TERMS OF PURCHASE AGREEMENT

 

            This Agreement effective as of the date of the last signature below, is made between (“Effective Date”) by and between My Consulting Offer, LLC, a Florida LLC d/b/a My Consulting Offer (“MCO”) and you (“Client”), collectively “the Parties.” In consideration of the promises and mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

1.      PROGRAM AND FEES.

 

1.1.         Program. Under the terms of this Agreement, MCO agrees to provide services in support of helping Client obtain and/or prepare for consulting interviews, which may include without limitation webinars, audio and/or visual presentations, educational materials, and courses, and/or periodic personal coaching and evaluation as set forth in the program selected by Client at checkout (the “Program”) in exchange for fees set forth in Section 1.2 below.

1.1.1.      Availability of Online Program Materials.  MCO will make commercially reasonable efforts to maintain the availability of the digital educational materials and courses (the “Program Materials”), excluding any scheduled downtime, events beyond the reasonable control of MCO, and/or Client technical issues.  It is Client’s sole responsibility to maintain adequate hardware and software to access Program Materials.  

1.1.2.      Commitment to the Program. By entering into this Agreement, Client commits and agrees to faithfully execute all of the lessons, assignments, and course work in the Program to the best of Client’s ability. Client further agrees to return phone calls or emails from MCO representatives within five business days of such phone call or email and to update MCO representatives regarding status of submissions to potential Offerors as applicable. Client agrees to attend all scheduled coaching sessions (“Coaching Sessions”) included as part of the Program. Client agrees to attend any scheduled interviews scheduled by an Offeror. Client also acknowledges that creating results requires tremendous effort and that Client is prepared and committed to faithfully make that effort.

1.1.3.      Third-Party Services.  Certain parts of the Program interoperate with one or more third-party services (“Third-Party Services”) and depend on the continuing availability and access to such third-party service and any data or information interfaces. Client agrees to be bound by the applicable terms of service for these third-party services. If for any reason MCO cannot access or use the applicable Third-Party Service (including without limitation, change in terms or increase in fees charged by a third-party service provider), MCO may not be able to provide all the functions of its Program. No refund or credit will be provided for unavailability of any Third-Party Services. MCO is not responsible for the security and privacy of any information once shared with any Third-Party Services.

1.2.         Fees. By entering into this Agreement, Client agrees and understands that Client is committing to pay MCO the following fees:

1.2.1.      Initial Fee.  Client must pay an initial fee of $8,997 USD (the “Initial Fee”).  In limited circumstances, the initial fee may be paid in multiple payments according to a payment plan offered by MCO. Following payment of the initial fee, or the first payment if a payment plan is offered and accepted, MCO will provide Client with access to MCO’s Program Materials.

1.2.2.      Late Payment Fees.  If the Initial Fee is paid in installments and are not paid in full to MCO by the due dates as set forth above, interest will begin to accrue.  Interest will be computed on the basis of the 360-day year, comprising twelve (12) months of thirty (30) days. Each will accrue on the unpaid obligations from time to time outstanding at the rate of interest per annum equal to the prime rate of interest as announced by the Wall Street Journal as of the due date plus two percent (2%). Notwithstanding the foregoing, in no event shall the rate of interest that accrues under this Section exceed the maximum amount that MCO may charge or collect under applicable law.

1.2.3.      Payment Authorization. Client authorizes MCO to charge the credit, debit card or PayPal account Client provided on a one-time basis or in accordance with the payment plan elected by Client.  If Client has elected a payment plan, no additional authorization is required for MCO to charge the card in accordance with the payment plan.

1.3.         Refunds.  MCO abides by a strict no-refund policy except when determined by MCO. By entering into this Agreement, Client agrees and understands that Client is permanently waiving the right seek or claim any refund of the Initial Fee or other fees. If Client is entitled to a refund, MCO will issue the refund within 30 business days. MCO may subtract from the refund amount any processing or credit card fees incurred by MCO in the course of receiving and/or refunding the fees.  Client agrees that he or she is entering into this Agreement voluntarily, and will not file a chargeback if Client pays using a credit card. Client further acknowledges, represents, warrants and agrees that Client will not request a refund unless he or she is explicitly entitled to a refund pursuant to the terms of this Agreement. All refunds shall be at the complete discretion of MCO.

 

2.     TERM AND TERMINATION.

 

2.1.         Term. This Agreement will commence upon Client’s acceptance of this Agreement and payment of the Initial Fee.  The Agreement will terminate the earlier of: (1) when Client receives an Offer, as defined above; or (2) three years from the date of this Agreement.

2.2.         Termination.

2.2.1.      Termination Without Cause. MCO may immediately terminate this Agreement without cause at any time in its discretion upon written notice to Client, which may be sent via email.  Termination without cause will result in a refund of an amount proportionate to the unused portion of the Program as determined by MCO in its sole discretion.

