Effective July 23, 2022

THIS AGREEMENT (the “Agreement”), is entered into between Think Deeply, Write Clearly, LLC (“The Company”), with a mailing address of One World Trade Center, 85th Floor, New York City, NY 10007, and; Client (the individual who agrees to these terms with purchase). 

The Client and The Company agree as follows:

1. The Services.

The Company will provide Think Deeply, Write Clearly's (TDWC) Thinking For Writing digital course,  as described on this page (https://think-deeply-write-clearly.mykajabi.com/offers/dgN2LL6o); and inclusive of any changes that may be made to this course over time. 

Client agrees that to fully implement the material listed here, Client will  log into the host site at least weekly.  Client agrees that greater participation will enhance Client's outcomes, although no specific outcome is being promised by Company. 

1. Compensation and Payment.
2. The Client agrees the membership fee for services is $99 every 3 months after a 7 day Trial. 
3. Renewals will be charged as described in these terms.  Client and Company agree all payments are final and non refundable.
4. Client agrees that Company will accept payment for these services whether or not Client makes full, or any, use of the services provided.
5. Term. This contract is in effect until cancelled by either party. If a subscription is cancelled by the company mid-term, the prorated portion of the subscription will be returned to the Client.
6. If Client chooses to cancel agreement Client may do so at any time.  To cancel in the trial period that cancellation must come at least 1 full calendar day before the first payment (day 7) and be requested by email at [email protected] Client agrees that if a request to cancel agreement is made within 2 calendar days of any subsequent renewal, Client will have their services canceled at the end of the next renewal period, and the payment for the next renewal period will be due, and will be Client's final payment. 
7. Any training material shared by the Company with the Client remains the property of the Company, and the Company shall retain the creative rights to all original materials, data and similar items, produced by The Company hereunder in connection with the Services under this agreement.
8. Proprietary Information and Use of Materials.
9. Except as provided elsewhere in this Agreement, all information disclosed by one Party to the other Party, shall be deemed to be confidential and proprietary (“Proprietary Information”). Such Proprietary Information includes, without limitation, information regarding marketing, sales programs, sales volume, sales conversion rates, sales methods and processes, sales proposals, products, services, vendors, customer lists, training manuals, sales scripts, telemarketing scripts, names of investors, customer information, operating procedures, pricing policies, strategic plans, intellectual property, information about a Party’s employees and other confidential or Proprietary Information belonging to or related to a Party’s affairs. The receiving Party acknowledges and agrees that in any proceeding to enforce this Agreement it will be presumed that the Proprietary Information constitutes protectable trade secrets, and that the receiving Party will bear the burden of proving that any portion of the Proprietary Information was publicly or rightfully known and disclosed by the receiving Party. The Parties, their employees, subsidiaries, affiliates, agents, and assigns agree to hold all Proprietary Information, regardless of when or how disclosed, in strict confidence and with not less than the same degree of care that they provide for their own confidential and proprietary information. The Parties warrant and represent that the degree of care contemplated herein is adequate and the Parties will take any and all steps reasonably necessary to preserve such Proprietary Information.

A.1. Client agrees that all material in the online course, and disclosed to the Client by the Company in all calls, is the intellectual property of the Company, and that the Client may learn from it, but not teach or share this material without express written consent from the Company.  The client furthermore agrees not to share passwords, or any other login material, without express written consent from the Company.  The Client agrees not to screen record any digital material or share digital material, including discussions on feedback and observation forums made my Company or any of Company's clients.  Any infringement on this is a breach of contract, for which the Company is entitled to significant damages, including appropriate legal fees.

1. Nothing in this Agreement shall prohibit or limit the receiving Party’s use of information that can be demonstrated as: (a) previously known to the receiving Party, (b) independently developed by the receiving Party, (c) acquired from a third party not under similar nondisclosure obligations to the disclosing Party, or (d) acquired through the public domain through no breach by the receiving Party of this Agreement.
2. The monies exchanged for any services are non refundable.  

1. Portfolio Release. Company will ask Client’s permission to use the right to use materials created pursuant to this Agreement for The Company’s portfolio, samples, self-promotion including advertising for The Company’s business including without limitation Facebook or Instagram, or any other social media platform. The Company will not use any material without written consent from the Client (email consent is sufficient).
2. Remedies. The Parties acknowledge that the Proprietary Information exchanged is valuable and unique and that disclosure in breach of this Agreement will result in irreparable injury to the adversely affected Party, for which monetary damages, on their own, would be inadequate. Accordingly, the Parties agree the adversely affected Party shall have the right to seek an immediate injunction enjoining any such breach or threatened breach of the Agreement.
3. Additional Services. All services outside the scope of this Agreement that are requested by the Client and which The Company agrees to perform will be billed at a rate of $500 per hour, or at a rate to be agreed to in another scope of work.

Any work outside of this agreed to scope of work must be approved in writing (email is sufficient), although The Company may not necessarily be able to inform Client in advance of the total cost of such additional services. Client will also be given opportunity to purchase additional services at package rates.

8. Limitation of Liability. The Company shall not be liable for any incidental, consequential, indirect or special damages, or for any loss of profits or business interruptions caused or alleged to have been caused by the performance or nonperformance of the Services. Client agrees that, in the event The Company is determined to be liable for any such loss, Client's sole remedy against The Company is limited to a refund of payments made by Client for said Services, less expenses paid to subcontractors or to third parties. The Company is not responsible for errors which result from faulty or incomplete information supplied to The Company by Client. Client also agrees to not seek damages in excess of the contractually agreed upon limitations directly or indirectly through suits by or against other parties. The Company shall not be liable to Client for any costs, damages or delays due to causes beyond its control, expressly including without limitation, unknown site characteristics, changes in policies, changes in terms of services.
9. Handling of Disputes. The Parties agree that any dispute regarding this Agreement, and any claim made by Client for return of monies paid to The Company, shall be handled in accordance with applicable State and Federal laws. Any effort to collect non-payment or late-payment of monies owed to the Company will be considered work, and will be billed at an hourly rate of $500 per hour for all hours spent on recouping late or non-payment. The Company will provide Client with an itemization of hours spent within a reasonable time upon the request of the Client and payment will be expected in full within 30 days from the date such itemization is provided. If Client does not pay for such hourly work upon The Company’s demand and within 30 days, The Company reserves the right to initiate an action in court for breach of contract.
10. No Guarantee. The Company does not warrant or guarantee any specific level of performance or results. Example of results obtained for other clients of The Company may be used as a marketing tool and shown to Client for demonstrative purposes only and should not be construed by Client as indicating any promised results or level of results.
11. Communications. Client agrees the communication is to be via email primarily, and the email address to use is [email protected].
12. Entire Agreement. This Agreement is the final, complete and exclusive Agreement of the Parties. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each of the Parties.
13. Severability. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, the remaining provisions of this Agreement shall remain in full force and effect.
14. Headings. The headings used in this Agreement are for convenience only and shall not be used to limit or construe the contents of this Agreement.
15. Interpretation and Enforcement. The parties understand and agree that the construction and interpretation of this Agreement is governed by the laws of the State of New Jersey. The Parties agree that any dispute regarding this contract, or the responsibilities assume thereunder, will be submitted to non-binding arbitration.