The Strategic Scale Institute Scale Ready Agreement (6 Months)


This Master Subscription Agreement (“Agreement”) constitutes a binding contract between the individual or registered business entity identified in the signature block in this Agreement (“You(r)”) and Global Wealth Firm D/B/A The Strategic Scale Institute, a Georgia limited liability company and its owners, officers, directors, employees, subsidiaries, affiliates, successors, and assigns (collectively, “SSI”). If You enter into this Agreement on behalf of a registered business entity (“Company”), You affirm and represent that You have the authority to enter into this Agreement on behalf of the Company, and in such case the term “You(r)” will refer to the Company. 

This Agreement governs Your use of and access to the online business and marketing coaching subscription services program offered by SSI, including all associated services, technology, information, documentation, specifications, tools, applications, email services, bulletin and message boards, chat areas, social media groups, forums, communities, calendars, and mobile applications offered through a SSI or third-party website or application (“Program), as further detailed in this Agreement and Exhibit A, attached hereto and incorporated herein by reference (“Exhibit A”). As of the date that You sign this Agreement (“Effective Date”) You have a legal obligation to comply with all the terms of this Agreement. Any Capitalized term not defined before its first appearance will have the definition set forth in this Agreement. YOU MAY NOT ACCESS OR USE THE PROGRAM FOR COMPETITIVE PURPOSES, OR IF YOU ARE A DIRECT COMPETITOR OF SSI. 

1. Term SSI will grant You access to the Program beginning on the Effective Date, through the consecutive period of time specified in Exhibit A (“Term”). Upon expiration of the Term, Your access to certain features of the Program will automatically terminate. 

2. License. As consideration for the Program Fee (defined in section six (6)), SSI grants You a personal, limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, revocable right to access the Program solely for Your internal business purposes during the Term (“License”). Certain Program features such as the proprietary step-by-step self-paced training modules (“Member Coaching Area”), messaging functions, and social media pages will generally be available to You twenty-four (24) hours a day, seven (7) days a week. However, access to the Program may be suspended temporarily and without notice (a) in the event of system failure, (b) for maintenance or repair, (c) where SSI reasonably suspects there has been a breach of this Agreement, (d) for reasons reasonably beyond SSI's control, or (e) as otherwise allowed under this Agreement. All other Program features are provided Monday through Friday, excluding federal United States holidays. You will be notified in advance if any Program feature will not be provided on a given day. The parties agree that execution of this Agreement is not contingent on the delivery of any future functionality or features, or dependent on any oral or written comments made by SSI regarding future Program functionality or features.

3. License Restrictions. 

A. The License to use the Program is limited by, expressly conditioned upon, and only available to You so long as You strictly comply with this Agreement. Any use by You that does not strictly comply with this Agreement or exceeds the scope of the License granted herein, violates the License. The Program may only be accessed by up to two (2) users through a single account. The Program is for Your personal (limited to two (2) users), internal, and noncommercial use. You may not share, distribute, sell, transfer, or forward Your account login, password, or any Program Content. “Program Content” is defined as Program information, text, images, video, audio, other files, live streams, creative suggestions, ideas, notes, concepts, materials, documentation, opinions, information, or other materials. 

B. Except for the License granted to You, the Program constitutes SSI Intellectual Property (as defined in section thirty-four (34)). Program Content may not be transmitted (by any means), reproduced, republished, distributed, resold, displayed, broadcast, or otherwise exploited in any manner without the express written permission of SSI. SSI may, but is not obligated to, monitor or review Your use of the Program. If SSI becomes aware of any possible violation by You of this Agreement, SSI reserves the right to investigate such violations, and may, in SSI's sole discretion, immediately terminate Your License to use the Program pursuant to section two (2).

4. Available Downloads. You may download and/or print two (2) copies of each document that SSI makes available to You for download through the Program (“Available Downloads”). If You choose to download or print any Available Downloads, You will only do so for personal, internal, and noncommercial purposes and must not in any way alter any copyright, trademark, and/or proprietary notices. You may not create derivative works, resource guides, marketing or business materials, source materials, websites, blogs, online content, or any other works that reference SSI, the Program, or that otherwise infringes on any SSI Intellectual Property (as defined in section thirty-four (34)). 

5. Prohibited Activities. 

A. In connection with Your use of the Program, You will not do or attempt to do the following: (1) copy, reverse engineer, reverse assemble, otherwise attempt to discover the source code; (2) access the Program by any means other than through SSI provided interfaces; (3) manipulate or otherwise display the Program by using framing or similar navigational technology; (4) use the Program in any manner that could damage, disable, overburden or impair SSI's servers or networks, or interfere with any other user’s use and enjoyment of the Program; (5) gain unauthorized access to any part of the Program, including the website, accounts, computer systems, or networks connected to the Program through hacking, password mining or any other means; or (6) obtain any materials or information through any means not intentionally made available through the Program or harvest or otherwise collect information about other users.

