BREAKTHROUGH PHYSICAL THERAPY MARKETING, LLC
MASTER TERMS & POLICIES
1. TERMS OF PARTICIPATION
By purchasing any Breakthrough Physical Therapy Marketing (“BPTM”) Program, the Client agrees to be bound by the following terms and conditions as well as any additional terms set forth in a Program Agreement between the Client and BPTM or any other BPTM policy (collectively, the “Terms”). Please read these Terms carefully before purchasing any Program.
BPTM may modify these Terms at any time. All modifications shall be posted on the BPTM website. BPTM shall notify Client in the event of any such modifications to the extent reasonably feasible but Client understands and agrees that it may not be possible to provide such notice in all cases. Therefore, Client should periodically check these Terms for any updates. Any new, different, or additional terms will automatically apply to any Program Agreement in place between Client and BPTM.
The term “Program” is used herein to refer to those programs, products, or services Client has purchased from BPTM as set forth in the Program Agreement between Client and BPTM. These Program(s) may include, but are not limited to, “Inside Circle,” “Killer Marketing,” “All Star,” “Product X,” “1-to-1 Coaching,” or any enhancements, modifications, or variations of these Program(s) that may be offered from time to time by BPTM.
Client agrees to pay all fees set forth in the applicable Program Agreement and hereby authorizes BPTM to charge Client’s credit card or debit card for the amounts and at the frequency set forth in the Program Agreement. Client shall ensure that BPTM has a valid credit card on file at all times. In the event a credit card payment is declined, BPTM may suspend Client’s access to the applicable Program or terminate the Program Agreement. Client should direct any billing questions to the BPTM Billing Department via firstname.lastname@example.org. BPTM reserves the right to adjust fees at any time, or suspend or terminate any Program Agreement upon written notice to Client.
4. REQUEST FOR PAYMENT HOLD/REFUND/CANCELLATION
With the exception of Bootcamp event deposits (as set forth in Section 20 of these Terms), in no event shall BPTM be obligated to grant any requests for holds on Client’s account, refunds, or early cancellation of any Program.
In addition to any other remedies that may be set forth in the applicable Program Agreement, in the event Client fails to comply with these Terms, or otherwise fails to follow any Program guidelines set forth by BPTM, and fails to cure any such breach within fifteen (15) days of receiving notice from BPTM, BPTM may in its sole discretion limit or suspend Client’s participation in the Program(s) or terminate the Program Agreement in its entirety. In the event of any limitation, suspension, or termination of the Client’s participation in any Program, the Client shall at all times remain responsible for any payment obligations set forth in the Program Agreement for the remainder of the current subscription term and shall not be entitled to any refund of fees paid.
6. INTELLECTUAL PROPERTY
BPTM shall at all times retain all right, title, and interest in and to all Program(s) and any other materials, content, information, or services provided by BPTM to Client under any applicable Program Agreement (collectively “BPTM Content”) along with all customizations, enhancements, and modifications thereto and all associated Intellectual Property Rights. As used herein, the term “Intellectual Property Rights” means patents, patent applications, patent rights, inventions (whether patentable or not) trademarks, trademark registrations, trademark applications, service marks, business marks, trade names, brand names, all other names and slogans embodying business or Program goodwill (or both), copyright registrations, copyrights (including those in computer programs, software, including all source code and object code, user portals and interfaces, development documentation, methods, algorithms, programming tools, drawings, specifications and data), trade secrets, industrial rights, know-how, mask works, industrial designs, processes and technical information and all other registered rights now existing or hereafter created, including confidential and proprietary information, and any rights under licenses to any of the foregoing, whether or not subject to statutory registration or protection. The parties agree that BPTM shall own any new materials, content, or services developed pursuant to any Program Agreement and Client hereby assigns any ownership right it may have in the same to BPTM. Any right to access and/or use any Program or BPTM Content shall be a limited, non-exclusive, non-transferable license for the term set forth in the Program Agreement. All licenses to a Program or BPTM Content shall automatically terminate upon termination of any Program Agreement. Nothing in these Terms or any Program Agreement shall be construed as assigning, transferring, or conveying any other right, title, or interest in or to any Program or BPTM Content.
