EXHIBIT 1
RJ MAVEN PROGRAM AGREEMENT
Terms and Conditions
I. TERMINATION OF SERVICES AND REMEDIES
A. Prior to Renewal. Either Party may terminate services under this agreement upon 30 days’ written Notice prior to the start of each Renewal (the “Termination Period”). If Client does not cancel Service within the Termination Period as set forth above, RJ Maven is deemed to have earned the Program Fee set forth in Section IV of the Agreement for the next 30-day period, whether Client uses RJ Maven’s services or not.
B. Termination for Breach. RJ Maven, in addition to any other rights set forth in the Agreement or at law or equity, has the right to immediately terminate it Services under this Agreement by giving written Notice to the Client, email notice being sufficient, upon the occurrence of the following events with respect to the Client:
1. As defined and set forth in the Agreement;
2. Failure to make payment when due;
3. The filing for relief under Chapter 7 of the United States Bankruptcy Code, whether voluntary or involuntary, or the appointment of a receiver for the other party where the bankruptcy or receivership is not dismissed within 30 days of filing;
4. A material breach of the Agreement by the Client;
5. Any breach of the confidentiality provisions;
6. If in RJ Maven’s sole and absolute discretion Client becomes disruptive or difficult to work with, fails to follow Program guidelines, impairs the participation of Program instructors, or impedes the participation of other Clients at any group event and this conduct has not ceased after one written warning and 14-day cure period;
7. If Client is unwilling or unable to participate in the RJ Maven’s exercises, assignments, or sessions.
8. If Client defaults other than as set forth in the above Sections and this default is not cured within 5 business days of notice of the default and the action needed to bring Client into compliance. Notice will be provided by mail and email to the address listed in this Agreement.
B. Termination of RJ Maven’s obligations does not terminate Client’s obligations. If Client’s participating in the Program is suspended, limited or terminated, for any reason, Client will not recoup payments made to RJ Maven and will remain liable to RJ Maven for all remaining fees. Client will not argue that RJ Maven’s limitation, suspension, or termination of services was a breach of this Agreement and will not use RJ Maven’s actions in limiting, suspending or terminating its services as a defense to any action to collect the Program Fee, or any portion of the Program Fee.
C. Payments. Immediately upon termination of Services or the Agreement, Client will pay all amounts outstanding to RJ Maven. If RJ Maven cancels this Services for reasons other than non-payment during the Termination Period, Client will not be billed the Program Fee for the next Renewal.
II. CONFIDENTIALITY. All aspects of the Program, and the documents utilized as part of the Program are confidential, unless the release of information is otherwise authorized or requested by you or required by law. Client will receive materials from RJ Maven which are proprietary, may be copyrighted and were developed specifically for the Program. Client will not share these documents without RJ Maven’s prior written consent. Any disclosure of Confidential Information to a third-party is strictly prohibited.
A. Confidentiality and Nondisclosure.
1. Client will keep strictly confidential the Confidential Information introduced or revealed to Client. The Confidential Information, or any part of it, will remain confidential until that the information becomes commonly known through actions other than those of Client or any other’s breach of a duty of confidential.
2. Client will not infringe upon any Customer’s or the RJ Maven’s copyrights, trademarks, Confidential Information, Trade Secrets or other Intellectual Property.
3. Any Confidential Information shared by a Disclosing Party belongs solely and exclusively to the Disclosing Party.
4. Other than the Confidential Information created by or for the Client as part of the Program, Client will not use any Confidential Information for its monetary gain.
5. Client will not disclose RJ Maven’s or third-party Confidential Information to any other person or use it in any manner other than as set forth in this Agreement or agreed to in writing prior to its disclosure by the Disclosing Party. Confidential Information created for or by the Client as part of the Program will not be used to compete with RJ Maven.
6. Client will not plagiarize, sell or provide to third parties RJ Maven’s skills, strategies and solutions provided to Client. These systems were established for the RJ Maven and its other companies, and are subject to copyright, Trade Secret or other protection under the law.
7. Client will not violate the restrictions in this Section II if Client discloses information otherwise protected under Section II upon the lawful serving of notice, from any lawful agency of the United States of America, or the lawful agency of any Government, which may have lawful jurisdiction, as long as Client notifies the Disclosing Party immediately upon receipt of the subpoena or other legal process, unless this notice to the Disclosing Party is otherwise lawfully prohibited in which case, Client may disclose the requested information to the lawful agency requesting without notice to the Disclosing Party.
B. Reformation. In the event any provision of this Section II is found or ruled to violate any provision of applicable law for any reason, the Court or arbitrator will reform or revise the provision to give effect to the intent of the parties to the extent allowable under current law. The revised provision will be deemed to have been originally included in this Agreement as revised in place of the offending provision.
