregoing grant shall include the right to exploit any proprietary rights in such posting or submission, including, but not limited to, rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. Also, in connection with the exercise of such rights, you grant us, and anyone authorized by us, the right to identify you as the author of any of your postings or submissions by name, email address or screen name, as we deem appropriate.

You acknowledge and agree that any contributions originally created by you for us shall be deemed a “work made for hire” when the work performed is within the scope of the definition of a work made for hire in Section 101 of the United States Copyright Law, as amended. As such, the copyrights in those works shall belong to Winners Circle from their creation. Thus, Winners Circle shall be deemed the author and exclusive owner thereof and shall have the right to exploit any or all of the results and proceeds in any and all media, now known or hereafter devised, throughout the universe, in perpetuity, in all languages, as Winners Circle determines. In the event that any of the results and proceeds of your submissions hereunder are not deemed a “work made for hire” under Section 101 of the Copyright Act, as amended, you hereby, without additional compensation, irrevocably assign, convey and transfer to Winners Circle all proprietary rights, including without limitation, all copyrights and trademarks throughout the universe, in perpetuity in every medium, whether now known or hereafter devised, to such material and any and all right, title and interest in and to all such proprietary rights in every medium, whether now known or hereafter devised, throughout the universe, in perpetuity. Any posted material which are reproductions of prior works by you shall be co-owned by us.

You acknowledge that Winners Circle has the right but not the obligation to use and display any postings or contributions of any kind and that Winners Circle may elect to cease the use and display of any such materials (or any portion thereof), at any time for any reason whatsoever.

Limitations on Linking and Framing. You may establish a hypertext link to the Site so long as the link does not state or imply any sponsorship of your site by us or by the Site. However, you may not, without our prior written permission, frame or inline link any of the content of the Site, or incorporate into another website or other service any of our material, content or intellectual property.

DISCLAIMERS. Throughout the Site, we may provide links and pointers to Internet sites maintained by third parties. Our linking to such third-party sites does not imply an endorsement or sponsorship of such sites, or the information, products or services offered on or through the sites. In addition, neither we nor affiliates operate or control in any respect any information, products or services that third parties may provide on or through the Site or on websites linked to by us on the Site.

If applicable, any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, are those of the respective authors or distributors, and not Winners Circle. Neither Winners Circle nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content. Furthermore, Winners Circle neither endorses nor is responsible for the accuracy and reliability of any opinion, advice, or statement made on any of the Sites by anyone other than an authorized Winners Circle representative while acting in his/her official capacity.

THE INFORMATION, PRODUCTS AND SERVICES OFFERED ON OR THROUGH THE SITE AND BY Winners Circle AND ANY THIRD-PARTY SITES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SITE OR ANY OF ITS FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THIS SITE, INCLUDING BULLETIN BOARDS, OR THE SERVERS THAT MAKE IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR MATERIALS ON THIS SITE OR ON THIRD-PARTY SITES IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE.

You agree at all times to defend, indemnify and hold harmless Sam Martin, Winners Circle, Winners Circle Training LLC, its partners, contractors, affiliates, their successors, transferees, assignees and licensees and their respective parent and subsidiary companies, agents, associates, officers, directors, shareholders and employees of each from and against any and all claims, causes of action, damages, liabilities, costs and expenses, including legal fees and expenses, arising out of or related to your breach of any obligation, warranty, representation or covenant set forth herein.

ONLINE COMMERCE. Certain sections of the Site may allow you to purchase many different types of products and services online that are provided by third parties. We are not responsible for the quality, accuracy, timeliness, reliability or any other aspect of these products and services. If you make a purchase from a merchant on the Site or on a site linked to by the Site, the information obtained during your visit to that merchant’s online store or site, and the information that you give as part of the transaction, such as your credit card number and contact information, may be collected by both the merchant and us. A merchant may have privacy and data collection practices that are different from ours. We have no responsibility or liability for these independent policies. In addition, when you purchase products or services on or through the Site, you may be subject to additional terms and conditions that specifically apply to your purchase or use of such products or services. For more information regarding a merchant, its online store, its privacy policies, and/or any additional terms and conditions that may apply, visit that merchant’s website and click on its information links or contact the merchant directly. You release us and our affiliates from any damages that you incur, and agree not to assert any claims against us or them, arising from your purchase or use of any products or services made available by third parties through the Site.