As between Client and BPTM, BPTM shall own the leads, contacts, data, and customers that result from the Client’s use of the Program and BPTM Content (“Client Data”). BPTM hereby grants Client a limited, non-exclusive license to display, reproduce, and otherwise use the Client Data in accordance with these Term for Client’s legitimate business purposes and in compliance with all applicable laws. BPTM will have the unrestricted right to use or act upon any suggestion, idea, enhancement request, feedback, recommendation or other information provided by Client relating to any Program or BPTM Content (“Feedback”). Feedback shall at all times be considered BPTM Content.
7. DISCLAIMER OF WARRANTIES
EXCEPT AS OTHERWISE SET FORTH HEREIN OR ANY PROGRAM AGREEMENT, THE PROGRAM AND BPTM CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BPTM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PROGRAM AND BPTM CONTENT INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. BPTM DOES NOT WARRANT THAT THE PROGRAM OR BPTM CONTENT WILL BE ERROR FREE, FREE FROM ANY VIRUS, MALWARE, OR HARMFUL CODE, FREE FROM INTERRUPTIONS, WILL NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY, OR ACCOMPLISH ANY PARTICULAR RESULT.
BPTM DOES NOT CONTROL ANY THIRD PARTY PRODUCT OR SERVICE (INCLUDING SOCIAL MEDIA PLATFORMS) WHICH MAY BE USED IN PROVIDING THE PROGRAM OR ANY BPTM CONTENT OR THIRD PARTY SERVERS WHICH MAY HOST OR STORE THE PROGRAM, BPTM CONTENT, OR CLIENT’S DATA. BPTM MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SUCH THIRD PARTY PRODUCTS, SERVICES, OR SERVERS. BPTM DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THE PROGRAM MAY BE SUBJECT TO LIMITATIONS, INTERRUPTIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. BPTM IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. THE INTERNET IS NOT 100% SECURE AND BPTM DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE SECURITY OF ANY DATA OR INFORMATION THAT CLIENT MAY DISCLOSE, TRANSMIT, OR STORE THROUGH CLIENT’S PARTICIPATION IN ANY PROGRAM.
LINKS TO THIRD PARTY WEBSITES MADE AVAILABLE FROM BPTM’S WEBSITE, IN BPTM’S FREE NEWSLETTER, OR OTHERWISE ARE PROVIDED FOR CLIENT’S CONVENIENCE AND ARE GOVERNED BY THE TERMS AND CONDITIONS OF THE THIRD PARTY PROVIDER. IN THE EVENT CLIENT ELECTS TO LEAVE THE BREAKTHROUGHPTMARKETING.COM SITE, OR THE BPTM NEWSLETTER, VIA A LINK CONTAINED HEREIN, THE CONTENT THAT YOU VIEW THEREIN IS NOT PROVIDED BY BPTM. BPTM IS NOT RESPONSIBLE FOR, NOR HAVE DEVELOPED OR REVIEWED, THE CONTENT AT THOSE SITES. BPTM MAKES NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES AS TO, AND SHALL HAVE NO LIABILITY FOR, ANY ELECTRONIC CONTENT DELIVERED BY ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, THE ACCURACY, SUBJECT MATTER, QUALITY, OR TIMELINESS OF ANY ELECTRONIC CONTENT. CLIENT SHOULD REVIEW THE TERMS AND CONDITIONS OF ANY THIRD PARTY WEBSITE.