III. NO RESALE OF SERVICES PERMITTED. Client will not reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes any portion of the Program including course materials, use of the Program, or access to the Program.
IV. PROGRAM RULES.
A. Generally. Client will behave professionally, courteously, and respectfully with RDM’s staff and clients. If Client attends any RJ Maven seminar, webinar, or workshop, Client will not mass-distribute marketing materials to or mass-solicit other attendees of the event. Client will comply with any additional Course Rules or Regulations issued by RJ Maven. Client’s failure to obey Program rules is a breach and result in the termination of the RJ Maven’s obligations under this Agreement. In this event, Client will recoup no payments to RJ Maven, and will remain responsible for all remaining fees. Client is responsible for decisions made about Client’s SEO, marketing, implementation, and business development. While the RJ Maven will share opinions, offer resources, or make referrals, all implementation decisions are solely the Client’s and Client is fully responsible for those decisions.
B. Meetings.
1. Meetings/ Web meetings. As long as Client is enrolled in the Program, Client will receive a monthly one-hour strategy meeting as set forth on Exhibit 3.
2. Email Support. As noted in Section V, the Program includes email support. is available for email coaching as set forth in your Program description at ______________________ (email).
3. Tardiness/ Absenteeism. Client must be on time for all meetings. If lateness is unavoidable, contact the RJ Maven within the first 15 minutes of the session. If the Client doesn’t arrive at the session within 15 minutes of its scheduled start time and has not advised the RJ Maven of the reason for Client’s lateness, Client will be deemed a “no show.” The session will NOT be rescheduled Please initial to acknowledge this policy _________
C. Participation in Program. Client will accept and complete assignments, exercises, or sessions presented by RJ Maven as part of the Program and, if these assignments, exercises, or sessions require group participation, Client will participate fully in the group sessions for the benefit of all members.
D. Program Modification and Use of Sessions. The Program is based on actions and coaching designed over a set period. Starting and stopping any marketing program has negative effects on its effectiveness and may adversely impact the Client’s business. As a result, all sessions must be used within the Program Term. However, in the event of extraordinary circumstances and at RJ Maven’s sole discretion, RJ Maven may allow a Client to extend the Program Term for up to 90 days. However, this is not guaranteed extension. Sessions may not be used outside the Program. Client will not be entitled to coaching or other services after the Program Term and is not entitled to a refund for any unused sessions.
V. CLIENT ACCESS AND COPYRIGHT AUTHORIZATIONS. Client will provide:
A. All back-end access to the web site needed for the uploading of new web pages, and making changes on the web pages for the purpose of on-page optimization.
B. Permission to communicate directly with all necessary staff including third party vendors.
C. Full access to all existing website analytics platforms, such as Google Analytics.
D. Consent for use of all copyright material for the use of creating informational pages as well as use for anything else deemed necessary by service provider for needed optimization
E. All content for sites and any additional content needed.
VI. DISCLAIMER OF GUARANTEE.
A. Search Engine Algorithms. Every effort will be made to enhance your website’s ranking across the various search engines. However, R J Maven has no control over the policies and ranking algorithms of search engines with respect to the type of sites and/or content that they accept now or in the future. Client’s web site may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory. As a result:
1. R G Maven cannot guarantee where or if your website will rank on the various search engines.
2. Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, RJ Maven does not guarantee No.1 positions or consistent top 10 positions for any particular keyword, phrase, or search term.
3. Certain search engines have been known to hinder the rankings of websites (or pages) until they have proven their viability. As a result. RJ Maven assumes no liability for ranking, traffic, indexing issues related to these possible third-party penalties. Consequently, Client understands that ranking websites where the previous version of those sites had errors is much more difficult than ranking comparable sites that do not have a history of technical problems sites. Client should not have unrealistic expectations about rankings, traffic or revenues.
B. Client responsibility. Client is 100% responsible for Client’s progress and results from the Program. RJ Maven cannot control Client or Client’s participation in the Program. RJ Maven makes no representations or guarantees verbally or in writing regarding its performance of this Agreement other than those specifically enumerated in this Agreement. Because of the nature of the Program and extent of Client’s participation in Program results experienced by other clients vary significantly. Client acknowledges this variance and Client’s responsibility for the Program results.
C. No Warranties. RJ Maven and its affiliates expressly disclaim any implied warranties of titles, merchantability, and fitness for a particular purpose.