B. Additionally, You will not do or attempt to do the following (1) distribute, share, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any documents, information, software, products, or services obtained through the Program; (2) share, submit, or transmit any material (“Post”) that contains a virus or corrupted data; (3) delete any author attributions, legal notices, trademarks, or proprietary designations or labels; (4) register, subscribe, or unsubscribe any party, other than You, for any SSI product or service; or (5) violate any applicable local, state, national, or international law, rule, or regulation, or use the Program for any purpose that is prohibited by this Agreement. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COPYING OR REPRODUCING ANY SERVICES, PROGRAMS, PRODUCTS, INFORMATION, OR MATERIALS PROVIDED BY SSI TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.

6. Fee. As consideration for access to the Program during the Term, You will pay SSI the subscription fee specified in Exhibit A (“Program Fee”). The Program Fee is non-cancellable, non-refundable, due in full, and payable upon execution in this Agreement. For avoidance of doubt, the Program Fee is based on access rights acquired, not actual usage, and Your obligation to pay the full amount of the Program Fee exists whether or not You (a) complete the Program during the Term, (b) ever access the Program, or (c) experience results similar to those of other clients who have completed the Program.

7. Taxes. The Program Fee does not include any taxes, levies, duties, or similar governmental assessments of any nature, including, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchase of the Program. If SSI has the legal obligation to pay or collect Taxes for which You are responsible, SSI will invoice You and You will pay that amount unless You provide SSI with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, SSI is solely responsible for taxes assessable against it based on its income, property and employees.

8. Payment Plan. As a courtesy, SSI may permit You to pay the Program Fee in installments (“Payment Plan”). The Payment Plan requires You to submit an initial payment on the Effective Date, and to make subsequent payments until You have paid the full Program Fee. You must make all payments required under the Payment Plan, as detailed in Exhibit A. SSI will automatically withdraw all Payment Plan payments on the due date. A Payment Plan in no way alters Your obligation to pay the full amount of the Program Fee. The full Program Fee remains non-cancellable and non-refundable. If You fail to abide by the terms of a Payment Plan, You will be in Payment Default as defined in section eleven (11).

9. Authorized Charges. If You have not paid the Program Fee in full on the Effective Date, You must pay all Authorized Charges. “Authorized Charges” are all amounts You owe to SSI including but not limited to Payment Plan payments for the full amount of the Program Fee, monthly Payment Plan late fees, interest due on late Payment Plan payments, and unpaid amounts, return check fees, chargeback fees, and any other fees incurred by You under this Agreement (“Authorized Charges”). You authorize SSI to immediately withdraw all re-occurring and one-time Authorized Charges that are due. SSI is not required to obtain any additional authorization to process any Authorized Charges that are due. You will not make chargebacks for any Authorized Charges that are due, and if SSI has to defend against a dispute chargeback, You are responsible for any and all fees incurred by SSI in resolving any dispute chargeback. All Authorized Charges must be made in United States dollars, by wire transfer, credit card, ACH payment, or by negotiable instrument drawn upon a United States bank.

10. Payment Information. To allow SSI (or its third party payment service provider) to process all Authorized Charges owed by You, You must provide SSI with current, complete, and accurate billing information including Your full legal name, mailing address, billing address, telephone number, payment information, or credit card information (i.e. credit card number, and expiration date) (“Payment Information”). You must promptly update all Payment Information to ensure that it is current, complete, and accurate. You must promptly contact SSI if Your credit card is lost or stolen or if any Payment Information is out-of-date.

11. Payment Default. Your right to access and use the Program is conditioned upon SSI's receipt of all Authorized Charges. You are in breach of this Agreement, if at any time any Authorized Charges cannot be processed according to the Payment Information that You provided, if any Authorized Charges are refunded for any reason (including chargebacks), or if any Authorized Charges are not paid when they are due (“Payment Default”). Any Payment Default that is not resolved within seven (7) calendar days will incur a forty dollar ($40.00) a month late fee and will continue to incur late interest at the rate of 1.5% of the outstanding balance of the Program Fee, per month, or the maximum rate permitted by law (whichever is higher) until paid in full.

12. Suspension and Acceleration. Upon Payment Default, without limiting its other rights and remedies, SSI may (a) either suspend or terminate Your access to the Program (“Suspension Period”) and (b) accelerate the Payment Plan so that the Program Fee becomes immediately due and payable in full (“Payment Acceleration”). SSI will attempt to process delinquent Authorized Charges every day until You are current under the Payment Plan and have paid the all Authorized Charges in full. The Suspension Period will continue until You are current under the Payment Plan and have paid the Authorized Charges in full. You remain responsible for all Authorized Charges during the Suspension Period and those Authorized Charges associated with Payment Acceleration. SSI will not extend the Term to account for the length of the Suspension Period, and SSI will not be liable to You for Your inability to access the Program during any Suspension Period.

13. Delinquency and Collections. Upon Payment Default, SSI will take any steps it deems necessary and retains the right to report any Payment Default to a credit reporting bureau, collection agency, government agency with jurisdiction, and to take any other actions that SSI decides in its sole discretion are necessary to receive payment of delinquent Authorized Charges. You are responsible for all costs and expenses incurred by SSI in connection with collection of delinquent Authorized Charges, including monthly late fees, interest on delinquent Authorized Charges, collection agency fees, collection attorney fees, court costs, and other associated legal fees.

