The Author Incubator’s Program Membership Agreement

THIS AGREEMENT (hereinafter the “Agreement”) which is accepted by both parties upon admission to the Program(“Effective Date”) is between The Author Incubator, LLC (hereinafter the “Company” or “we/us”) and the “Participant” (also known herein, as “you”).

 

Article One
Terms and Conditions

Section 1.1 BY PARTICIPATING IN THE AUTHOR INCUBATOR PROGRAM OR ACCESSING OR USING OUR TRAINING SYSTEM AND MATERIALS, YOU AGREE TO BE BOUND BY THIS AGREEMENT.  You irrevocably agree that this Agreement automatically becomes a binding contract between us and applies to your participation in The Author Incubator Program (the “Program”). By accepting this Agreement, you are acknowledging that you have read, understand, agree to, and accept all of the terms and conditions contained in this Agreement without modification by you.

Section 1.2 The Company may amend this Agreement at any time by sending a revised version to the e-mail or physical address you provided in your Application.  Any amendment to this Agreement will become effective thirty (30) days after notice to you.

 

Article Two
Program Description

  • The Author Incubator Program will provide:
  • Student center access and a project management tool for your project with step-by-step instructions.
  • A dedicated Project Manager who will assist you with understanding and achieving the milestones for the project and provide logistical and technical support.
  • Access to regular calls, a Facebook community,
  • A huge library of recorded, exclusive marketing, business, and personal growth training for support on your journey.

 

Article Three
Payments

Section 3.1 You Authorize the Company to charge your credit or debit card, cash your check, or accept your wire payment to enroll you in the Program.

Section 3.2 If you are using the monthly or quarterly subscription plan you agree to make each payment on the agreed date in a timely fashion. You understand that payments may not be missed and that failure to make payments on the agreed timescale will result in your removal from the Program.

Section 3.3 We do not allow extensions to the time in the program. If you do not provide the assets or meet program milestones to complete project within the scheduled time frame (provided within the Project Management Tool), we will continue to provide services through the final date of the membership (original date of delivery of the printed book) but your membership will expire on that date.

 

Article Four
Termination and Refunds

Section 4.1 We operate on a strict no refund policy. You are committing to completing the payments for a minimum of three months of your project. If, your manuscript is submitted on the allocated date, AND you choose not to continue with the editing and publishing with us, you may do so with no further payments due. Please note, your Membership cannot be transferred to any other person, or put on hold at any time during the Program.

Section 4.2 You may decide to leave the Program at any time; however, non-participation does not relieve you from the payment of the Program in full nor is any part of the payment made refundable. We do not amortize your payment in full to represent incremental values to each week of participation, therefore no part of your payment is subject to completion of the Program.

Section 4.3 The Company may, at its sole discretion, terminate this Agreement, and limit, suspend, or terminate your participation in the Program without refund or forgiveness if you become disruptive or difficult to work with, if you fail to follow the Program guidelines, or if you impair the participation of Program instructors or participants in the Program or violate any of the confidentiality and privacy policies in Article Four of this Agreement.

Section 4.4 If this Agreement is terminated for any reason, you will no longer have access to the online training library or any other benefit of membership in the Program or Services.

 

Article Five
Confidentiality and Privacy

Section 5.1 We agree to respect your confidential and proprietary information, ideas, plans, and trade secrets (collectively, “Confidential Information”).

Section 5.2 You agree:

– To respect the privacy of fellow Program participants and, therein, not to violate the publicity or privacy rights of any Program participant,

– Not to infringe on any Program participant’s or the Company’s copyright, patent, trademark, trade secret or other intellectual property right,

– That any Confidential Information shared by Program participants, or any representative of the Company is confidential and proprietary and belongs solely and exclusively to the participant who discloses it or the Company,

– Not to disclose such information to any other person or use it in any manner other than in discussion with other Program participants during Program sessions,

– That all materials and information provided to you by the Company may only be used by you as authorized by the Company, and

– That the reproduction, distribution, and sale of these materials by anyone outside of the Company is strictly prohibited.

Section 5.3

Participant agrees that

(a) the covenants and restrictions contained in Article Five of this Agreement are fair and reasonable and necessary for the protection of the business of the Company and

(b) a breach of any of such covenant or restriction will result in irreparable harm and damages to the Company that would be very difficult to determine, and which cannot be adequately compensated by monetary award.

If you violate, or threaten or display any likelihood of violating, any of your agreements contained in this Article Five, then the Company and/or the other Program participant(s) will be entitled to seek injunctive relief (temporary restraining order, preliminary injunction and permanent injunction) and specific performance with respect to any actual or threatened breach by you to prohibit any such violations, or threatened or potential violations, to protect against the harm of such violations, without the posting of a bond or other security, and without having to prove actual damages.

Section 5.4 Except where required by court order or subpoena, each party hereto shall keep confidential the terms of this Agreement and shall not disclose to a third party any of the provisions hereof or any information obtained pursuant hereto, except that a party may disclose such information to an accountant or attorney agreeing to be bound by the terms of this Agreement for the purpose of or in connection with obtaining advice or counseling from such accountant or attorney.  Each party shall use reasonable procedures to keep the other party’s Confidential Information confidential, using the same or higher protections that the party uses to maintain the confidentiality of its own confidential information.

