By clicking "I have read and agree to the terms and conditions of this page as follows:", the Purchaser (“Client”) Agrees to the following Terms & Conditions:
This Agreement (the “Agreement”) is effective as of the Date of Purchase (the “Effective Date”) and is by and between REAL Training and Systems, Inc., a Massachusetts corporation with an address of 465 Waverley Oaks Road, Suite 216, Waltham, MA 02452 (the “Company”) and Client.
WHEREAS, Client desires to engage Company to provide and training services for Client, and Company desires to perform such services, in each case, pursuant to the terms and conditions of this Agreement.
NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the mutual covenants and agreements herein contained, the parties hereto mutually agree as follows:
- Services. Company shall provide Client continuous access to the Online Training Center for the Working By Referral for a period of ninety (90) days
- Compensation. In consideration of the Services provided hereunder, the Client shall pay to the Company $99 and payment shall be due upon execution of this Agreement and shall be paid via credit card which will be kept on file by the Company for the Term of this Agreement. Access to the online training center will not be provided until payment has been processed.
- Term. This Agreement shall commence on the Effective Date of this Agreement and shall continue in full force and effect for a ninety (90) day period.
- Confidential Information. The parties acknowledge that one or both of the parties and/or their affiliates (for REAL Training & Systems, Inc., including, but not limited to, Lamacchia Realty, Inc.) may disclose (each a “Disclosing Party”) Confidential Information (as defined below) to the other (each a “Receiving Party”) during the Term of this Agreement. For the purpose of this Agreement, Confidential Information shall mean all information, including Trade Secrets, in any form or medium, tangible or intangible, that is disclosed or made available by the Disclosing Party to the Receiving Party, including its representatives and agents, which is considered valuable, confidential, or proprietary to the Disclosing Party. The parties hereby agree that the Confidential Information or Trade Secrets of the Disclosing Party are and will remain the exclusive property of the Disclosing Party. No grant of any intellectual property rights, including any license implied or otherwise, is given or intended to be given to the Receiving Party. “Trade Secrets” shall mean all information of the Disclosing Party, in any form or medium, that is disclosed to or learned by Receiving Party, or its Team Members, representatives or agents, in the performance of this Agreement, including, but not limited to, copyrighted or trademarked materials, REAL Training and Systems, Inc., Lamacchia Realty, Inc., Salesforce.com configurations, technical or nontechnical data, a formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plan, product plan, list of actual or potential customers or suppliers, or other information similar to any of the foregoing, which derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can derive economic value from its disclosure or use.
Confidential Information and Trade Secrets shall not include any information that the Receiving Party can satisfactorily demonstrate: (i) has been or becomes part of the public domain through no wrongful act or breach of obligation of confidentiality by the Receiving Party; (ii) was lawfully known to the Receiving Party prior to the time it was received by the Receiving Party or is later received by the Receiving Party from a third party who, to the knowledge of Receiving Party, is not subject to any obligation of confidentiality in favor of the Disclosing Party; or (iii) is independently developed by the Receiving Party without any use of Confidential Information or Trade Secrets of the Disclosing Party.
Except as expressly set forth in this Agreement, each party hereby covenants and agrees that it and its employees and agents shall not (without first obtaining the prior consent by written notice in each instance of the other party) during the Term of this Agreement or thereafter in perpetuity, disclose, make commercial or other use of, or give or sell to any third party, any Confidential Information received directly or indirectly from the other party, except as is required by such party to perform its obligations under this Agreement or is otherwise expressly permitted under this Agreement.
Upon termination of this Agreement for any reason, each party’s rights to possession and use of the other party’s Confidential Information and Trade Secrets in connection with the performance of its obligations hereunder or otherwise shall terminate and such party shall immediately deliver to the other party all of the other party’s Confidential Information and Trade Secrets and all copies of any portion thereof, except such portion as such party may require to perform its continuing obligations under this Agreement, if any. Each party shall, upon completion of such delivery, certify in writing to the other party that it has fulfilled its obligations under this section.