14. Program Fee Credit. Though no portion of the Program Fee is cancellable or refundable, upon written notice to SSI, within five calendar (5) days of the Effective Date, You may receive a credit in the amount of the portion of the Program Fee that You have paid as a credit towards another program or Event (as defined in section sixteen (16)) offered by SSI, that is of equal or greater value.

15. Account & Password. To set up a Program account, You must select a username and password, and provide all required information. You must provide current, complete and accurate account information. Providing any untrue, inaccurate, out-of-date, or incomplete, information may result in SSI terminating Your License to the Program. Additionally, You must maintain the security and confidentiality of Your account and password. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIONS, WHETHER BY YOU OR ANYONE ELSE, THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. You must immediately notify SSI of any unauthorized use of Your account or any other breach of security. Neither SSI, SSI's consultants, contractors, agents, representatives, licensors, vendors, sponsors, and interns (collectively, “Team Members”) will be liable for any loss that You may incur as a result of someone else using Your password or account, either with or without Your knowledge. You may be held liable for any losses incurred by SSI, Team Members, or third parties due to someone else using Your account or password.

16. Conduct Requirement. You must (a) respect SSI's time and expertise; (b) follow all rules and policies communicated to You; (c) engage in a cooperative, professional, and respectful manner towards SSI, Team Members, SSI customers, clients, invited guests (“Program Participants”), any individuals You choose to interact with as part of the Program; and (d) must not become noticeably intoxicated. The aforementioned items (a) – (d) are hereinafter collectively referred to as “Conduct Requirements.” The Conduct Requirements apply to all in-person or online events hosted by SSI (“Event”), and extend to venue personnel at any Event. Your compliance will be determined in SSI's sole discretion. If You fail to comply with the Conduct Requirements, You will be responsible for and agree to pay all amounts, including costs, fees, damages (direct, indirect, consequential, exemplary, incidental, and special damages), attorney’s fees, fines, and loss of revenue or profits) proximately caused by Your conduct.

17. Non-Solicitation. During the Term and the two (2) year period following the expiration or termination of this Agreement, or Your access to any portion of the Program, You will not via any communication method, directly or indirectly, on Your behalf or on behalf of another, solicit, recruit, induce, divert, or otherwise interfere with the relationship between SSI and its Program Participants, Team Members, or other business relationships; or establish any business that is competitive with the Program or SSI's business.

18. Non-Disparagement. You will not make engage in any conduct or communications with a third party, public or private, designed to disparage SSI, the Program, or any SSI products and services included but not limited to any remark, comment, message, information, declaration, campaign, statement, or any other communication of any kind, whether verbal or in writing via any means of transmission that might reasonably be constructed as derogatory, defamatory, libelous, or slander.

19. Audio/Visual Release. Portions of the Program or an Event may be recorded in video, audio, photographic, or any other transmission form (“Recording”). By participating in the Program or an Event You grant SSI the right and permission to use all Recordings in association with Your actual or simulated name, image, likeness, appearance, voice, biographical details, statements, testimonials, or photograph for any purpose, in any manner, in any medium or context, now known or hereafter developed, throughout the world, without further authorization from, or compensation to, You or anyone acting on Your behalf. This includes filming by the police or security staff which may be carried out for the security of customers or the prevention of crime. All Recordings are the exclusive property of SSI, and SSI exclusively owns all rights to every aspect of each Recording, which includes the right to create derivative works therefrom. Furthermore, upon request by SSI, You will sign all documentation necessary to allow SSI to perfect its intellectual property rights in a Recording.

20. Events. 

A. Your attendance at any Event is optional. If You choose to attend any Event, You will comply with all registration requirements and will pay all additional costs associated with an Event. Such additional costs may include, but are not limited to, travel costs, accommodation costs, and meal costs. Dates and locations of Events are subject to change and will be announced, as information becomes available. If You have paid to attend an Event and cannot attend due to illness, You must notify SSI asap, and SSI will issue You a credit that can be applied to a future Event (within the following calendar year) of equal or greater value. SSI complies with applicable federal, state, and/or city regulations and guidelines related to COVID-19, pandemics, and epidemics, including but not limited to mask wearing, social distancing, and indoor gathering limits, as well as any guidelines or rules set by any third party venue for an Event. 

B. SSI cannot guarantee that no harm will come to You or Your personal property. If You choose to attend an Event, You should not leave Your personal property unattended, doing so is at Your sole risk. SSI is not responsible for any personal property (including without limitation clothing, wallets, laptops, and mobile telephones), that You bring and/or leave unattended during an Event. You accept all risks to Your personal property, health, well-being, and the risk of injury or death that may result from Your participation in an Event (including but not limited to the risk associated with COVID-19), as further detailed in this section twenty (20). 