CLIENT AGREES THAT BPTM AND ITS EMPLOYEES, AGENTS, AND REPRESENTATIVES ARE NOT ACTING AS AN EMPLOYEE, AGENT, LAWYER, DOCTOR, PHYSICAL THERAPIST, MANAGER, PUBLIC RELATIONS OR BUSINESS MANAGER, REGISTERED DIETICIAN, FINANCIAL ANALYST, PSYCHOTHERAPIST OR ACCOUNTANT. CLIENT UNDERSTANDS CLIENT’S PARTICIPATION IN THE PROGRAM WILL NOT TREAT OR DIAGNOSE ANY DISEASE, ILLNESS, OR AILMENT AND IF CLIENT SHOULD EXPERIENCE ANY SUCH ISSUES CLIENT SHOULD SEE THEIR REGISTERED PHYSICIAN OR OTHER PRACTITIONER AS DETERMINED BY CLIENT’S OWN JUDGMENT. CLIENT IS SOLELY RESPONSIBLE FOR ENSURING THAT CLIENT’S USE OF THE PROGRAM(S) AND BPTM CONTENT COMPLIES WITH ANY APPLICABLE LAWS, REGULATIONS, AND INDUSTRY STANDARDS INCLUDING BUT NOT LIMITED TO THE GENERATION OF REFERRALS, KICKBACKS, AND MARKETING OF CLIENT’S PRACTICE AND BPTM DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE SAME.
CLIENT UNDERSTANDS THAT BPTM, EXCEPT AS OTHERWISE SET FORTH IN A PROGRAM AGREEMENT, BPTM HAS NOT PROMISED, SHALL NOT BE OBLIGATED TO AND WILL NOT: (A) PROCURE OR ATTEMPT TO PROCURE EMPLOYMENT OR BUSINESS OR SALES FOR CLIENT; (B) PERFORM ANY BUSINESS MANAGEMENT FUNCTIONS INCLUDING BUT NOT LIMITED TO, ACCOUNTING, TAX OR INVESTMENT CONSULTING, OR ADVICE WITH REGARD THERETO; (C) ACT AS A THERAPIST PROVIDING PSYCHOANALYSIS, PSYCHOLOGICAL COUNSELING OR BEHAVIORAL THERAPY; (D) ACT AS A PUBLIC RELATIONS MANAGER; (E) ACT AS A PUBLICIST TO PROCURE ANY PUBLICITY, INTERVIEWS, WRITE-UPS, FEATURES, TELEVISION, PRINT OR DIGITAL MEDIA EXPOSURE FOR CLIENT; (F) ACT AS LEGAL COUNSEL FOR CLIENT; OR (E) INTRODUCE CLIENT TO BPTM’S FULL NETWORK OF CONTACTS, MEDIA PARTNERS OR BUSINESS PARTNERS. CLIENT UNDERSTANDS THAT THE RELATIONSHIP BETWEEN THE PARTIES AUTOMATICALLY TERMINATES UPON THE TERMINATION OF ANY PROGRAM AGREEMENT. CLIENT SHALL BE SOLELY RESPONSIBLE FOR OBTAINING ANY LEGAL OPINION OR ADVICE REGARDING CLIENT’S USE OF THE PROGRAM(S) OR BPTM CONTENT.
THERE IS NO GUARANTEE THAT CLIENT WILL EARN ANY MONEY USING THE TECHNIQUES AND IDEAS IN THE PROGRAM(S) OR BPTM CONTENT. EARNING POTENTIAL ENTIRELY DEPENDS ON THE CLIENT. CLIENT’S LEVEL OF SUCCESS IN ATTAINING RESULTS DEPENDS ON THE TIME CLIENT DEVOTES TO THE PROGRAM, IDEAS AND TECHNIQUES PROVIDED, CLIENT’S FINANCES, KNOWLEDGE AND VARIOUS SKILLS. SINCE THESE FACTORS DIFFER ACCORDING TO THE CLIENT, BPTM CANNOT GUARANTEE A PARTICULAR CLIENT’S SUCCESS OR INCOME LEVEL. NOR IS BPTM RESPONSIBLE FOR ANY OF CLIENT’S ACTIONS. MATERIALS IN THE BPTM PROGRAM AND BPTM CONTENT AND WEBSITE MAY CONTAIN INFORMATION THAT INCLUDES OR IS BASED UPON FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS GIVE EXPECTATIONS OR FORECASTS OF FUTURE EVENTS. CLIENT CAN IDENTIFY THESE STATEMENTS BY THE FACT THAT THEY DO NOT RELATE STRICTLY TO HISTORICAL OR CURRENT FACTS. THEY USE WORDS SUCH AS “ANTICIPATE,” “ESTIMATE,” “EXPECT,” “PROJECT,” “INTEND,” “PLAN,” “BELIEVE,” AND OTHER WORDS AND TERMS OF SIMILAR MEANING IN CONNECTION WITH A DESCRIPTION OF POTENTIAL EARNINGS OR FINANCIAL PERFORMANCE. ANY AND ALL FORWARD LOOKING STATEMENTS HERE OR ON ANY OF OUR SALES MATERIAL ARE INTENDED TO EXPRESS BPTM’S OPINION OF EARNINGS POTENTIAL. MANY FACTORS WILL BE IMPORTANT IN DETERMINING YOUR ACTUAL RESULTS AND NO GUARANTEES ARE MADE THAT BPTM WILL ACHIEVE RESULTS SIMILAR TO BPTM OR ANY OTHER CLIENT, IN FACT NO GUARANTEES ARE MADE THAT CLIENT WILL ACHIEVE ANY RESULTS FROM BPTM IDEAS AND TECHNIQUES IN BPTM’S PROGRAM(S) OR BPTM CONTENT.