Notwithstanding anything to the contrary in this Agreement, Confidential Information or Trade Secrets may be disclosed to a legislative, judicial or regulatory body requiring its disclosure, provided that the Receiving Party notifies the Disclosing Party prior to such disclosure in order to afford the Disclosing Party a reasonable opportunity to object or seek an appropriate protective order with respect to the required disclosure.
Each party shall have an obligation to protect the other’s Confidential Information and Trade Secrets in perpetuity and advise its Team Members, employees and agents of their obligation to be bound by the terms of this Section 6.
- Enforcement. Client agrees and acknowledges that in the event of a breach of this Agreement, REAL Training and Systems, Inc. will likely suffer irreparable harm. Accordingly, Client agrees and acknowledges that in the event of a threatened or actual breach of this Agreement, REAL Training and Systems, Inc. shall be entitled to injunctive relief in the form of temporary restraining orders, permanent injunctions, and the like, to terminate and prohibit continuing activities in breach of this Agreement. In addition to such injunctive relief, REAL Training and Systems, Inc. shall be entitled to pursue all of its remedies at law. Furthermore, in the event a court of competent jurisdiction or any arbitrator finds that this Agreement or any provision hereof is unreasonable in duration, location or scope, this Agreement will nevertheless remain enforceable for a reasonable duration, location or scope as may be found by said Court or arbitrator. In the event that the REAL Training and Systems, Inc. brings an enforcement action, if REAL Training and Systems, Inc. prevails, the Client shall reimburse the REAL Training and Systems, Inc. for its costs and reasonable attorneys’ fees.
- Representations. Client represents and warrants that: (i) Client has the full right and power to enter into and fully perform this Agreement in accordance with its terms; and (ii) the execution, delivery, and performance of this Agreement will not violate the rights of any third party or violate the provisions of any other agreement of which Client is a party.
- Warranties. REAL TRAINING AND SYSTEMS, INC. AND LAMACCHIA REALTY, INC. MAKES NO WARRANTIES OR GUARANTEES OF ANY KIND WITH RESPECT TO THE SERVICES PROVIDED BY IT OR THE RESULTS SUCH SERVICES MAY ACHIEVE, OR OTHER GUARANTEES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. REAL TRAINING AND SYSTEMS, INC. AND LAMACCHIA REALTY, INC. DOES NOT AUTHORIZE ANYONE, INCLUDING, BUT NOT LIMITED TO, REAL TRAINING AND SYSTEMS, INC. AND LAMACCHIA REALTY, INC.’S AGENTS OR REPRESENTATIVES, TO MAKE A WARRANTY OF ANY KIND ON ITS BEHALF AND ANY SUCH STATEMENTS SHOULD NOT BE RELIED UPON.
- Indemnification. Client hereby agrees to indemnify, defend, and hold harmless REAL Training and Systems, Inc., Lamacchia Realty, Inc., and its directors, officers, employees, stockholders, managers, licensees, agents, successors, and assigns from and against any and all third-party claims, damages, liabilities, or expenses, including reasonable attorneys’ fees, arising out of or related to the Services and/or Client’s breach of the terms and provisions of this Agreement.
- Relationship of the Parties. REAL Training and Systems, Inc. and Client hereby acknowledge and agree that the parties are independent entities and are not and shall not be construed as joint venturers, partners, employer/employee, or agents of the other, and neither shall have the power to bind or obligate the other, except as set forth in this Agreement.
- Governing Law & Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to any conflict of laws principles. Any dispute, controversy or claim arising out of, in connection with, or relating to this Agreement shall be brought exclusively either in the state courts of Massachusetts or the United States District Court for the District of Massachusetts. The parties consent to the exclusive jurisdiction of either of these courts and specifically waive any defenses to personal jurisdiction or venue that may be raised in such an action.
- Entire Agreement. This Agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this Agreement.
- Agreement Binding. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.