2.2.2.      Termination With Cause.  MCO may terminate this Agreement if Client fails to fulfill his or her duties under the Agreement, including without limitation: (a) failure to commit to the Program as set forth in Section 1.1.2. above;  (b) failure to turn in assignments or documents requested by MCO personnel including but not limited to resumes, cover letters or LinkedIn profiles;  (c)  failure to submit applications in good faith;  (d) failure to attend scheduled interviews;  and (e) failure to incorporate the advice of MCO personnel in resumes, cover letters or other documents; (f) unruly conduct within the program as determined by MCO including failure to comply with rules set for participation in Facebook group(s). In the case of termination with cause under this section, MCO will not be obligated to return the Initial Fee. 

 

3.     INDEMNIFICATION; NO WARRANTIES

 

3.1.         No Guarantees. By entering into this Agreement, Client agrees and understands that MCO is only granting Client access to the Program, which attempts to teach Client consulting industry recruiting techniques intended to help Client obtain an Offer. MCO guarantees no specific results. Client takes full responsibility for Client’s own success. Client acknowledges that everyone's success is different and depends on numerous factors, including, but not limited to, Client’s own drive, dedication, and motivation. Any examples of job offers or testimonials are not meant as a promise or guarantee of Client’s own job offer or success, and Client should not rely upon such examples or testimonials in any manner whatsoever. In other words, Client is completely and totally responsible for Client’s own success, and there is a risk Client may not obtain a job satisfactory to Client.

3.2.         Disclaimer of All Warranties. MCO HEREBY DISCLAIMS, ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. THE PROGRAM, ALONG WITH ANY ANCILLARY SERVICE, IS BEING PROVIDED “AS IS,” WITHOUT ANY TYPE OF WARRANTY WHATSOEVER.

3.3.         Limited Liability. In no event will MCO be liable to Client or any third-party related to Client for any damages, including damages for other pecuniary loss, whether under a theory of contract, warranty, tort (including negligence) products liability or otherwise, even if MCO has been advised of the possibility of such damages. Limitations herein described shall be applied to the greatest extent enforceable under applicable law.  To the maximum extent allowed by law, MCO’s total liability arising out of or related to this Agreement (whether in contract, tort, or otherwise) does not exceed the amount paid by Client within the 12-month period prior to the event that gave rise to the liability.

3.4.         Indemnification. Client will, at Client’s own expense, defend, indemnify, and hold MCO, its agents, attorneys and employees harmless from any and all claims, actions, liabilities, injuries, damages, losses, grants, costs, and expenses, including attorney fees, resulting from any violation of this Agreement by Client or arising from or related to your use or misuse of the Program Materials.

 

4.     CONFIDENTIALITY; INTELLECTUAL PROPERTY.

 

4.1.         Confidentiality. Confidential Information means all non-public information disclosed by MCO to Client, whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”).  Client must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care), and it may not disclose or use any of MCO’s Confidential Information for any purpose outside the scope of this Agreement.

            Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to MCO; (ii) was known to the Client prior to its disclosure by MCO without breach of any obligation owed to the MCO; (iii) is received from a third party without breach of any obligation owed to MCO; or (iv) was independently developed by the Client without use or access to the Confidential Information. By signing this agreement, the Client agrees to sign MCO’s Confidentiality Agreement.

4.2.         Intellectual Property and Limited License. The Program and Program Materials are proprietary property of MCO.   All right, title, and interest in and to the Program, including all associated intellectual property rights, remain only with MCO.  MCO grants Client a non-exclusive, non-transferable license during the term of this agreement, to use Program Materials in accordance with this Agreement. Client expressly acknowledges and understands that Client is only obtaining a limited license hereunder and that such limited license is non-exclusive and non-transferable. Specifically, Client MAY ONLY use this license for their own personal, educational purposes, and MAY NOT share any of the Intellectual Property with anyone else, including but not limited to showing the Intellectual Property to any other individual, group, or providing access codes or passwords to access the Intellectual Property to anyone else. Client shall not copy, share, reproduce, redistribute, transmit, assign, sell, broadcast, rent, lend, modify, adapt, edit, create derivative works of, sublicense, or otherwise transfer or use any Intellectual Property hereunder. Any other uses of the Intellectual Property not expressly allowed under this Agreement are expressly prohibited and illegal.

            Client agrees that Program Materials may contain materials protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Client agrees to abide by and maintain all copyright notices, information, and restrictions contained in any Program Materials accessed by Client. 

 

5.     REMEDIES

 

5.1 Remedies.  In the event of a breach by Client of Section 4 above, Client hereby consents and agrees that MCO will suffer actual damages which cannot be adequately remedied by monetary relief.  Client agrees that MCO shall be entitled to obtain, as a matter of right hereby granted, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that monetary damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.

 

6.     DISPUTE RESOLUTION

 

6.1.         Governing Law and Jurisdiction. This Agreement and any disputes relating to this Agreement shall be governed and construed in accordance with the laws of the United States of America and the State of Florida, without regard for its conflicts of laws principles. Jurisdiction and Venue for any dispute concerning, involving, or in any way related to this Agreement shall lie exclusively in the federal and state courts of Florida, located in the County of Okaloosa. The Parties expressly waive any objections to such jurisdiction and venue and irrevocably consent and submit to the personal and subject matter jurisdiction of such courts in any action or proceeding. However, this Agreement and/or any court order or judgment arising out of or related hereto shall be enforceable in every state.

