TERMS

UPDATED JUNE 2019

Magnetic Sales Systems® (the “Company”) WELCOMES YOU TO www.XXXXXXX (the “Site”). WE ASK THAT YOU READ THE FOLLOWING TERMS OF USE, WHICH CONSTITUTE A LICENSE, THAT COVER YOUR USE OF THIS SITE AND ANY OTHERS OWNED AND OPERATED BY THE COMPANY AND ANY TRANSACTIONS THAT YOU ENGAGE IN THROUGH THIS SITE (the “AGREEMENT”).

BY ACCESSING, VIEWING, OR USING THIS SITE, AS WELL AS ALL RELATED WEBSITES AND PROGRAMS OPERATED BY THE COMPANY, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE WITH THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, PLEASE DO NOT USE THIS SITE.

When you register and or voluntarily provide your personally identifiable information to the Company, you expressly consent to receive any notices, announcements, agreements, disclosures, reports, documents, and communications concerning new products or services, or other records of correspondence from the Company. This consent is to receive notices electronically by way of email.

Program

Magnetic Sales Systems® and Barry S. Rutten, CFP® (herein referred to as "Consultant") agrees to provide Sales Training Programs (herein referred to as "Program”) to the undersigned insurance agency owner (herein referred to as “Client”) indicated on the last page of the signed Terms of Participation document, in the signatures section, in exchange for the Program Fee. 

Terms of Participation

Intellectual Property Non-Disclosure Agreement

In order to participate in any of the sales training programs (herin referred to as "Program" or Multi-Line Sales Mastery™ (MLSM), Multi-Line Sales Mastery™ Accelerator, High Premium Life Insurance Sales Mentorship™ (HPLISM), High Premium Life Insurance Sales Mentorship™ Accelerator), and as a condition of accessing, continuing to access and/or using any Program Materials & Intellectual Property provided to Client by Consultant as part of the Program, Client agrees to the following:

Terms of Participation in the Program

Copyright Protection and Distribution Prevention of Program Materials and Intellectual Property

The Program provides the Client with access, via an online program content delivery platform, to certain Program Materials and Intellectual Property (collectively, the “Materials”) that Consultant has developed, at considerable time and significant expense to Consultant.

Except for a limited, revocable, non-exclusive license expressly granted to you herein, this Agreement does not grant Client any ownership or other right or interest in the Materials or any other component of the Program.

All Materials will remain the property of the Consultant and are copyright and trademark protected. The Client is granted a limited, revocable, non-exclusive license of the Materials upon the following terms and conditions:

1. Title, copyright, intellectual property rights and distribution rights of the Materials and Intellectual Property remain exclusively with the Consultant. Unauthorized use of the Materials may violate copyright, trademark, and other laws.
2. Client shall not provide, distribute, share or otherwise make available, via any means, written, verbal, oral or electronic, the Materials provided to the Client with any person, corporation, partnership, association or entity other than the properly insurance licensed employees of Client. Client shall be responsible for the supervision, protection, management, control and non-disclosure of the Materials shared with employees of Client.
3. Excluding the licensed employees of Client, Client will not use the Materials to coach, train, teach, present, share or otherwise educate others regarding the concepts and content of the Program and the Materials. This prohibition applies to one-on-one communication, formal or informal study groups, mastermind groups, online discussion groups, social media, insurance carrier meetings or platform presentations, etc. Client may reference the beneficial nature of the Program and the Materials, as well as the results obtained from the Program, to encourage peers and colleagues to engage the services of Consultant. 
4. Client will make all reasonable efforts to prevent the Materials from being saved to portable electronic media such as CD/DVD, USB drives, external hard drives or online cloud based storage, etc. by Client and/or employees of Client. Client and Client’s employees are specifically prohibited from saving the Materials to and/or backing up the Materials to proprietary corporate owned or provided computers and computer networks not owned by or in the exclusive personal control of the Client and Client’s employees.  If Program Materials are saved, they should only be saved to the personal computer(s) owned by Client and not saved to any personal computer(s) owned by Client’s employees. Client will instruct employees of Client to follow the meaning and intent of this section when employees of Client have access to the Materials.
5. The Program and the associated Materials are for the sole and exclusive use of the Client solely within the insurance agency named in the Agreement on the signature page. Client will make all reasonable efforts to protect the Materials from being saved to portable electronic media and removed or copied and physically removed from the premises where the Client conducts business or scanned and transmitted via e-mail.  Without limiting the scope of Client’s reasonable efforts in this regard, Client shall exert at minimum the same efforts Client makes to protect Client’s own proprietary materials and intellectual property. 
6. Materials and Intellectual Property include, but are not limited to: program overviews, program syllabus, training modules, coursework, lesson plans; prospecting, appointment setting and sales presentation scripts; sales word tracks; sales concept training materials; client/prospect presentations; diagrams, sales tools and techniques, processes, systems and strategies related to the sale of insurance and financial services products contained within the online program content delivery platform that Consultant shares with Client during the Program.
7. Materials and Intellectual Property also include, but are not limited to: Client made audio and/or video recordings of live training sessions, delivered either in person or via videoconference; Client made audio and/or video recordings of online, pre-recorded training presentations; pre-recorded training presentations and associated material such as PDF’s, MP3’s, MP4’s, etc.
8. Client nor Client employees will not delete, remove or alter any logo, copyright, trademark or other proprietary rights notices from any Materials. 
9. Client will not sell the Materials nor create derivative works of the Materials for the purposes of making them available for sale.
10. Client may share the Materials with employees of Client, at the discretion of Client. Only the Client (not the employees of Client) is granted a limited, revocable, non-exclusive license of the Materials.
11. Neither Client, Client’s employees nor anyone hired by Client is permitted to copy, transfer or create derivative works of the Materials for the purpose of placing the Materials or any part or component of the Materials on, or for inclusion in, a third party platform or website of any kind. The Materials must remain in their current form and may not be extracted from the online content delivery platform, altered, transferred, transmitted or uploaded to any outside application, website, training, tracking, support or sales platform, regardless of whether the Client owns or is licensed to use the third party platform.
12. Client will continue to honor the requirements of this section in perpetuity regardless of whether this Agreement terminates in the future.
13. Client will inform present and future employees of Client who have any access to, and/or use of the Materials, that they are expected to abide by all of the above terms contained in this section and will be reminded of their responsibility to honor same upon termination of employment.
14. Client shall be responsible for the supervision, protection, management, control and non-disclosure of the Materials, to include the employees of Client.
15. Upon termination, Client will communicate with departing employees of Client the necessity to not remove any Materials in any form from the premises, either in print or electronically. Any Materials in the possession of the employees of Client, in any form, written or electronic, shall be returned to the Client prior to the point of termination.
16. Client’s access to the Program will be terminated if any of the requirements of this section are violated.

Program Success Requirements Acknowledgement

Client acknowledges that the  Program, which involves the transfer of sales training and sales presentation concepts and techniques for insurance and financial services sales professionals, requires extensive self-study, practice, focused implementation and consistent use by Client to attain proficiency and desired results.  

Client acknowledges that personally consuming the pre-recorded Program training modules/lessons and personally reviewing the study materials (watching videos, reading documents, listening to recordings, etc.) as well as personally participating in live coaching and Q&A sessions as offered in the Program is essential for full understanding of the sales system and for successful Program implementation.  Other than scheduled vacation or illness, Client will make every effort to participate in all live coaching and Q&A sessions. 

Client recognizes that direct knowledge of the Material is essential for gaining the ability to effectively use the concepts with customers of Client and to have the ability to lead, train and coach employees of Client through the Program should the Client choose to do so.

Client further acknowledges that different people learn at different speeds and therefore Client acknowledges Consultant cannot make any promise as to the speed of proficiency attained, the level of skills achieved, or the results obtained by Client within a given time period.

Client further acknowledges the need to utilize the Program training and coaching with actual prospects and customers/clients of the Client and to gain real world experience and feedback as to the skill level and proficiency attained by the Client.

Client acknowledges the availability of, and is encouraged to take advantage of, the opportunity to request and obtain feedback from Consultant regarding the use, application and implementation of the Program and Program Materials during the Program, in order for Consultant to provide corrective and instructive feedback to Client.