 

Article Six
Warranties / Ownership Rights

Section 6.1 We have made every effort to accurately represent the Program and its potential. Any claims of actual earnings can be verified, and examples of actual earnings can be verified upon request. The testimonials and examples used are not intended to represent or guarantee that anyone will achieve the same or similar results. Each individual’s success depends on any number of factors, including his or her background, dedication, desire, skill, and motivation.

Section 6.2 You acknowledge that as with any business endeavor, there is an inherent risk of loss of capital and there is no guarantee that you will earn any money as a result of your participation in the Program. By clicking to accept this Agreement, you also acknowledge that you have represented to the Company that payment of your Program membership fee will not place a significant burden on you or your family.

Section 6.3 You acknowledge and agree that the Company is the sole owner of the Program, the Services, and all written or recorded materials associated therewith.  The Company acknowledges and agrees that you are the sole owner of book manuscript that you write.  Nothing herein assigns, or will be deemed to assign, any party’s ownership rights to the other party.

 

Article Seven
Representations and Warranties

Section 7.1  You represent and warrant that you

– Will not infringe on any Program participant’s or the Company’s copyright, patent, trademark, trade secret or other intellectual property right,

– Will not disclose any Confidential Information shared by other Program participants or any representative of the Company,

– Acknowledge that such Confidential Information belongs solely and exclusively to the participant who discloses it or the Company,

– Agree not to disclose such information to any other person or use it in any manner other than in discussion with other Program participants during Program sessions,

– Acknowledge that all materials and information provided to you by the Company, may only be used by you as authorized by the Company, and

– Acknowledge that the reproduction, distribution and sale of such materials by anyone other than by the Company is strictly prohibited.

 

Article Eight

Miscellaneous

Section 8.1 Conflict with other Agreements. This Agreement represents the final and complete contract of the parties, and shall be binding upon, and inure to the benefit of, the parties, and supersedes all prior documents, oral representations, and understandings of the parties that may relate to the subject matter of this Agreement.  This Agreement shall alter and amend any other written or oral agreement of the parties as needed to comply with the terms and conditions herein.

Section 8.2 Severability. The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.  If any provision or clause of this Agreement, or portion thereof, shall be held by any court or other tribunal of competent jurisdiction to be illegal, void, or unenforceable in such jurisdiction, the remainder of such provision shall not be thereby affected and shall be given full effect, without regard to the invalid portion.

Section 8.3 Force Majeure. Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement where such delay or failure arises by reason of any act of God or any government or any governmental body, war, terrorist act, insurrection, the elements, strikes or labor disputes, or other similar or dissimilar cause beyond the control of such party.

Section 8.4 Applicable Law / Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict of laws provisions.  Each party hereby submits to the exclusive jurisdiction of, and waives any venue or other objection against, any federal court sitting in the State of Maryland, U.S.A., or any Maryland state court in any legal proceeding arising out of or relating to this Agreement. Each party agrees that all claims and matters must be heard and determined in any such court and each party expressly waives any right to object to such filing on improper venue, forum non-convenient, or similar grounds.

Section 8.5 Construction of Terms. Wherever the context requires, the singular includes the plural, and the masculine includes the feminine and neuter.

Section 8.6 Headings. Headings are used in this Agreement for convenience only and will not be used to interpret this Agreement or any part of it.

Section 8.7 Assignment. Participant may not assign this Agreement, or any rights or obligations hereunder, by operation of law or any other manner, without the Company’s prior, written consent.

Section 8.8 Consent. The parties acknowledge and agree that each have had the unrestricted opportunity to review this Agreement and any decision was voluntarily and independently made by that party, and that the provisions of this Agreement will not be construed in favor of either party.

Section 8.9 Notices. All notices required or permitted by either party under this Agreement may be hand-delivered, sent by registered or certified U.S. mail, postage prepaid, or via e-mail. Notice will be deemed given when personally delivered or, three days after mailing by registered or certified U.S. mail, postage prepaid, with return receipt requested, or on the day e-mailed with confirmation of delivery.

Section 8.10 Termination. The Company reserves the right to terminate this Agreement in circumstances where the Company becomes insolvent, makes an assignment for the benefit of creditors, goes out of business, or ceases production.

Section 8.11 Waiver. Failure of either party to insist on strict compliance with any of the terms, covenants, and conditions of this agreement shall not be deemed a waiver of such terms, covenants, and conditions, or of any similar right or power hereunder at any subsequent time.

Section 8.12 Indemnification.  Participant agrees to indemnify and hold Company, its affiliates, successors, assigns, directors, officers, shareholder, members, managers, partners, employees and agents harmless from and against any and all claims, demands, causes of action, proceedings, damages, costs (including, without limitation, reasonable attorneys’ fees) and liabilities arising out of or resulting from, directly or indirectly, (a) the negligent or intentional acts or omissions, (b) the breach, misrepresentation, or non-fulfillment in any material respect of any representation or warranty under this Agreement, and (c) the violation of any third party proprietary right, including without limitation, copyright, trademark right or publicity or privacy right.

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