C. You release SSI, and its Team Members (collectively, “Indemnified Parties”) from any and all liability to You, Your personal representatives, estate, heirs, next of kin, and assigns for any and all claims and causes of action for loss of, or damage to Your property, and for Your injury, illness or death, that may result from or occur during Your participation in an Event, whether caused by negligence of the Indemnified Parties. You will indemnify and hold the Indemnified Parties harmless from all liability for the injury or death of any person(s), and damage to or theft of property that may result from Your negligence or intentional act or omission while participating in an Event. This section twenty (20) will govern Your attendance at any Event.

21. Digital Event Option. Notwithstanding any provision to the contrary, if SSI reasonably determines, in its sole discretion, taking into account public health developments and public health authority guidance, that an in-person Event is no longer advisable, then some or all of an Event may occur as a digital-only Event. SSI's invocation of this clause will not constitute grounds for termination of this Agreement.

22. COVID-19 Disclaimer. An inherent risk of exposure to COVID-19 exists in any place where people gather. COVID-19 is an extremely contagious disease that can lead to severe illness and death. Your attendance at any Event is completely voluntary. If You choose to attend an Event, You will comply with all reasonable rules and regulations that SSI implements in its sole reasonable discretion. By attending and Event, You assume all risks, hazards, and dangers arising from or relating in any way to the risk of contracting COVID-19 and any other communicable disease, illness, bacteria, virus, or other pathogen whether occurring before, during, or after an Event, however caused or contracted, and voluntarily waive all claims and potential claims against the Indemnified Parties relating to such risks.

23. Interactive Platforms.

A. The Program may provide certain interactive features, such as social media webpages, messaging applications, and other public forums which serve as discussion centers for users and subscribers of SSI products and services (“Interactive Platforms”). SSI reserves the right to monitor all Posts on Interactive Platforms and to hide, alter, edit, delete, or block any Post, in whole or in part, for any reason that SSI determines, in its sole discretion. Additionally, SSI may disclose any Post and the circumstances surrounding its transmission, to any third party in order to satisfy any applicable law, regulation, legal process, governmental request, or to protect SSI, Team Members, and Program Participants. 

B. SSI reserves the right to contact any Interactive Platform user to inform them of any policies or to delete their accounts without warning or advance notice, for any reason, including but not limited to the violation of this Agreement. Any Interactive Platform user failing to comply with these guidelines may be banned from using Interactive Platforms in the future. SSI is not responsible for any Post on an Interactive Platform or for any failure or delay in removing such Post. SSI reserves the right to remove any Interactive Platform features at its sole discretion. 

C. If You choose to participate in any Interactive Platforms, You agree that any Post that You submit is Yours or that You have the right to Post; You will treat others with respect and honesty; You will be fair and informative; You will only submit Posts that are honest and valuable, and You will ensure all Your Posts are pitch-free, solicitation free, and sales-free. Additionally, by submitting a Post on any Interactive Platform You grant SSI a non-exclusive, worldwide, royalty free, fully-paid, perpetual, irrevocable, sublicensable, assignable, transferable right to use, reproduce, distribute, modify, create derivative works of, publicly perform, publicly display, digitally perform, sell, offer for sale and import such Post in any media now known or hereafter devised, for any purpose whatsoever, commercial or otherwise, without compensation to You. You represent and warrant that any person or entity named or pictured in such Post has provided any necessary licenses, rights or authorizations to allow SSI to use such Post in accordance with the license granted in this section twenty-three (23). No Post on an Interactive Platforms will be subject to any obligation, whether of confidentiality, attribution, or otherwise.

24. Posting Restrictions: If You choose to Post to any Interactive Platforms, You will not do the following:
· Post rumors or negative opinions that are not supported by facts.
· Post content that interferes with or disrupts a SSI or third-party website, the Program, or the operation thereof, including files that contain malicious code, viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer, network, or website.
· Post content that may be viewed as unlawful, encouraging criminal conduct, libelous, harassing, discriminatory, bigoted, hateful, racially offensive, vulgar, defamatory, obscene, false, inflammatory, profane, pornographic, objectionable and not socially or professionally responsible or appropriate in person, intending to abuse, stalk, threaten, intimidate, or infringe on the rights of others, infringe on contractual or fiduciary rights, or give rise to criminal or civil liability.
· Post content that violates the privacy or publicity rights of any other person, including, without limitation, Posting any personal identifying information of another individual, including, without limitation, addresses, phone numbers, email addresses, social security numbers, credit card numbers, or any trade secrets or information for which there is any obligation of confidentiality.
· Post content that in any way harm minors.
· Post content that impersonates SSI or any other person or entity, whether actual or fictitious.
· Post content that misrepresent Your affiliation with any entity and/or SSI.
· Delete or revise any content Posted by any other person or entity.
· Post content that constitutes junk mail, spam, or unauthorized advertising or promotional materials, including, without limitation, links to commercial products or services, blogs, articles, business pages, affiliate offers, or any political campaigning.
· Post content advertising Your programs, products, or services or inviting others to join other social platforms, networking groups, or programs. 
· Post content that in the sole judgment of SSI is objectionable or restricts or inhibits any person or entity from using or enjoying any interactive features or other portions of the Program whether on a SSI or third-party website, or which may expose SSI or its users to harm or liability of any nature.
· Post content that infringes on any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of a party. Users are solely liable for any damage resulting from a Post that contains any infringing content. 
· Collect information about the users of the Interactive Platform or use such information for any purpose.