NO REPRESENTATION OR OTHER AFFIRMATION OF FACT WHICH ARE NOT CONTAINED IN THESE TERMS, INCLUDING STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, ACCURACY OR PERFORMANCE OF THE PROGRAM OR BPTM CONTENT, WHETHER MADE BY BPTM OR OTHERWISE, WILL BE DEEMED TO BE A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF BPTM.
8. CLIENT WARRANTIES.
Client represents and warrants that Client shall use the Program and BPTM Content solely in a manner and for the purposes for which the Program and BPTM Content was designed. Client shall not: (a) access or use any Program or BPTM Content after termination of the applicable Program Agreement; (b)disassemble, decompile, reverse engineer, or modify the Program or BPTM Content; (c) examine the Program or BPTM Content with debugging, memory inspection, or disk inspection tools; (d) rent or sublicense the Program or BPTM Content; (e) permit use of the Program or BPTM Content by any third party; (f) use the Program or BPTM Content in the operation of a service bureau or time sharing arrangement or to provide outsourcing services; (g) disclose, transmit, or store any data or other information that infringes upon the intellectual property or other proprietary right of any third party or violates any third party’s right of privacy; and (h) use the Program or any BPTM Content in violation of any applicable law or regulation.
Client hereby agrees to indemnify, defend, and hold BPTM, its officers, employees, agents, and representatives harmless from and against any cost, claim, or damage arising out of or related to: (a) Client’s material breach of these Terms or any BPTM policy; (b) Client’s infringement of the intellectual property or other proprietary of any third party or a violation of any third party’s right of privacy; (c) Client’s introduction or transmission of any virus, malware, or other harmful code into BPTM’s network or computer system including the Program; (d) Client’s breach of any Confidential Information; (e) Client’s negligence, willful misconduct, or violation of law; or (f) Client’s use of the Program or BPTM Content in a manner not permitted by these Terms.
10. LIMIT OF LIABILITY
CLIENT AGREES THAT ANY USE OF THE PROGRAM(S) AND BPTM CONTENT IS AT CLIENT’S OWN RISK AND THAT THE PROGRAM(S) AND BPTM CONTENT IS BEING PROVIDED AS AN EDUCATIONAL SERVICE. NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER BASED UPON BREACH OF CONTRACT, WARRANTY, OR STATUTORY DUTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, OR OTHERWISE. IN NO EVENT SHALL BPTM’S TOTAL LIABILITY UNDER ANY PROGRAM AGREEMENT EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY CLIENT IN THE TWELVE (12) MONTH PERIOD PROCEEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
11. FORCE MAJEURE
In the event BPTM is unable to perform its obligations under any Program Agreement due to an event or cause beyond BPTM’s reasonable control, including without limitation acts of God, war, curtailment or interruption of transportation facilities, threats or acts of terrorism, State Department travel advisory, labor strike or civil disturbance, interruptions in internet service, or other conditions that make it inadvisable, illegal, or impossible, either because of unreasonable increased costs or risk of injury, for BPTM to perform under a Program Agreement, then BPTM’s performance shall be excused and/or extended without liability for the period of delay or inability to perform due to such occurrence.