Your participation, correspondence or business dealings with any third party found on or through our Site, regarding payment and delivery of specific goods and services, and any other terms, conditions, representations or warranties associated with such dealings, are solely between you and such third party. You agree that Winners Circle shall not be responsible or liable for any loss, damage, or other matters of any sort incurred as the result of such dealings.

You agree to be financially responsible for all purchases made by you or someone acting on your behalf through the Site. You agree to use the Site and to purchase services or products through the Site for legitimate, non-commercial purposes only. You also agree not to make any purchases for speculative, false or fraudulent purposes or for the purpose of anticipating demand for a particular product or service. You agree to only purchase goods or services for yourself or for another person for whom you are legally permitted to do so. When making a purchase for a third party that requires you to submit the third party’s personal information to us or a merchant, you represent that you have obtained the express consent of such third party to provide such third party’s personal information.

Your purchase is for personal use only. Sharing of purchases is not permitted and will be considered unauthorized, an infringing use of our copyrighted material, and may subject violators to liability. If payment for a course is declined, our system will automatically disable access to our premium materials. (We understand. This usually happens because a credit card expires.) We want to help restore your access, so we’ll make every attempt to contact you to help resolve this issue. Once the billing issue is resolved, we’ll restore access.

INTERACTIVE FEATURES. This Site and/or any related site may include a variety of features, such as bulletin boards, web logs, chat rooms, and email services, which allow feedback to us and real-time interaction between users, and other features which allow users to communicate with others. Responsibility for what is posted on bulletin boards, web logs, chat rooms, and other public posting areas on the Site, or sent via any email services on the Site, lies with each user – you alone are responsible for the material you post or send. We do not control the messages, information or files that you or others may provide through the Site. It is a condition of your use of the Site that you do not:

 a. Restrict or inhibit any other user from using and enjoying the Site.

Use the Site to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.

 b. Interfere with or disrupt any servers or networks used to provide the Site or its features, or disobey any requirements, procedures, policies or regulations of the networks we use to provide the Site.

 c. Use the Site to instigate or encourage others to commit illegal activities or cause injury or property damage to any person.

 d. Gain unauthorized access to the Site, or any account, computer system, or network connected to this Site, by means such as hacking, password mining or other illicit means.

 e. Obtain or attempt to obtain any materials or information through any means not intentionally made available through this Site.

 f. Use the Site to post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane or indecent information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law.

 g. Use the Site to post or transmit any information, software or other material that violates or infringes upon the rights of others, including material that is an invasion of privacy or publicity rights or that is protected by copyright, trademark or other proprietary right, or derivative works with respect thereto, without first obtaining permission from the owner or rights holder.

 h. Use the Site to post or transmit any information, software or other material that contains a virus or other harmful component.

 i. Use the Site to post, transmit or in any way exploit any information, software or other material for commercial purposes, or that contains advertising.

 j. Use the Site to advertise or solicit to anyone to buy or sell products or services, or to make donations of any kind, without our express written approval.

 k. Gather for marketing purposes any email addresses or other personal information that has been posted by other users of the Site.

Winners Circle may host message boards, chats and other public forums on its Sites. Any user failing to comply with the terms and conditions of this Agreement may be expelled from and refused continued access to, the message boards, chats or other public forums in the future. Winners Circle or its designated agents may remove or alter any user-created content at any time for any reason. Message boards, chats and other public forums are intended to serve as discussion centers for users and subscribers. Information and content posted within these public forums may be provided by Winners Circle staff, Winners Circle's outside contributors, or by users not connected with Winners Circle, some of whom may employ anonymous user names. Winners Circle expressly disclaims all responsibility and endorsement and makes no representation as to the validity of any opinion, advice, information or statement made or displayed in these forums by third parties, nor are we responsible for any errors or omissions in such postings, or for hyperlinks embedded in any messages. Under no circumstances will we, our affiliates, suppliers or agents be liable for any loss or damage caused by your reliance on information obtained through these forums. The opinions expressed in these forums are solely the opinions of the participants, and do not reflect the opinions of Winners Circle or any of its subsidiaries or affiliates.

Winners Circle has no obligation whatsoever to monitor any of the content or postings on the message boards, chat rooms or other public forums on the Sites. However, you acknowledge and agree that we have the absolute right to monitor the same at our sole discretion. In addition, we reserve the right to alter, edit, refuse to post or remove any postings or content, in whole or in part, for any reason and to disclose such materials and the circumstances surrounding their transmission to any third party in order to satisfy any applicable law, regulation, legal process or governmental request and to protect ourselves, our clients, sponsors, users and visitors.

