PLEASE READ THESE TERMS OF SERVICE AGREEMENT (“TSA”) CAREFULLY, IT IS A CONTRACT BETWEEN YOU (THE “MEMBER”) AND CORE 7 REFERRAL SYSTEM, LLC (“SERVICE PROVIDER”). BY USING THE SERVICES PROVIDED, YOU ARE AGREEING TO THESE TERMS.
WHEREAS, Member and Service Provider desire to enter into this TSA to set forth the terms and conditions of the Order for Services that Member has completed on Service Provider’s website.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
These terms (“Terms”) cover the use of those products, websites, and services listed offered by Service Provider including the Core7 Referral System (the “Services”). You accept these Terms by creating an account with Service Provider or its affiliates, through your use of the Services, or by continuing to use the Services after being notified of a change to these Terms.
1. Services and Cooperation.
1.1 Service Provider advises and instructs members in creating structured mastermind groups to generate business referrals. All Services performed by Service Provider shall be rendered in accordance with the Order for Services.
Member shall make reasonable efforts to cooperate and assist Service Provider in the performance of its obligations included in this TSA and any Order for Services.
1.2 Code of Conduct. By agreeing to this TSA, the Member is agreeing that, when using the Services, the Member shall follow these rules:
Enforcement. If Member violates these rules, in Service Provider’s discretion, Service Provider may stop providing Services to the Member and may disable Member’s account. Service Provider cannot monitor the entire Services and make no attempt to do so.
2. Change in Services.
2.1 Member may change the Service Package level during the TSA term by notifying the Service Provider’s Customer Support. This TSA will apply to all changes to existing Order for Services and to any additional Order for Services. A Change in Services will not begin until Service Provider has confirmed the Change in Services has been authorized. Use of Services provided for in a changed Order for Services shall be Member’s authorization. Billing for a Change in Services shall apply upon such change and shall be prorated to the extent feasible.
2.2 Service Provider strives to keep the Services up and running; however, all online services suffer occasional disruptions and outages. Service Provider is not liable for any disruption or loss Member may suffer as a result of disruptions and outages. In the event of an outage, Member may not be able to access Services including information and materials.
2.3 Member shall contact Customer Support at:
Name: Mark Maiocca
Email: [email protected]
3. Payment of Fees and Expenses.
3.1 All Services performed by Service Provider shall be rendered in accordance with the written schedule of services and fees set forth in the Order for Services. When Member orders a service Member has an opportunity to review and accept the fees that will be charged. Prices, availability, and other purchase terms are subject to change. Service Provider reserves the right without prior notice to discontinue or change specifications and prices on services offered on and outside of the Service Provider’s website without incurring any obligation to you. All fees may be subject to taxes.
Member is responsible for providing true, accurate, current, and complete information when ordering services through the Service Provider’s website or otherwise. If Member uses the Service Provider’s website or other means to purchase a service, payment must be received prior to acceptance of an order. Service Provider may need to verify information you provide before Service Provider accepts your order, and may cancel or limit your order any time after it has been placed.
3.2 Credit Card and Electronic Billing:
4.1 “Member Confidential Information” as used herein means all information, regardless of the form in which it is communicated or maintained (whether prepared by Member or otherwise) that contains or otherwise reflects information concerning Member that is provided by or on behalf of Member, either directly or indirectly, in the course of any Services performed hereunder that is confidential and proprietary to Members, including but not limited to information relating to data, methods of manufacture, trade secrets, business plans, customers, vendors, finances, and personnel data. “Member Confidential Information” does not include any information that (a) becomes generally available to the public other than as result of a disclosure by Service Provider or any of its Representatives, (b) is subsequently lawfully disclosed to Service Provider by a third party other than by any means in violation of this TSA or any other duty owed to Member, (c) was rightfully in Service Provider’s possession free of any obligation of confidence at the time of disclosure to Service Provider, or (d) was or is independently developed by Service Provider, without any use of Member Confidential Information as shown by documentation or other competent evidence in the Service Provider’s possession.
4.2 Service Provider acknowledges that during the Term of this TSA it and its Representatives will acquire Member Confidential Information as a result of Services performed under this TSA and any Order for Services. As used in this TSA “Representatives” shall mean the employees and permitted agents, consultants and permitted subcontractors of Service Provider. Service Provider shall have a written agreement with each of its Representatives that will be exposed to Member Confidential Information requiring them to comply with Services Provider’s obligations under this Section 4.