12. INDEPENDENT CONTRACTOR STATUS
Nothing in this Agreement is to be construed as creating a partnership, joint venture, employment, or any other similar relationship. Each party shall be an independent contractor in its performance under any Program Agreement and shall retain control over its personnel and the manner in which such personnel perform there under. In no event shall such persons be deemed employees of the other party by virtue of participation in or performance of any Program.
13. EQUITABLE RELIEF
The parties acknowledge and agree that there may be no adequate remedy at law for the failure of the other party to comply with any of the material terms and conditions of these Terms, including, without limitation, a failure to cease the use of the Program or any BPTM Content upon termination of the Program Agreement or a breach of the confidentiality provisions set forth herein. The parties agree that, in the event of any such failure, the non breaching party shall be entitled to equitable relief by way of temporary restraining order, temporary injunction and permanent injunction and such other and further relief as any court of competent jurisdiction may deem proper.
Through the course of BPTM performing its obligations under any Program Agreement, and in Client’s access and use of any Program or BPTM Content, Client may receive Confidential Information of BPTM. As used herein, the term “Confidential Information” refers to all non-public information of BPTM including, but not limited to business plans, financial information, pricing and sales data, marketing research, methods, protocols, processes, manuals and training materials, ideas, concepts, designs, inventions (whether patentable or not), customer lists, vendor lists, distribution methods, computer programs and algorithms, business methods, trade secrets, know how, reports, discussions and negotiations under any Program Agreement and any other data or information which by its nature could adversely affect BPTM, if it were disclosed to, or used by competitors or other third parties whether disclosed in written, electronic, or oral form or by visual inspection.
Information will not be deemed Confidential Information if it (a) is known to the Client prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (b) becomes known to the Client directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Client; or (d) is independently developed by the Client, as corroborated by written evidence keep in the ordinary course of the Client’s business. Upon the termination of any Program Agreement, Client shall promptly return or destroy any Confidential Information of BPTM and confirm in writing that the recipient retains no copies.
Client will implement commercially reasonable security measures to maintain the confidentiality of BPTM’s Confidential Information and use the Confidential Information solely in connection Client’s use and access of a Program or BPTM Content.
15. SELF PROMOTION POLICY
Client and Client’s officers, employees, agents, and representatives are prohibited from conducting self promotion activities that encourage other clients of BPTM to view, review, comment on, purchase, or use any non-BPTM product or service. All self-promotion efforts and activities are expressly prohibited, with no exceptions. This includes all verbal, written, or electronically distributed efforts and activities. A graduated penalty system is in place to address violations. This system takes into consideration that on very rare occasions accidental violations may occur; however, repeated violations imply that Client does not have systems in place to uphold these Terms and the Program Agreement. All violations are tracked.
First Violation – Client will receive notification of the violation from BPTM staff and it will be noted
on Client’s record.
Second Violation – Client will receive notification of the violation from BPTM staff and it will be noted on their record. BPTM will take the violation into consideration when determining Client’s consequences and course of action. BPTM has the ability to proceed directly to Third Violation consequences.
Third Violation – Client will receive notification of the violation from the BPTM staff and it will be noted on their record. BPTM will determine a course of action, which may include limiting, suspending, or terminating Client’s access to or use of any/all social media groups, prohibition to accessing course material, exclusion from the BPTM promotional materials, forfeiture of the ability to join future products/services offered by BPTM, and termination of any Program Agreement. Client shall at all times remain responsible for paying all fees due under any applicable Program Agreement for the remainder of the current subscription term regardless of any limitations, suspensions, or termination implemented by BPTM pursuant to this Section 15. BPTM may also place the Client on “Provisional Status.” If placed on Provisional Status, Client must be free of violations for a period of 6-months in order to be considered for return to Program.
If any provision of these Terms is held by to be invalid or unenforceable, the remaining provisions shall nevertheless continue in full force. The failure of either Party to exercise any right provided for herein will not be deemed a waiver of that right or any further rights hereunder.