25. Third-Party Content and Websites. 

A. The Program may contains third-party content and hyperlinks to third-party websites. The content and hyperlinks are provided as resources that may be of interest. Third-party content and websites are not under SSI's control and SSI is not responsible for any aspect of third-party content or websites. The inclusion of third-party content and websites are included as a convenience and do not imply SSI's endorsement of the third-party content or websites or any association or relationship with its operators. Your use of any third-party content or website and any purchases of products or services from such third-party websites are subject to the terms and conditions of the third-party website.

B. You will not bring any suit or claim against SSI arising from or based upon any such use of third-party content and websites, including, without limitation, websites that SSI links in the Program. SSI expressly disclaims all responsibility and endorsement and makes no representation as to the validity of any opinion, advice, information, statement, or any errors or omissions made or displayed in third-party content or websites. Under no circumstances will SSI, or its Team Members be liable for any loss or damage caused by Your reliance on information obtained through third-party content or websites. The opinions expressed are solely those of the third party indicated and do not reflect the opinions of SSI or its Team Members.

26. Submissions. From time to time, You may choose or SSI may invite You to submit written, audio, and/or video material for inclusion on the Program and/or other SSI products and services (“Submissions”). By providing a Submission to SSI, You agree: (a) that Your Submission is gratuitous and without restriction and will not place SSI under any fiduciary or other obligation, and (b) that SSI is free to disclose the Submission on a non-confidential basis to anyone or otherwise use the Submission without any additional compensation to You. You acknowledge that, by acceptance of Your Submission, SSI does not waive any rights to use similar or related ideas previously known to SSI, or obtained from sources other than You. For avoidance of doubt, SSI does not accept or consider unsolicited creative materials, ideas, or suggestions either via the website, email, or other means.

27. Termination & Survival. We may terminate this Agreement, deactivate Your account, and/or Your License to access use the Program immediately, without prior notice or liability to You, if You breach any section of this Agreement. Furthermore, SSI reserves the right to change, edit, suspend, delete and/or cancel any part of the Program and/or Your access to it at any time with or without notice to You if required by law, or due to an event beyond SSI's control. You may also request that Your access to the Program be terminated. Upon termination of this Agreement for any reason: (1) all rights granted to You under this Agreement will immediately cease, (2) You must immediately cease all activities authorized by this Agreement (including Your use of the Program), and (3) You will not be eligible to receive any future products, services, advertised bonuses related to the Program. Under no circumstances will termination of this Agreement, due to Your breach or due to Your request, entitle You to receive any credit or refund of the unpaid portion of the Program Fee and any other Authorized Charges. Termination of this Agreement due to Your breach or by Your request will not absolve You of Your legal obligation to pay the Program Fee which is non-cancellable and non-refundable. You will also continue to be responsible for all incurred and unpaid Authorized Charges. Section six (6) through thirteen (13) will survive the termination or expiration of this Agreement until the Program Fee and all Authorized Charges are paid in full. Sections three (3) through five (5), fifteen (15), seventeen (17) through twenty (20), and twenty-two (22) through twenty-six (26), will survive the termination or expiration of this Agreement for any reason. 

28. Representations and Warranties. Each Party represents and warrants that (a) the person signing this Agreement on its behalf has been duly authorized and empowered to enter into this Agreement; (b) this Agreement is valid, binding, and enforceable against it; and (c) it will fulfil its obligations under this Agreement in accordance with all applicable laws.

29. General Disclaimer. 

A. The information made available through the Program, SSI's websites, or any services provided by SSI are not a replacement or substitute for the services of a trained professionals in any field. ALL INFORMATION PROVIDED BY SSI VIA ANY MEANS IS PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY. NONE OF THE INFORMATION PROVIDED BY SSI IS INTENDED AS MEDICAL, FINANCIAL, LEGAL ADVICE, OR OTHER PROFESSIONAL ADVICE, OR AS AN ENDORSEMENT OR SPONSORSHIP OF ANY COMPANY. YOU ARE RESPONSIBLE FOR CONSULTING TAX, LEGAL, OR FINANCIAL PROFESSIONALS BEFORE ACTING ON ANY INFORMATION PROVIDED BY SSI. THE PROGRAM, AND ANY PROGRAM CONTENT, TOOLS, PRODUCTS, OR SERVICES DISPLAYED, ACCESSED OR OBTAINED ON AS PART OF THE PROGRAM ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. 

B. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, REGARDING THE PROGRAM AND ANY PROGRAM FEATURES, SSI AND ITS TEAM MEMBERS DO NOT WARRANT AND EXPRESSLY DISCLAIM THAT: (1) YOUR ACCESS TO, OR USE OF, WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (2) ANY INFORMATION PROVIDED IS ERROR-FREE OR COMPLETE; (3) DEFECTS WILL BE CORRECTED; OR (4) ANY SOFTWARE, SERVICES, WEBSITES, OR SERVER(S) ON WHICH SERVICES ARE HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR ACCESS TO, AND USE OF THE PROGRAM, AND ANY PROGRAM FEATURES, IS ENTIRELY AT YOUR OWN RISK. Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to You.