4.3 Service Provider agrees to maintain the confidentiality of the Member Confidential Information and shall not, directly or indirectly, reveal, publish or otherwise disclose or permit anyone else to reveal, publish, or otherwise disclose the Member Confidential Information to any third party without the prior written consent of Member. Member Confidential Information shall be used by the Service Provider and its Representatives solely for the purposes of performing Service Provider's obligations under this TSA and any Order for Services. This obligation of non-disclosure and non-use shall survive the termination of this TSA and shall remain in full force and effect until the Member Confidential Information is disclosed publicly by Member. Service Provider shall thereafter be relieved of its non-disclosure obligation with respect thereto, but only to the extent of such public disclosure by Member.
4.4 All Member Confidential Information shall remain the property of Member, and no license or other rights to the Member Confidential Information, or any intellectual property rights therein, is granted or implied herein.
4.5 In the event that Service Provider or any of its Representatives (a) is requested or required (by applicable law, regulation, legal process, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigation demand or other similar process) to disclose any of the Member Confidential Information, or (b) is required to disclose any of the Member Confidential Information in order to establish its rights under this TSA, Service Provider shall immediately notify Member of any such request or requirement so that Member may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this TSA. If, in the absence of a protective order, other remedy or waiver by Member, Service Provider or any of its Representatives is nonetheless, in the opinion of Service Provider’s legal counsel, legally compelled to disclose Member Confidential Information, Service Provider or its Representative may, without liability hereunder, disclose only that portion of the Member Confidential Information that is legally required to be disclosed. Service Provider shall exercise its best efforts to preserve the confidentiality of the Member Confidential Information, including without limitation by cooperating with Member (at Member’s expense) to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Member Confidential Information to the fullest possible extent.
5. Ownership and Inventions.
Unless otherwise indicated, all website materials, including, without limitation, the Service Provider logo, all designs, text, graphics, other files, and the selection and arrangement thereof are the proprietary and copyrighted property of Service Provider or its licensors. Member may electronically copy and print to hard copy portions of this website for the sole purpose of using materials it contains for Member’s Core 7 Mastermind Group. Any other use of the materials in Service Provider’s website—including any commercial use, reproduction for purposes other than described above, modification, distribution, republication, display or performance—without the prior written permission of Service Provider is strictly prohibited.
Service Provider’s services, products, and any proprietary product or service names contained in this website or as otherwise provided to Member may not be copied, imitated or used, in whole or in part, without the prior written permission of Service Provider. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of Service Provider, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Service Provider. All other trademarks, registered trademarks, product names and company names or logos mentioned herein are the property of their respective owners.
6. License Grant.
Except as otherwise specifically set forth below, upon payment of the applicable fee and upon the performance of all obligations herein by Member, Service Provider grants Member and Member accepts the non-exclusive, non-transferable right to use the Service Provider’s Core 7 Mastermind Group referral system (“Product”) for use by only one person at a time as part of Member’s use of the Services.. Member may not: permit other individuals to use the Product other than approved professionals of the Member’s Core 7 Mastermind Group; permit concurrent use of the Product in other referral groups; modify, or create derivative works based on the Product; or transfer rights to the Product.
Member shall be responsible for recruiting professionals for the Member’s Core 7 Mastermind Group. The Member shall only create one Core 7 Mastermind Group in the zip code or zip codes as identified in each Order for Services. The Member shall not recruit Core7 Mastermind Group members from outside of the allocated zip code or zip codes.
Member acknowledges and agrees that the Product is owned by Service Provider or its third-party suppliers. Member’s license confers no title or ownership in the Product and is not a sale of any rights in the Product. All ownership rights remain in Service Provider or its third-party suppliers, as the case may be. Access to the Product may include third-party code. Any third-party scripts or code, linked to or referenced from the Product, are licensed to Member by the third parties that own such code, not by Service Provider.
Member agrees that its use of the Product will be in a manner consistent with this Agreement and with all applicable laws and regulations, including without limitation, copyright, trademark, and laws prohibiting threatening, harassing, or other offensive information or messages; agrees to impose such condition on its Core 7 Mastermind Group members; and agrees to cooperate with Service Provider in any action reasonably needed to enforce such restrictions.
The Product is licensed, not sold, and Service Provider reserves all rights to the Product not expressly granted by Service Provider, whether by implication, estoppel, or otherwise. This license does not give Member any right to, and Member may not:
7. Independent Contractor Relationship. For the purposes of this TSA and any Order for Services, it is agreed that the parties hereto shall be independent contractors and nothing contained in this TSA or any Order for Services shall be construed to place them (or their Representatives) in the relationship of partners, principal and agent, employer/employee or joint venturers. Service Provider has no authority to bind Member except as expressly stated in an Order for Services.
8. Compliance with Laws;
8.1 Service Provider and its Representatives shall comply fully with all applicable federal, state and local laws, rules and regulations.