17. PROMOTION OF THIRD PARTY WEBSITES, PRODUCTS, AND SERVICES
From time to time, BPTM may endorse, promote or suggest third party websites, services, and/or products for sale. In some cases, BPTM will be compensated if Client decides to purchase that service or product based on BPTM’s recommendation. In other cases, BPTM will receive the product for free for review purposes. Client is at all times responsible for performing its own due-diligence before making any purchase from third party vendors. Any such purchase shall be between Client and the applicable third party vendor.
18. NON-DISPARAGEMENT AND NON-COMPETITION.
Neither Client nor any of Client’s associates, employees or affiliates will directly or indirectly, in any capacity or manner, make, express, transmit speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparaging, derogatory, or negative toward, BPTM or its Program(s), BPTM Content, members, owner directors, officers, affiliates, subsidiaries, employees, agents or representatives.
In the event Client has participated in BPTM’s Inside Circle Facebook Group, Client further agrees that for the term of the applicable Program Agreement that access is a part of, and for a period of two (2) years after termination of such Program Agreement, Client shall not directly or indirectly, on Client’s own behalf or on behalf of or in conjunction with any person, business, firm, company, or other entity, set up, join, become employed by, be engaged in, or provide any advice or services to, any enterprise (including, without limitation, any corporation, partnership, proprietorship, or other venture) which competes with BPTM.
Client may not assign these Terms or any Program Agreement without express written consent of BPTM. BPTM may freely assign these Terms or any Program Agreement without the prior consent of Client.
BPTM hosts various events throughout the year. Any seats deposits taken from BPTM Bootcamps are to reserve Client’s seat for the event. This $100 BPTM Bootcamp seat reservation will be charged to Client’s credit card on file upon Client’s registration for the Bootcamp. These deposits will be refunded to Client within fourteen (14) business days of attending the Bootcamp if Client submits a request for a refund of the deposit prior to the close of the event in attendance. If Client does not request a refund of the deposit(s) within this fourteen (14) day period, the deposit(s) will be donated to a charity of BPTM’s choice.
21. DECLINED PAYMENTS
BPTM will charge Client’s credit card for any fees due on the 20th of each month unless other payment terms are expressly set forth in such Program Agreement. In the event the Client’s card is declined, BPTM will make reasonable efforts to notify Client. Client has five (5) business days to report back to BPTM with an alternative payment method that is accepted by BPTM or notification that the issue of the card on file has been resolved. If BPTM is not contacted by Client within five (5) business days of notification of the declined payment(s), BPTM will suspend Client’s use and access of the applicable Program. This suspension does not relieve Client of any payment obligations and Client shall at all times remain responsible for paying all fees due for the remaining subscription term. To restart services after suspension, a set-up fee of $200 USD will be charged to Client. If Client is a repeat offender of payment declines/rejections, BPTM reserves the right to terminate the Program Agreement for cause and/or charge an additional fee. BPTM also reserves the right to turn over our account receivables over to a collection agency for any amounts that are sixty (60) days past due. Client shall be responsible for paying all fees and costs incurred by BPTM in recovering any past due payments.
22. RESOLUTION OF DISPUTES.
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, United States of America. All disputes between the Parties shall be settled in the state and federal courts located in Allegheny County, Pennsylvania.
Any notices to be given hereunder by either party to the other may be affected by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested unless another form of delivery is deemed acceptable by the parties as set forth in any Program Agreement. Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of three (3) days after the date of mailing. For purposes of these Terms, “personal delivery” includes notice transmitted by fax or email. The following addresses should be used when sending any notice to BPTM:
Via mail: 690 S Highway 89, Ste 200, Jackson, WY 83002
Notices to Client shall be delivered to the physical address and/or email address on file with BPTM. These Terms shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, administrators, successors and permitted assigns. Any breach or the failure to enforce any provision hereof shall not constitute a waiver of that or any other provision in any other circumstance. These Terms constitute and contains the entire agreement between the parties with respect to its subject matter, supersedes all previous discussions, negotiations, proposals, agreements and understandings between them relating to such subject matter. In the event of a conflict between these Terms and any Program Agreement, the Program Agreement shall govern.