Client Responsibility and No Warranty of Results

The Program is provided for strictly educational purposes only. Client accepts and agrees that Client is responsible for their progress and results from the Program. Consultant makes no representations, warranties or guarantees verbally or in writing.

The customer conversations, product recommendations and/or product sales made to customers and/or clients of the Client’s insurance agency by Client and Client’s employees are the sole responsibility of the Client. 

No Warranty of Results

The business results obtained by Client will vary depending on the individual efforts of Client and employees of Client and the willingness of Client and employees of Client to embrace, adopt, practice and implement the Program.  Therefore, Consultant makes no warranties whatsoever, neither expressed nor implied, regarding the results the Client may obtain from the Program. 

Client understands there is no guarantee that Client will reach their goals as a result of participation in the Program.

No Refund

Due to the valuable nature of the  Program, the rapid transfer of the Program content and Materials to the Client and the ongoing value of the Materials and Intellectual Property shared with Client, there are no refunds of Program Fees paid.  By accepting the terms of this Agreement, Client agrees and understands that Client is foregoing the right to claim any refund of fees paid for access and use of the Program(s) offered by Consultant. Client further acknowledge that in accepting the terms of this Agreement and affirmatively seeking the benefits of such Program(s), Client is taking full responsibility for Client’s own success. Thus, Client agrees that Client will not request a refund.

Confidentiality

The Parties acknowledge and agree that all information concerning either Party’s business shall be treated as confidential information, to be used only in accordance with the provisions and performance of this Agreement and shall not be disclosed in any form without the express, written consent of the other Party.  Any personally identifying information (names, SSN, address, copies of any statements, etc.) about the customers of the Client is not needed in the performance of this Agreement. Consultant will not request personally identifying information from Client and Client agrees not to provide Consultant with personally identifying information about the customers of Client. 

Indemnification

Client assumes liability for, and shall indemnify, defend, protect, save and hold Consultant harmless from and against any and all claims, actions, suits, costs, liabilities, judgments, obligations, losses, penalties, damages and expenses (including reasonable legal fees and expenses) of whatsoever kind or nature arising out of use of the Program by Client or any breach or alleged breach by Client of any of its warranties, representations, covenants or obligations made pursuant to this Agreement.

Dispute Resolution

In the event of any unresolved controversy, dispute or claim arising out of or relating to this Agreement, or a breach thereof, the Parties will attempt to resolve the dispute through friendly and cooperative consultation. If the dispute is not resolved in a reasonable amount of time through discussion between the Parties, then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the State of Washington.  The arbitrator’s decision and award will be final, and judgment may be entered upon it by any court having jurisdiction within the State of Washington. 

Entire Agreement

The Agreement contains the entire understanding between the Parties with respect to the subject matter herein and supersedes any prior discussion or agreements between the Parties regarding the subject matter.  This Agreement may be changed or amended only by an amendment in writing signed by the Parties.

Limitation of Liability

It is understood and agreed that Consultant will not be liable to the Client, or any agent or associate of the Client, for any mistakes, omissions or errors in judgment or for any act or omission done in good faith and believed to be within the scope of this Agreement.

Errors or Omissions

Consultant assumes no responsibility for unintentional errors or omissions that may appear in any Program Materials.

 Severability

The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

Survivability

The Copyright Protection and Distribution Prevention of Program Materials and Intellectual Property section above shall survive the completion of Client participation in the Program and will remain in force and in effect in perpetuity.

Client acknowledges and agrees that during, and any time after the completion of the Program, Client has an ongoing duty not to disclose and control the supervision of the Materials as outlined in the Copyright Protection of Program Materials and Intellectual Property section above.

By accepting the terms of the Agreement, Client commits to completing the entire Program and agrees to faithfully watch all of the training videos, read and study the training documents and utilize the quick reference sheets, follow the suggested learning process and engage in the necessary role-play practice and real time usage with actual clients in order to gain proficiency, to the best of Client’s ability. Client further agrees to attend all scheduled live Q&A and coaching sessions included as part of the Program. Client also acknowledges that creating results requires tremendous effort and Client is prepared and committed to faithfully make that effort.