8.2 Service Provider may suspend or cancel Services for any use of Services by Member that violates all applicable federal, state, and local laws, rules and regulations.
9. Other Party’s Name. Neither party will use the other party's name or artwork (for example, logo) in connection with any publication or promotional activity without the other party's prior written consent.
10. Limitation of Liability. Neither party, nor their affiliates, nor any of their respective directors, officers, employees or agents shall have any liability for any special, incidental, indirect or consequential damages of any kind, including, but not limited to the loss of opportunity, loss of use, or loss of revenue or profit, in connection with or arising out of this TSA or any Order for Services, whether such claim is based on contract, tort or otherwise. Notwithstanding the foregoing, the limitations in this Section 10 shall not apply to claims arising from (i) breach of Sections 4 (Confidentiality) or 5 (Ownership and Inventions) or (ii) Section 11 (Indemnification).
11.1 Mutual Indemnification. Each party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other party (the "Indemnified Party"), its employees, agents, officers, directors, trustees, affiliated entities and representatives from and against any and all third-party claims, suits, actions, legal proceedings and related costs and expenses, all damages, costs, penalties and expenses, including reasonable attorneys' fees, arising out of or connected with the performance of obligations under this TSA, which may be sustained or incurred by the Indemnified Party as a result of (i) the Indemnifying Party's negligent act or willful misconduct or material failure to perform its duties pursuant to this TSA; (ii) the Indemnifying Party's breach of a material term or condition of this TSA, or (iii) the Indemnifying Party's violation of federal, state or local statutes, laws or regulations.
12. Term and Termination.
12.1 This TSA shall commence on the Order for Services Date and shall remain in effect until terminated in accordance with the provisions hereof.
12.2 This TSA may be terminated by Member for any reason, at any time during the Term of this TSA upon ten (10) business days' written notice to the Service Provider’s Customer Support. Termination by the Member under this paragraph shall not result in a refund. This TSA may be terminated by Service Provider at any time during the Term of this TSA on ten (10) business days' written notice to Member.
12.3 This TSA may be terminated by either party for material breach thereof on thirty (30) days' written notice to the breaching party specifying the nature of the breach, provided that such breach has not been substantially cured within such thirty (30)-day period after the receipt of such written notice. A separate written notice of termination, identifying the specific Order for Services, must be given if the non-breaching party elects, in its sole discretion, to terminate the Order(s) for Service if the breach(es) has/have not been cured within the thirty (30) day period.
12.4 In the event that completion of the Services to be provided under any Order for Services extends beyond the termination of this TSA, the terms and conditions of this TSA shall remain in full force and effect with respect thereto until such Services are completed or such Order for Services is itself terminated in accordance with this Section 12, but no further Order for Services may be entered into under the TSA after the termination thereof.
12.5 Upon receipt of a termination notice, Service Provider shall cease performing any work not necessary for the orderly close out of the affected Project or for the fulfillment of regulatory requirements. Member shall pay Service Provider for all Services performed in accordance with the terms of the applicable Order(s) for Services hereunder prior to the date of the termination notice, and shall reimburse Service Provider for all reasonable costs and expenses that cannot be cancelled and for which Service Provider is obligated to pay third parties in performing the Services under the TSA or any Order for Services. Member shall pay all actual costs, including time spent by Service Provider personnel (which shall be billed at Service Provider’s rates referenced in the relevant Order for Services(s)), reasonably and necessarily incurred to complete activities associated with the termination and close out of affected Projects, including the fulfillment of any regulatory requirements.
12.6 Service Provider may change the terms of the TSA at any time, and Service Provider shall notify Member within a reasonable period of such a change. Using the Services after the changes become effective means Member agrees to the new terms. If Member does not agree to the new terms, Member must stop using the Services, and close Member’s account.
13. Notices. Any notice required or permitted to be given hereunder by either party hereunder shall be in writing and shall be deemed given on the date received if delivered to the person set forth above in Section 2.2.