6.2.         Arbitration.  Any controversy or claim arising out of or in connection with any provision of this Agreement, including but not limited to any question regarding its existence, validity or termination, will be finally settled by binding arbitration in Okaloosa County, Florida by one arbitrator, in accordance with an arbitral organization and arbitration rules agreed upon by the parties. 

            If the parties cannot agree on which arbitral organization to use and which arbitration rules to apply: (i) if Client is domiciled in the United States, the arbitration shall be administered by the American Arbitration Association in accordance with its commercial rules; (ii) if Client is domiciled outside of the United States, the arbitration shall be administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules.

            In all cases, the arbitrator shall apply Florida law, without reference to rules of conflicts of laws or rules of statutory arbitration, to the resolution of any dispute.  Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction, subject to required venue provisions in this Agreement in section 4.6 above, for preliminary or interim equitable relief, or to compel arbitration in accordance with this paragraph, without breach of this arbitration provision. 

6.3.         PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS.  EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL PARTY BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, CLASS OR REPRESENTATIVE PROCEEDING. 

 

7.     MISCELLANEOUS

 

7.1.         Consent to Use Client Materials. By entering into this Agreement, Client affirmatively agrees and acknowledges that MCO may at any time reproduce and/or disseminate any testimonial describing or otherwise referencing, either directly or indirectly, Client’s experience in the Program, including any specific results experienced by Client over the course of Client’s participation. Client agrees and acknowledges that this includes any written statements Client may publish through social media accounts and online forums, as well as any statements and/or images captured or otherwise recorded over the course of attendance at any event related to the Program. Client further represents and warrants that any statements or testimonials that Client makes shall be correct, accurate, and truthful. Additionally, Client irrevocably and permanently grants, assigns and conveys to MCO the right to use, broadcast, distribute, and exhibit in any form now or later developed, including publications for promotion on website entries and social media sites, Client’s name, likeness, image, photograph, voice, and video as related to and in conjunction with Client’s attendance of any Program event and/or participation in the Program (collectively “Client Materials”). Client irrevocably and permanently waives any right to royalties or other compensation arising from or related to the use of Client Materials.

7.2.         Headings.  The headings and other captions in this Agreement are for convenience and reference only and shall not be used in interpreting, construing, or enforcing any of the provisions of this Agreement.

7.3.         Severability. If any provision of this Agreement is deemed unenforceable by a court of law for any reason the remaining provisions will continue in full force and effect.

7.4.         Non-waiver.  The failure of MCO to exercise any rights upon a breach of this Agreement by Employee are not a waiver of any right upon the continuation or recurrence of any such breach.  No waiver of any provision of this Agreement shall be valid unless the same is in writing and signed by both Parties.

7.5.         Service Terms and Privacy. By signing this agreement, you acknowledge that you have read and agree to the Terms of Service, Privacy Policy on our site www.myconsultingoffer.org.

7.6.         Amendments. This Agreement and all other documents referenced in this section, may only be amended in a writing signed by both Parties and attached hereto.

7.7.         Upgrades. Upgrading or changing a program and payment terms can be completed by sending an email to your Enrollment Specialist. This will be considered a signed writing solely for the purpose of program upgrades and changes. As stated above, all other amendments require a signed writing by both Parties.

7.8.         Non-transferability. The rights and obligations under this Agreement are personal to Client. Client may not assign or transfer any rights or obligations under this Agreement.

7.9.         Construction. Any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in the interpretation of this Agreement or any amendments hereto. 

7.10.      Attorneys’ Fees and Legal Expenses. If any proceeding, action or arbitration shall be brought to recover any amount under this Agreement, or for or on account of any breach hereof, or to enforce or interpret any of the terms, covenants, or conditions of this Agreement, the prevailing party shall be entitled to recover from the other party, as part of the prevailing party's costs, reasonable attorneys' fees, the amount of which shall be fixed by the court or arbitrator as applicable, and shall be made a part of any award or judgment rendered (regardless of whether or not the matter is contested).

7.11.      Counterparts and Electronic Signatures.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.

By their execution below, the Parties hereto have agreed to all of the terms and conditions of this Agreement and each signatory represents that it has the full authority to enter into this Agreement and to bind her/his respective Party to all of the terms and conditions herein.

 

COMPANY: 

Signature:                            ___________________________

Printed Name & Title:         Davis Nguyen, Owner

 

CLIENT:

Date:  April 22, 2024

Address:   

Phone Number:  

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Signature Certificate
Document name: Purchase Agreement T7GTOP
lock iconUnique Document ID: 6ec2bdcc0f7c209a930a7da1da170dc4e12d87be
Timestamp Audit
March 23, 2024 9:52 am EDTPurchase Agreement T7GTOP Uploaded by Davis Nguyen - admissions@myconsultingoffer.org IP 2403:6200:8871:b9b1:8d37:3a45:245c:d343
March 28, 2024 6:38 am EDTEmily Reynolds - admissions@myconsultingoffer.org added by Davis Nguyen - admissions@myconsultingoffer.org as a CC'd Recipient Ip: 2403:6200:8871:b9b1:8d37:3a45:245c:d343