Terms and Conditions

9/5/2018

The following terms and conditions apply to all of our Waitlist Workshop programs. The Waitlist Workshop programs offered by chiropractic is.. are provided via the licensing agreement as outlined below.

License Agreement   

This License Agreement (this “Agreement”) is made effective on the purchase date of the Waitlist Workshop program or programs between chiropractic is… and Stephen L. Tullius (“CI” or “Licensor”), of 6342 Riverdale Street, San Diego, California 92120 and the purchaser ( “Licensee”).

In the Agreement, the party who is granting the right to use the licensed property will be referred to as “CI,” and the party who is receiving the right to use the licensed property will be referred to as “Licensee.”

  

The parties agree as follows:

  

1. GRANT OF LICENSE. CI owns the presentation, email content, logo and other identifying information, marketing, and development of the specific Waitlist Workshop program the Licensee has purchased (the “Authored Work”). In accordance with this Agreement, CI grants Licensee a non-exclusive license to use the Authored Work. CI retains title and ownership of the Authored Work and derivative works will be assigned to Licensor by Licensee. This grant of license only applies to the following described geographical area: One office per zip code (subject to case by case allowances of surrounding area) and only one office per license. For example, multiple licenses need to be purchased in order to have the program in multiple offices owned by Licensee.

  

2. PAYMENT FOR PROGRAM. Licensee will pay to CI an initial payment for the program materials and an annual leasing renewal fee to continue using the program and maintain exclusive usage in the licensee’s zip code which is due upon the anniversary of the purchase date of the program each year. The current annual licensing renewal is $495 and is subject to change without prior notification to accommodate market changes.

  

3. MONEY BACK GUARANTEE. The program comes with a money back guarantee which covers the initial investment in the program and is dependent upon the items outlined in this section. Based upon the Licensee provided case visit average (CVA) from the program application, we will provide the Licensee with a guaranteed number of new patients that the program will attract during the first 6 months of use. During that initial 6 months the Licensee must give two presentations during the first 4 months and supply an advertising budget of $500 per presentation. CI will manage and have access to that $500 advertising budget for the guarantee to be valid. If the Licensee does not attain enough new patients to cover the cost of the program, CI will refund the balance. For example, if the Licensee has a case visit average of $2000 and the CI only helped the Licensee to attain two new patients, CI would refund the cost of the program minus $4000. CI is only guaranteeing a number of new patients starting care and does not guaranteeing a dollar amount.

4. MODIFICATIONS. Unless the prior written approval of CI is obtained, Licensee may not materially modify or change the Authored Work in any manner.  Slight changes or modifications are acceptable, so long as a material portion of the program is not altered without CI’s prior written approval.

  

5. DEFAULTS. If Licensee fails to abide by the obligations of this Agreement, including the obligation to make a payments when due, CI shall have the option to cancel this Agreement by providing 14 days’ written notice to Licensee. Licensee shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default, if such corrective action is taken prior to the end of the time period stated in the previous sentence, and if there are no other defaults during such time period.

  

6. CONFIDENTIAL INFORMATION. The term “Confidential Information” means any information or material which is proprietary to CI, whether or not owned or developed by CI, which is not generally known other than by CI, and which Licensee may obtain through any direct or indirect contact with CI. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by CI concerning the business, technology and information of CI and any third party with which CI deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and customer and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential.

  

A. “Confidential Information” does not include:

  

– matters of public knowledge that result from disclosure by CI;

– information rightfully received by Licensee from a third party without a duty of confidentiality;

– information independently developed by Licensee;

– information disclosed by operation of law;

– information disclosed by Licensee with the prior written consent of CI;

– any other information that both parties agree in writing is not confidential.

  

7. PROTECTION OF CONFIDENTIAL INFORMATION. Licensee understands and acknowledges that the Confidential Information has been developed or obtained by CI by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of CI which provides CI with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by Licensee of any Confidential Information, Licensee agrees as follows:

  

A. No Disclosure.  Licensee will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of CI.

  

B. No Copying/Modifying. Licensee will not copy or modify any Confidential Information without the prior written consent of CI.

  

C. Unauthorized Use. Licensee shall promptly advise CI if Licensee becomes aware of any possible unauthorized disclosure or use of the Confidential Information.

  

D. Application to Employees. Licensee shall not disclose any Confidential Information to any employees of Licensee, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Associate doctors using the program on behalf of Licensee are bound by this agreement and in no way does the program license extend to their individual use outside of the clinic of Licensee.

  

8. ARBITRATION. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the below Alternative (ADR) procedure. Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator’s award will be final, and judgment may be entered upon it by any court having proper jurisdiction.

  

9. WARRANTIES. Neither party makes any warranties with respect to the use, sale or other transfer of the Authored Work by the other party or by any third party, and Licensee accepts the product “AS IS.” In no event will CI be liable for direct, indirect, special, incidental, or consequential damages, that are in any way related to the Authored Work.

  

10. NON-EXCLUSIVE LICENSE TO LICENSOR. As of the effective date, Licensee grants back to CI a non-exclusive license to use the Authored Work as CI sees fit, including for the creation of derivative works; provided, however, this license shall not limit Licensee’s rights and public rights under this License.

  

11. NO TRANSFER OF RIGHTS. This Agreement shall be binding on Licensee, who does not have the permission to sell, copy, assign, transfer or sub-license any rights to any subsequent licensee. Licensee shall not have the right to assign its interests in this Agreement to any other party, unless the prior written consent of CI is obtained.

  

12. TERMINATION. This Agreement may be terminated by CI, with good cause if the terms and conditions of this agreement have been violated, by providing 30 days’ written notice to the other party. This Agreement shall terminate automatically a year from the purchase date of the license. The agreement can be renewed at the discretion of both CI and Licensee in one year incremental periods as outlined in Section 2.

  

13. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

  

14. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.

  

15. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

  

16. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

  

17. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of California, County of San Diego.

  

18. INDEMNIFICATION. In the event that any claim, demand, or suit should be made or instituted against CI of any such purported assignment, lien, subrogation or transfer, Licensee agrees to indemnify and hold harmless CI against any such claim, suit, or demand and to pay and satisfy any such claim or suit or demand including necessary expenses of investigation, attorneys’ fees and costs. The chiropractic scope of practice and rules and regulations varies from state to state and country to country. By accepting these terms and conditions you acknowledge that CI is not responsible nor makes any warranty or claims that the materials of the program comply with each jurisdiction. The Licensee is solely responsible for ensuring that any and all materials received with the program are within the scope and rules and regulations of their jurisdiction.

19. ATTORNEYS’ FEES. In the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

20. ACCEPTANCE. By purchasing one or more of the Waitlist Workshop programs, and selecting the box which indicates you read this document, you are agreeing to the terms and conditions as set forth above.