We occasionally include access to an online community as part of our programs. We want every single member to add value to the group. Our goal is to make your community the most valuable community you’re a member of. Therefore, we reserve the right to remove anyone at any time. We rarely do this, but we want to let you know how seriously we take our communities.

REGISTRATION. To access certain features of the Site, we may ask you to provide certain demographic information including your gender, year of birth, zip code and country. In addition, if you elect to sign-up for a particular feature of the Site, such as chat rooms, web logs, or bulletin boards, you may also be asked to register with us on the form provided and such registration may require you to provide personally identifiable information such as your name and email address. You agree to provide true, accurate, current and complete information about yourself as prompted by the Site’s registration form. If we have reasonable grounds to suspect that such information is untrue, inaccurate, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof). Our use of any personally identifiable information you provide to us as part of the registration process is governed by the terms of our Privacy Policy.

PASSWORDS. To use certain features of the Site, you will need a username and password, which you will receive through the Site’s registration process. You are responsible for maintaining the confidentiality of the password and account, and are responsible for all activities (whether by you or by others) that occur under your password or account. You agree to notify us immediately of any unauthorized use of your password or account or any other breach of security, and to ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to protect your password or account information.

LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE, OUR SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, INCLUDING OUR MESSAGING, BLOGS, COMMENTS OF OTHERS, BOOKS, EMAILS, PRODUCTS, OR SERVICES, OR THIRD-PARTY MATERIALS, PRODUCTS, OR SERVICES MADE AVAILABLE THROUGH THE SITE OR BY US IN ANY WAY, EVEN IF WE ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. (BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THE LIABILITY OF OUR SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.) YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER. IF YOU ARE DISSATISFIED WITH THE SITE, ANY MATERIALS, PRODUCTS, OR SERVICES ON THE SITE, OR WITH ANY OF THE SITE’S TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND THE PRODUCTS, SERVICES AND/OR MATERIALS Winners Circle IS NOT AN INVESTMENT ADVISORY SERVICE, IS NOT AN INVESTMENT ADVISER, AND DOES NOT PROVIDE PERSONALIZED FINANCIAL ADVICE OR ACT AS A FINANCIAL ADVISER.

WE EXIST FOR EDUCATIONAL PURPOSES ONLY, AND THE MATERIALS AND INFORMATION CONTAINED HEREIN AND IN OUR PRODUCTS AND SERVICES ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY. NONE OF THE INFORMATION PROVIDED BY US IS INTENDED AS INVESTMENT, TAX, ACCOUNTING OR LEGAL ADVICE, AS AN OFFER OR SOLICITATION OF AN OFFER TO BUY OR SELL, OR AS AN ENDORSEMENT, RECOMMENDATION OR SPONSORSHIP OF ANY Winners Circle SECURITY, OR FUND. OUR INFORMATION SHOULD NOT BE RELIED UPON FOR PURPOSES OF TRANSACTING IN SECURITIES OR OTHER INVESTMENTS.

WE DO NOT OFFER OR PROVIDE TAX, LEGAL OR INVESTMENT ADVICE AND YOU ARE RESPONSIBLE FOR CONSULTING TAX, LEGAL, OR FINANCIAL PROFESSIONALS BEFORE ACTING ON ANY INFORMATION PROVIDED BY US. THIS SITE IS CONTINUALLY UNDER DEVELOPMENT AND Winners Circle MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE. YOU acknowledge and agrees that no representation has been made by Winners Circle OR ITS AFFILIATES and relied upon as to the future income, expenses, sales volume or potential profitability that may be derived from the participation in THIS PROGRAM.

CHANGES TO THE AGREEMENT. You can review the most current version of the Terms at any time at www.winnerscircletraining.com/terms-and-conditions. We reserve the right, at our sole discretion, to update, change or replace at any time, any part of the Agreement, including the Privacy Policy, or any and all related polices by posting updates and changes to our Website. It is your responsibility to check our Website periodically for changes. Your continued use of or access to our Website following the posting of any changes to the Agreement constitutes acceptance of those changes. 

If you have any questions or concerns regarding our privacy policy please direct them to: support@winnerscircletraining.com