14. Assignment. Neither party may assign any of its rights or obligations under this TSA to any third party without the prior written consent of the other party. Notwithstanding the foregoing, Member may transfer or assign its rights and obligations under this TSA to a successor to all or substantially all of its business or assets pertaining to the subject matter of this TSA whether by sale, merger, operation of law or otherwise. This TSA shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
15. Governing Law. This TSA shall be construed, governed, and interpreted in accordance with the laws of the Commonwealth of Massachusetts without reference to its (or any other jurisdiction’s) conflicts of laws principles. Jurisdiction and venue for any dispute that cannot be resolved amicably by the parties after good faith negotiation shall be in the Federal or State courts (as the case may be) in the County of Suffolk, Commonwealth of Massachusetts shall be construed, governed, and interpreted in accordance with the laws of the Commonwealth of Massachusetts without reference to its (or any other jurisdiction’s) conflicts of laws principles. Jurisdiction and venue for any dispute that cannot be resolved amicably by the parties after good faith negotiation shall be in the State courts in the County of Suffolk, Commonwealth of Massachusetts or federal court in the District of Massachusetts (as the case may be) except that the Federal Arbitration Act governs all provisions relating to arbitration. Member and Service Provider irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in Middlesex County, Massachusetts, for all disputes arising out of or relating to these Terms or the Services that are heard in court (excluding arbitration).
LIMITATION ON AND EXCLUSION OF REMEDIES AND DAMAGES. If Member has any basis for recovering damages, Member can recover from Service Provider only direct damages up to the amount Member paid for the Service, Product or $1.00, whichever is greater. In the case of a Service or Product which is billed on a recurring basis, recover in the foregoing sentence shall be limited to the amount billed in one billing period. Member will not, and waives any right to, seek to recover any other damages, including lost profits and consequential, special, direct, indirect, or incidental damages, from the Service Provider.
Limitation of Liability. If Member has any basis for recovering damages (including breach of these Terms), Member agrees that Member’s exclusive remedy is to recover, from Service Provider direct damages up to an amount equal to your Services fee for the period during which the loss or breach occurred (or up to $10.00 if the Services are free). Member cannot recover any other damages or losses, including direct, consequential, lost profits, special, indirect, incidental, or punitive. These limitations and exclusions apply even if this remedy does not fully compensate Member for any losses or fails of its essential purpose or if Service Provider knew or should have known about the possibility of the damages. To the maximum extent permitted by law, these limitations and exclusions apply to anything or any claims related to these Terms, the Services, or the Product related to the Services. This limitation applies to claims for breach of contract, warranty, guarantee or condition; strict liability, negligence, or other tort; violation of a statute or regulation; unjust enrichment; or under any other theory; all to the extent permitted by applicable law.
Binding Arbitration and Class Action Waiver. Member and Service Provider agree to try for 60 days to resolve all disputes informally observing mutual covenants of good faith and fair dealing. If Service Provider and Member cannot resolve a dispute informally, Service Provider and Member agree to binding individual arbitration before the American Arbitration Association ("AAA") under the Federal Arbitration Act ("FAA"), and not to sue in court in front of a judge or jury. Instead, a neutral arbitrator will decide and the arbitrator’s decision will be final except for a limited right of review under the FAA. Class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity are strictly prohibited. Combining individual proceedings without the consent of all parties is strictly prohibited. The term "dispute" is as broad as it can be. It includes any claim or controversy between you and us concerning the Services, the Product related to the Services, the Services’ or Product’s price, Member’s account, advertising, marketing, communications, Member’s purchase transaction, billing, or these Terms, under any legal theory including contract, warranty, tort, statute, or regulation, except disputes relating to the enforcement or validity of your, your licensors’, our, or our licensors’ intellectual property rights.
Mail a Notice of Dispute First. If Member believes there is a dispute and Service Provider’s customer service representatives cannot resolve it, Member shall send a Notice of Dispute by U.S. Mail to: Core7 Referral System, LLC, ATTN: Dispute Resolution, 66 Concord Street, Suite M, Wilmington, MA 01887. Notice must include the Member’s name, address, how to contact the Member, what the basis for the alleged dispute is, and what Member is seeking. Service Provider shall do the same if Service Provider determines it has a dispute with Member. After 60 days, Member or Service Provider may start an arbitration as set forth herein if the dispute is unresolved.
Arbitration Procedure. The AAA will conduct any arbitration under its Commercial Arbitration Rules (or if Member is an individual and use the Services for personal or household use, or if the value of the dispute is $75,000 or less whether or not Member is an individual or how Member uses the Services, its Consumer Arbitration Rules). In a dispute involving $25,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. Any in-person hearing will take place in Middlesex County, Massachusetts. Under AAA Rules, the arbitrator rules on his or her own jurisdiction, including the arbitrability of any claim. A court has exclusive authority to enforce the prohibition on arbitration on a class-wide basis or in a representative capacity. The party initiating arbitration shall pay the cost of all filing fees and pay the AAA’s and arbitrator’s fees and expenses. For disputes involving more than $75,000, the AAA rules will govern payment of filing fees and the AAA’s and arbitrator’s fees and expenses. These Terms govern to the extent they conflict with the AAA’s Commercial Arbitration Rules or Consumer Arbitration Rules. Member and Service Provider must file in arbitration any claim or dispute within one year from when it first could be filed or within one year of discovering of the basis for such a dispute, whichever is later. Filing a dispute in arbitration after such time is permanently barred.