VII. LEGAL DISCLAIMERS:
A. Accuracy of disclosures. Every effort has been made to accurately represent the Program and its potential. Claims made of other client’s actual earnings or examples of actual results will be verified upon request. These testimonials and examples are not typical, represent exceptional results, don't apply to the average purchaser and are not intended to and do not represent or guarantee that Client will achieve the same or similar results. Each individual's success depends on his or her background, dedication, desire to implement and motivation.
B. No Legal, Financial or Medical Advice Given. Program instructors are not qualified to and will not provide legal, tax, accounting, financial or medical advice or any form of therapy. The information provided to Client by Program instructors is not intended as legal, tax, accounting, financial or medical advice or any form of therapy. Client should refer all legal, tax, accounting, financial, medical and psychological inquiries to appropriately qualified professionals
VIII. LIMITATION AND RELEASE OF LIABILITY.
A. Release Of Liability. Client accepts all risks, foreseeable or unforeseeable, arising from the Program. Client remises, releases, acquits, and forever discharges the Releasees of and from all known or unknown, existing or future claims including any claims for damages, interest, penalties, legal fees and all other actions, third-party actions, causes of action, or suits at law or in equity, including claims for contribution, indemnity, negligence, or direct, indirect, incidental, special, punitive, consequential or exemplary damages related to the use or misuse of RJ Maven’s Services or the Program, or because of any matter or thing done, omitted, or suffered to be done, for or related to Client’s use or reliance upon the information provided as part of the Program. This release is made with advice of counsel or after knowingly declining advice of counsel.
B. Special or Indirect Damages. RJ MAVEN WILL NOT BE LIABLE FOR ANY INDRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT, including but not limited to lost profits, lost revenues, lost sales, failure to realize expected savings, loss of data, delays, non-delivery, misdeliveries, service interruptions, tax interest or tax penalties, damage due to lost reputation or other commercial or economic losses of any kind.
C. Limitation Of Any Non-Released Liability. If a Court of competent jurisdiction determines that despite the release in Section IV, RJ Maven is liable to Client then Client’s damages are limited to the lesser of:
1. Total fees Client paid to RJ Maven in the month prior to the action giving rise to liability; or
2. $1,000.
D. Limitation on time to bring claims. All claims against the Releasees on any theory of liability must be lodged with the entity having jurisdiction within 100-days of the date the claim first accrues or otherwise the claim will be forfeited forever.
V. INDEMNIFICATION. Client must defend, indemnify, and hold harmless the Releasees from and against all liabilities and expense whatsoever - including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorney’s fees, and disbursements - which expenses any Releasee may incur or become obligated to pay arising out of or resulting from the offering for sale, the sale, participation and/or use of the Program. Client must defend RJ Maven in any legal actions, regulatory actions, or the like arising from or related to this Agreement.
.VI. ASSIGNABILITY. Client not will assign this Agreement without RDM’s prior written consent. RDM may assign this Agreement to any subsidiary or related-entity, or as part of the sale of all or substantially RDM’s assets.
VII. GENERAL PROVISIONS.
A. Entire Agreement. This Agreement, comprising the Agreement and these Terms and Conditions, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior oral and written understandings and agreements relating to such subject matter.
B. Amendments. This Agreement may not be amended or terminated except by a writing executed by all of the parties hereto.
C. Provisions Subject to Applicable Law. All provisions of this Agreement will be applicable only to the extent that they do not violate any applicable law and are intended to be limited to the extent necessary so that they will not render this Agreement invalid, illegal or unenforceable under any applicable law. If any provision, clause, terms, or words of this Agreement or any application thereof will be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of other provisions, clauses, terms or words of this Agreement or of any other application of such provision will in no way be affected thereby.
D. Waiver of Rights. No delay or failure by either party to exercise any right hereunder and no partial exercise of any such right will constitute a waiver of that or any other right unless otherwise expressly provided herein. Termination of this Agreement by either party is without prejudice to pursuit of any rights or remedies under this Agreement.
E. Counterparts. This Agreement may be executed in separate counterparts, each of which will be deemed an original but both of which taken together will constitute but one and the same instrument.
F. Governing Laws and Forum. This Agreement will be governed by, construed, and enforced in accordance with the laws of the State of Maryland regardless of the site of services. The parties hereto further agree that any action brought to enforce any right or obligation under this Agreement will be subject to the exclusive jurisdiction of the courts of Prince George’s County, Maryland.