30. Earnings Disclaimer. The testimonials, reviews, client results, and client earnings presented on SSI's websites and social media pages are those of previous or existing clients who purchased and used SSI information, products, or services. All testimonials and reviews are voluntary, unpaid, and no clients were provided with free products, services, or any benefits in exchange for their testimonial or review. The testimonials and reviews are presented verbatim except for grammatical and typing corrections, edits for clarity, edits to remove extraneous information, and edits to fit an allotted amount of space. The client results and earnings presented in testimonials and reviews are not typical, they represent the unique experiences of specific clients, and they are not representative of all clients. The results achieved by any person who purchases products or services from SSI will vary based on several factors including an individual’s background, business experience, capacity, and work ethic. All business involves some unknown risks that can reduce the results any individual experiences. SSI does not guarantee that any individual will experience identical or similar results to that of any client depicted. SSI is not liable for the success or failure of Your business whether in/directly related to the purchase of the Program, SSI information, products, or services.

31. Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), via any means of communication, 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. Your Confidential Information includes information submitted by You to enable SSI to provide the Program to You; Confidential Information of SSI includes all aspects of the Program, the terms and conditions in this Agreement, and any information SSI provides You regarding additional SSI services and products. Confidential Information of each party includes business and marketing plans, product plans and designs, and business processes disclosed by the party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

32. Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect its own confidential information of like kind, and will (a) not use any of the Disclosing Party’s Confidential Information for any purpose outside the scope in this Agreement; and (b) except as otherwise authorized by the Disclosing Party in writing, will limit access to the Disclosing Party’s Confidential Information to those employees, legal counsel, accountants, and contractors who need to know the Confidential Information, for purposes consistent with this Agreement, and who have confidentiality obligations at least as restrictive as than those herein. Notwithstanding the foregoing, SSI may disclose the terms in this Agreement to a third-party to the extent necessary to perform SSI's obligations under this Agreement and to exercise SSI's rights under this Agreement.

33. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to the Confidential Information.

34. Intellectual Property. All world-wide intellectual property, industrial property, and other proprietary rights, title, and interest in the Program, whether registered or unregistered, trademarks, patents, copyrights, and other intellectual property rights including but not limited to rights in graphics, logos, “look and feel,” trade dress, structure, organization, code, and all information in the Program and compilation thereof (excluding the intellectual property of any third-party), belong to SSI and are valuable trade secrets of SSI (“SSI Intellectual Property”). Nothing in this Agreement or in the Program grants You a license to any SSI Intellectual Property, whether by implication, estoppel, or otherwise. You should assume that everything You see or read in the Program is SSI Intellectual Property, unless otherwise noted, and may only be used with the express written permission of SSI. Your use of the Program is governed by and subject to all laws governing the use of SSI Intellectual Property and the intellectual property rights of others. If You violate any part of this section thirty-four (34), Your License automatically terminates, and SSI reserves the right to pursue all legal rights of action against You.

35. LIMITATION OF LIABILITY. IN NO EVENT WILL THE INDEMNIFIED PARTIES BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS OR INJURY OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, INCLUDING LOST PROFITS, BREACH OF SECURITY, DAMAGE TO YOUR DEVICE, LOST DATA, PERSONAL INJURY, PROPERTY DAMAGE, LOSSES ARISING OUT OF (A) YOUR USE OF OR RELIANCE ON THE PROGRAM, (B) YOUR INABILITY TO ACCESS OR USE THE PROGRAM ARISING OUT OF OR RELATING TO ANY INFORMATION CONTAINED ON THE PROGRAM; (C) STATEMENTS OR CONDUCT POSTED OR MADE PUBLICLY AVAILABLE AS PART OF THE PROGRAM; (D) ANY PRODUCT OR SERVICE PURCHASED OR OBTAINED AS PART OF THE PROGRAM (E) ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY INFORMATION AVAILABLE IN THE PROGRAM; (F) ANY DAMAGE CAUSED BY LOSS OF ACCESS TO, DELETION OF, FAILURE TO STORE, FAILURE TO BACK UP, OR ALTERATION OF ANY INFORMATION IN THE PROGRAM; OR (G) ANY OTHER MATTER RELATING TO THE PROGRAM, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF UPDATE, EVEN IF SSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER ANY CONTRACT, STRICT LIABILITY, OR OTHER LEGAL THEORY.

36. Maximum Liability. In the event the foregoing exclusion of liability is determined, in whole or in part, to be invalid or unenforceable, then the Indemnified Parties’ liability arising in connection with the Program, or under the terms of this Agreement whether in contract, tort (including negligence) or otherwise, will not exceed, under any circumstances, the greatest of: (a) the total amount paid for the product(s) giving rise to such dispute, or (b) the total amount paid for the Program during the Term. Any claim or cause of action arising under this Agreement (including performance or non-performance) must be brought within one (1) year after such claim or cause of action arose or be forever barred.