16.1 Service Provider represents and warrants:
16.2 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, CREATED BY THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
DISCLAIMER OF WARRANTY. The Services and Product is licensed "as is," "with all faults," and "as available." Member bears the entire risk as to its quality, safety, comfort, and performance. Should it prove defective, Member assumes the entire cost of all necessary servicing or repair. Service Providers, gives no express warranties, guarantees, or conditions in relation to the Services and Products. To the maximum extent permitted by law, Service Provider excludes any implied warranties or conditions, including those of merchantability, fitness for a particular purpose, safety, comfort, and non-infringement.
17.1 Force Majeure and Delays. In the event either party shall be delayed or hindered in or prevented from the performance of any act required hereunder by reasons of strike, lockouts, labor troubles, inability to procure materials, failure of power or restrictive government or judicial orders, or decrees, riots, insurrection, war, terrorism, Acts of God, inclement weather or other similar reason or cause beyond that party’s control, then performance of such act (except for the payment of money owed unless that is affected by an act of force majeure) shall be excused for the period of such delay; provided, however, if such delay continues for thirty (30) days, either party shall have the right, but not the obligation, to terminate the effected Order(s) for Services without penalty.
17.2 Injunctive Relief. Member agrees that a breach or threatened breach of any of the covenants contained herein will result in irreparable and continuing damage to Service Provider for which there may be no adequate remedy at law. Accordingly, Member agrees that Service Provider shall be entitled to injunctive relief and/or a decree for specific performance, (without need to post a bond or other security), in addition to all such other relief as may be proper (including monetary damages if appropriate) at law or in equity.
17.3 Amendment; Waiver. This TSA shall not be amended except in an instrument in writing signed on behalf of each of the parties hereto. No waiver of this TSA shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this TSA shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
17.4 Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force.
17.5 Survival. Sections 4, 5, 9, 10, 16 and this Section 17 shall survive the expiration or earlier termination hereof and shall remain in full force and effect.
17.6 Entire Agreement. This TSA contains the entire understandings of the parties with respect to the subject matter hereof and supersedes all previous agreements (oral and written), commitments, discussions, negotiations, representations and writings between the parties pertaining thereto.
17.7 Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. The parties further waive any right to challenge the admissibility or authenticity of this document in a court of law based solely on the absence of an original signature.
17.8 Interpretation. Each party hereto has reviewed, and has had an adequate opportunity to have its attorney review, this TSA. Any controversy over construction of this TSA shall be decided without regard to events of authorship or negotiation.
17.9 Copyright and trademark notices.The Services are copyright © 2019 Core7 Referral System, LLC and/or its suppliers, 66 Concord Street, Suite M, Wilmington, MA 01887. All rights reserved. Core7 Referral System, LLC and the names, logos, and icons of all products and services may be either trademarks or registered trademarks of the Core7 Referral System, LLC or its affiliates in the United States and/or other countries. The names of actual companies and products may be the trademarks of their respective owners. Any rights not expressly granted in the TSA are reserved. All rights reserved.
17.10 Financial notice.Service Provider is not a broker/dealer or registered investment advisor under United States federal securities law or securities laws of other jurisdictions and does not advise individuals as to the advisability of investing in, purchasing, or selling securities or other financial products or services. Nothing contained in the Services is an offer or solicitation to buy or sell any security. Core7 Referral System, LLC does not endorse or recommend any particular financial products or services. Nothing in the Services is intended to be professional advice, including without limitation, investment or tax advice.
Service Provider’s Services and Products are not a “get rich quick scheme”. Service Provider’s Services and Products are intended to help Member develop a referral network of like-minded professionals. Service Provider’s Services and Products may take substantial effort to understand and apply, like any other educational process. Service Provider does not warranty nor guaranty success using its Services or Products, information, tools or strategies. Service Provider’s Service’s and Products are for educational and informational purposes only. Nothing contained within this TSA, Service Provider’s websites, or any of Service Provider’s content or curriculum shall be construed as a warranty, promise or guarantee of results or future earnings, and Service Provider does not and will not offer any legal, medical, tax or other professional advice. All figures and situations referenced by Service Provider are illustrative of concepts only and should not be considered average earnings, exact earnings, or promises for actual or future performance. Entrepreneurial behavior, including building a referral group, carries inherent risk. Member should exercise caution and should consult their accountant, lawyer or professional advisor before employing the strategies and methods described in the Services or Products.
Last Updated: September 12, 2019