G. Force Majeure. No party will be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including, without limitation: (a) acts of God, pandemics and natural disasters; (b) flood, fire, or explosion; (c) war, invasion, riot, or other civil unrest; (d) actions, embargoes, or blockades in effect on or after the date of this Agreement; (e) national or regional emergency; (f) strikes, labor stoppages, or slowdowns or other industrial disturbances; (g) compliance with any law or governmental order, rule, regulation, or direction, or any action taken by a governmental or public authority, including but not limited to imposing an embargo, export or import restriction, quota, or other restriction or prohibition, or failing to grant a necessary license or consent; (h) shortage of adequate power or telecommunications or transportation facilities; (i) inability to secure labor; or (j) any other event that is beyond the reasonable control of such party (each of the foregoing, a “Force Majeure Event”). If RJ Maven cannot provide Services due to a Force Majeure Event and it reasonably believes the Force Majeure Event will continue for at least 30 days, then RJ Maven may cancel the Agreement without penalty to either party.
H. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other third party any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.
I. Cumulative Rights. The Parties’ rights under this Agreement are cumulative and will not be construed to limit other remedies unless those remedies are precluded as a matter of law.
J. Attorney’s Fees And Interest. In the event of any breach of this Agreement and action for enforcement hereof, R J Maven will recover from the Client all costs, and expenses including reasonable attorney’s fees reasonably, with interest at 18% per annum on all amounts deemed due and owing (including costs, expenses and attorney’s fees), which interest accrues from the date of the claim until fully paid. Any judgment or award will to the extent allowed by law contain a provision for the recovery of any subsequently incurred costs, expenses and actual attorney’s fees arising out of the collection of the judgment or award. The termination of this Agreement does not release Client from any obligations under this Section VII(J) of the Terms.
K. Joint Drafting. The Parties acknowledge that the terms of this Agreement arose from negotiations and discussions between the Parties, each of whom were or had the option to be represented by legal counsel. Accordingly, no claimed ambiguity in this Agreement shall be construed against either Party claimed to have drafted or proposed the language in question, and any court reviewing this Agreement shall treat its language as if it had been chosen by both Parties.
L. Headings and Recitals. The headings in this Agreement are for convenience of reference only and have no legal meaning, force or effect. The Recitals, however, are incorporated as a substantive part of this Agreement.
M. Execution in Counterpart. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
N. Representation By Counsel. Both parties to this Agreement have been represented by counsel or have had an opportunity to be represented and all provisions of this Agreement have been fully negotiated. No provision will be interpreted against either party merely because that provision was drafted by the party or its counsel.
O. Obligations Survive Termination. The termination of this Agreement does not release Client from any obligations under Sections II- VIII of the Terms and Sections III, VI and VII of the Agreement, or any other terms intended to survive termination.
VIII. WAIVER OF JURY TRIAL. The parties waive all rights to a trial by jury in any action, counterclaim, or proceeding based upon, or related to, the subject of this Agreement. This waiver applies to all claims against all parties to the actions or proceedings, including individuals or entities who are not parties to this Agreement. This waiver is knowingly, intentionally, and voluntarily made by the parties and each acknowledges that neither the other parties hereto, nor any person acting on their behalf has made any representations of fact to induce this waiver of trial by jury or to modify or nullify its effect. The parties have read and understand the meaning and ramifications of this waiver provision.
IX. DEFINITIONS.
A. A “Company Employee” is any person who at is employed by RJ Maven as a direct employee or contractor.
B. "Customer" or “Client” means: any person or entity that purchased services or products from the RJ Maven during the term of this agreement and with whom Client as part of the Program.
C. “Customer Information” means the addresses, telephone and facsimile numbers of Customers, or suppliers.
D. “Confidential Information” means any Trade Secret or Proprietary Information of RJ Maven or its Customers or other third-party lists, data and information that RJ Maven receives in confidence from any other individual or entity, or any other secret or confidential matters of RJ Maven or its Customers.
E. “Disclosing Party” means the individual or entity that discloses Confidential Information to another individual as part of the Program or under this Agreement.
F. “Intellectual Property” means all creations of the mind, inventions; literary and artistic works; and symbols, names and images used in commerce including patents for inventions, trademarks, industrial designs, geographical indications, literary works (such as novels, poems and plays), films, music, artistic works (e.g., drawings, paintings, photographs and sculptures), and architectural design.
G. "Proprietary Information" means all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning a party’s business or financial affairs, or Intellectual Property. By way of illustration, but not limitation, Proprietary Information may include inventions, products, copyrighted materials, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, technical data, source code, object code, software programs, financial data, personnel data, computer programs, and Customer and supplier information.
H. “Releasees” means RJ Maven, its owners, agents, officers, directors, employees, trustees, representatives, attorneys, related entities, affiliates, and successors and assigns.
I. “Trade Secret” means information protected by the Maryland Trade Secrets Act as from time to time amended, including any formula, pattern, compilation, program, device, method, technique or process, that:
1. Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and
2. Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