37. Exclusions. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to You. To the extent that SSI may not, as a matter of applicable law, disclaim any implied warranty or limit liabilities, the scope and duration of such warranty and the extent of SSI's liability will be the minimum permitted under such applicable law.

38. Indemnification. You agree to indemnify and hold the Indemnified Parties harmless from and against any and all claims, demands, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees and costs), arising out of or in connection with: (a) Your use of the Program; (b) Your breach or violation of any of this Agreement; or (c) Your violation of the rights of any third-party. SSI reserves the right to assume the exclusive defense and control of any matter subject to indemnification by You, which will not excuse Your indemnity obligations. In such event, You will provide the Indemnified Parties with such cooperation as is reasonably requested by the Indemnified Parties.

39. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

40. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

41. Assignment. SSI may assign its rights or delegate its performance under this Agreement so long as it continues to fulfill its obligations under this Agreement. You may not assign Your right or obligations under this Agreement by operation of law or otherwise. Any attempted assignment by You, is null and void.

42. Notice. All legal notices related to this Agreement must be in writing, addressed as set forth in this Agreement, and will be delivered (a) on the day of delivery if delivered via personal delivery, or (b) the second business day after mailing if delivered via a nationally recognized overnight delivery service, such as FedEx, UPS, or USPS. All legal notices to SSI must be sent to: Global Wealth Firm D/B/A The Strategic Scale Institute, ATTN: Legal Department, 1700 Northside Drive Suite A7 PMB 898, Atlanta, GA 30318 with a cc to [email protected]. All customer related notices should be sent to [email protected] and billing related notices should be sent to [email protected]. 

43. Governing Law, Venue, and Jurisdiction. This Agreement is governed by the laws of the State of Georgia, USA without regard to conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Except as otherwise provided in section forty-four (44), the state and federal courts located in the County of Fulton, State of Georgia will have exclusive jurisdiction of all disputes arising out of or related to this Agreement or Your use of the Program and You submit to the personal jurisdiction and venue of these courts. Notwithstanding the foregoing, SSI will be allowed to apply for equitable remedies (including injunctions) in any court with jurisdiction.

44. Binding Arbitration.

A. All disputes arising out of or related to this Agreement or Your use of the Program (each a “Claim”), will be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party will be final and binding on the other. The parties will submit the Claim to confidential binding arbitration before one arbitrator under the then current rules of the American Arbitration Association (“AAA”) and the terms of this Agreement. In the event of a conflict between the terms set forth in this section forty-four (44) and the AAA Rules, the terms in this section forty-four (44) will control and prevail. 

B. Except as otherwise set forth in this section forty-four (44), either party may seek any available remedies under federal, state, or local laws in an arbitration action. As part of the arbitration, both parties will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given, and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration will be governed by the AAA and determined by a court rather than an arbitrator. Except as otherwise provided in this Agreement, (a) the parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator, and (b) the arbitrator’s decision will be final and binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law. 

C. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction, and the arbitrator’s decision will be final and binding with limited rights of appeal. The arbitration will take place in the County of Fulton, State of Georgia, USA, unless the parties agree to video, phone, or internet connection appearances. Arbitration will be limited to the Claim between SSI and You individually. THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES OR FOR ANY CLAIM TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL ARBITRATION OR ACTION, AND NO ARBITRATION WILL BE JOINED WITH ANY OTHER ARBITRATION. This arbitration provision does not permit and explicitly prohibits the arbitration of consolidated, class, or representative disputes of any form.
D. The following Claims are not subject to the aforementioned provisions concerning negotiations and binding arbitration: (a) any Claim related to, or arising from, allegations of criminal acts and (b) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration. The party that initiates arbitration for a Claim, will need to pay the AAA arbitration initiation fee. All other fees and costs of the arbitration will be charged pursuant to the AAA Rules. If any of the prohibitions in the preceding paragraphs are held to be illegal or unenforceable as to a particular Claim, then only that portion of the Claim will be severed from the arbitration requirements and brought in court a of competent jurisdiction within the County of Fulton, GA, USA.

45. Waiver and Amendment. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Neither the course of conduct between the parties nor trade practice will act to modify any provision in this Agreement. No provision of this Agreement may be changed, waived, discharged, or terminated, except by a writing signed by both parties.

46. Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be unlawful, void, or unenforceable for any reason, the provision will be severed and the remainder of the section will be given full force and effect.

47. Entire Agreement. This Agreement contains the entire understanding between the parties with respect to the Program, and supersedes any and all prior or contemporaneous proposals, communications, agreements, negotiations, and representations, whether written or oral, related thereto. Titles and headings of sections in this Agreement are for convenience only and will not affect the construction of any provision in this Agreement.

48. Construction. No provision in this Agreement will be construed against either party as the drafter thereof. If any part in this Agreement is declared void, this Agreement will, to the maximum practicable extent, be construed without reference to that part. No term or provision of the Agreement will be waived unless in writing, and signed by both parties.

49. Counterparts. This Agreement may be signed in counterparts which, together, will constitute one and the same agreement. Delivery of the executed signature page in this Agreement by electronic means will be considered the equivalent of delivery of a manually executed counterpart.

EXHIBIT A

The Strategic Scale Institute Scale Ready Program

This Exhibit A is attached and fully incorporated into the Master Subscription Agreement (“Agreement”) that begins on the Effective Date, between SSI and You. Capitalized terms not defined in this Exhibit A are defined in the Agreement. In the event of a conflict among the terms and conditions of this Exhibit A and the Agreement, the terms and conditions of this Exhibit A will govern and control.

1. License. SSI grants You a License to the following Program: The Strategic Scale Institute Scale Ready Program during the Term.

2. Term. The Term begins on the Effective Date and runs consecutively for a period of six (6) months. Due to the consecutive nature of the Program, there will be NO PAUSES once the six (6) Term commences on the Effective Date. Upon expiration of the Term, access to the full Program will be terminated. You'll have lifetime access to the version of our "Strategic Scale Institute Scale Ready Program" curriculum that was available at the time of signing the attached agreement.

3. Benefits. Program benefits provided during the Term are listed below. 

A. Weekly Group Coaching Calls. Access to weekly group coaching calls, with qualified professionals (“Coach(es)”), on a variety of topics. The weekly group coaching calls will supply step-by-step methods that You can implement in Your business. You can ask questions, get feedback, and get assistance brainstorming the next steps You can implement to reach Your desired business goals. The Coach(es) will share detailed methods that they used to achieve success in business and marketing, and will provide actionable steps that You can choose to implement in Your business. 

B. Member Coaching Area. Unlimited access to proprietary step-by-step self-paced training modules that will explain how to attract clients in an automated way, and scale a business while working fifty percent (50%) less. Unlimited access includes all updates that SSI makes to the step-by-step self-paced training modules.

C. Marketing Campaign Review. Access to submit Your marketing campaigns (“Campaigns”) to a Coach who will review them and provide advice and feedback on how they suggest leveraging marketing investments. Coach feedback will be provided during weekly group coaching calls or via email.

D. Priority Support. Access to priority email and phone support (“Priority Support”) to answer questions and address concerns that You may have. SSI aims to respond to all Priority Support requests within forty-eight (48) business hours.

E. Resources. Access to SSI provided recommendations for business and marketing services and resources, both internal and external to the Program (“Resources”). Resources may be provided via links in the Member Coaching Area and during weekly group coaching calls. 

F. Private Online Community. Unlimited access to a private online group where You can interact, connect, mastermind, and network with other SSI clients.

G. Client Only Bootcamps. Admission to one (1), in person, two (2) day Event (“Client Only Bootcamp”). The Client Only Bootcamp will be an intensive workshop where You will have the opportunity to work with Coaches to continue to advance Your business to and/or across the $100,000 mark, while working up to fifty percent (50%) less. Upon payment of an additional per person fee, You may bring one (1) guest to the Client Only Bootcamp.

4. Program Fee & Payment Plan. The Program Fee is $12,500.00. THE PROGRAM FEE IS PAYABLE IN ACCORDANCE WITH SECTIONS SIX (6) THROUGH THIRTEEN (13) OF THE AGREEMENT. Subject to sections six (6) through thirteen (13) of the Agreement, Your Payment Plan is as follows: $2,500.00 is due on the Effective Date, and the remaining balance of $10,000.00 is due in 48 (forty-eight) hours after the Effective Date. CAU does not charge a prepayment penalty.
or
The Program Fee is $15,000.00. THE PROGRAM FEE IS PAYABLE IN ACCORDANCE WITH SECTIONS SIX (6) THROUGH THIRTEEN (13) OF THE AGREEMENT. Subject to sections six (6) through thirteen (13) of the Agreement, Your Payment Plan is as follows: $2,500.00 is due on the Effective Date, and the remaining balance is due in five (5) installments of $2,500.00, every thirty (30) calendar days after the Effective Date. CAU does not charge a prepayment penalty.

Card to keep on file for remaining payments:

IN WITNESS WHEREOF, with intent to be legally bound, the parties have caused this Agreement to be signed by their respective duly authorized representatives as if the Effective Date.

Signatures

BY SIGNING BELOW, YOU AFFIRM THAT YOU HAVE READ, UNDERSTOOD, AGREE, AND WILL COMPLY WITH ​ALL ​THE TERMS OF THIS AGREEMENT INCLUDING BUT NOT LIMITED TO THE NON-CANCELLABLE NON-REFUNDABLE PROGRAM FEE.

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Signed by Marquel Russell
Signed On: June 27, 2024


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Document name: The Strategic Scale Institute Scale Ready Agreement (6 Months)
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June 26, 2024 3:41 pm ESTThe Strategic Scale Institute Scale Ready Agreement (6 Months) Uploaded by Marquel Russell - [email protected] IP 41.71.120.150
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