DGdesign, LLC, D.B.A. Wise Training Owl (“DGdesign”) and your company (“Subscriber”), by and through their authorized representatives, hereby enter into this subscription agreement (“Agreement”) as of the day you complete our subscription form (“Effective Date”).
a. Features Included in Subscription
DGdesign will provide Subscriber with one account login for one (1) month of access to the Wise Training Owl website, which includes all of the following:
- Invitation to participate in one 1-hour live webinar each month to review new and updated courses, ask questions, share your results, and request new course topics
- Access to every course we publish, now and in the future, including but not limited to:
- Monthly Webinar Recordings
- Monthly Marketing To-Do Lists
- Annual Marketing Calendar
- Bi-monthly Email Newsletter Strategies
- General Q&A online support regarding the course content
b. Related Expenses & Services Not Included in Subscription
- Implementation of suggested strategies and campaigns
- Suggested third party expenses, such as: Facebook ads, Google ads, printing costs, email marketing service, mobile apps, or Internet service
- Hardware required to access this Subscription, such as: mobile phone, tablet, or computer
- Business travel requested by Subscriber
- Strategies, advice, or answers to questions specific to the Subscriber’s business, such as one-on-one meetings, questions whose answers do not apply to other subscribers, or questions on topics not covered in the courses
2. Subscriber’s Responsibilities
The Subscriber will perform the following activities:
a. Provide the Appropriate Staff
The Subscriber whose name appears on the account will be able to perform each of the following roles:
- Agreement Decision Maker: has the legal authority to approve or request changes to this Agreement.
- Payee: has the financial responsibility to make payments for this Subscription.
- Trainee/ Marketing Person: To receive the full benefit of this subscription, the trainee should be available to attend or later watch the monthly 1-hour webinar; be knowledgeable about your business' current and future business plans; have access to create content for your business' email newsletter, social media accounts, and online advertising accounts; spend an average of 1-2 hours per week learning course materials; and save time to implement any ideas the Subscriber wishes to try.
b. Make Payments
The monthly fixed cost for the Subscription described herein is listed at the time of subscription and is payable via automatic monthly credit card processing via a third party processor.
3. Completion/Termination of the Agreement
a. Subscription & Agreement Period
The Subscription period shall begin upon successful credit card processing and continue for one month periods (“Completion Date”) until cancelled by the Subscriber.
To end the subscription, Subscriber must cancel through their “My Courses” dashboard.
Each monthly payment provides you with access to the site above for a full, 1-month subscription period. You may cancel at any time in your “My Courses” dashboard; however, as this is a digital subscription, we cannot provide refunds for any reason, including unused subscription days or cancellation before the end of your current, paid 1-month subscription period. When you sign up, you are agreeing to an automatic monthly credit card charge in the amount shown above, which will appear on your credit card statement as “WISE TRAINING OWL”. You might not receive an invoice or receipt for each recurring charge.
In any case of either completion or termination, all inventions, developments, improvements, trade secrets, copyrights, modifications, research, discoveries, concepts, ideas, strategies, techniques, methods, reports, data, designs, graphics, photos, written works, technologies, know-how, processes, and Proprietary Information—whether or not patentable or otherwise protectable—and all intellectual property rights associated therewith, which are (or have been) invented, made, developed, discovered, conceived or created, in whole or in part, by DGdesign, independently or jointly with others, (i) as a result of providing Subscription to Subscriber; and/or (ii) with the use of any of Subscriber’s equipment, supplies or facilities (all of the above - "Inventions"); are and shall remain the sole and exclusive property of DGdesign. DGdesign will do its best to provide what it believes to be original material, but DGdesign cannot and does not warrant or guarantee that anything created for Subscriber constitutes original material and/or can be protected by intellectual property laws.
Subscriber hereby irrevocably and unconditionally assigns to DGdesign any and all rights and monetary interests in the Inventions, without any additional compensation, and Subscriber shall not have any rights and monetary interests whatsoever in or with respect to the Inventions.
The rights detailed under this “Ownership” section shall be world-wide and shall attach to any such Invention notwithstanding that it is perfected or reduced to specific form after DGdesign has ceased providing the Subscription hereunder, provided that its conception arose before then.
4. Other Agreements
Subscriber grants DGdesign the right to publish the Subscriber’s personal name(s), business name(s), location(s), industry, logo, and description of their business on DGdesign’s future advertisements, marketing publications, resumes, interviews, portfolios, and any other promotional mediums maintained by DGdesign.
b. Proprietary, Confidentiality & Non-Disclosure Agreement
“Proprietary Information” shall be defined as any information provided by either Party that is marked as “copyright”, “rights reserved”, or “proprietary”. Both Parties agree not to disclose Proprietary Information without prior written consent from the other Party.
"Confidential Information" shall be defined as any Invention, technical, business or other information with respect to either Party, including but not limited to: know-how, inventions, data, drawings, designs, diagrams, software programs and their sources, processes, methods, formulae, prototypes, and models— all whether or not covered by patents, patent applications, copyrights or other proprietary rights protection— and any financial and business information, trade secrets, agreements, documents, names of potential suppliers and Subscribers, customers, partners or investors, proposed business deals, reports, plans, market studies, focus group results, surveys and projections, and any other information which is confidential or proprietary in nature.
The term "Confidential Information" shall not include any data or information which: (i) either Party shall show that it has already known at the time it was disclosed to it (from sources other than the other Party or any company affiliated with it); (ii) is independently developed without the use of any Confidential or Proprietary Information; (iii) it has become generally known to the public through no wrongful act of either Party; or (iv) it has been rightfully received by the respective Party from a third Party without restriction on disclosure and without a breach of an obligation of confidentiality.
Both Parties agrees to keep at all times in strict confidence any Proprietary Information and Confidential Information that it may receive from the other Party or its representatives, in accordance with the terms above, and shall not: (a) use Confidential Information for any purpose other than the terms of this Agreement, nor (b) publish, transfer or disclose such Confidential Information, in whole or in part, to any person or entity, unless requested to do so by the other Party or by applicable law, all during the period of this Agreement and for a period of two (2) years thereafter, unless either Party has received prior written consent from the other Party.
c. Disclaimer of Warranties
As with any form of marketing, DGdesign cannot warrant or guarantee any business result from the information provided in the Subscription.
Both Parties will use their best efforts at all times to promote and protect the good name of the other Party, as well as that of their respective officers, directors, employees, agents, and contractors. Without limiting the foregoing, both during this Agreement and thereafter, both Parties agree to not defame or disparage the business, services, officers, or other representatives of the other Party, or otherwise do anything to detract from or reflect adversely upon their reputation, nor will either Party engage in any unfair trade practices with respect to the other Party.
e. No Employer-Employee Relations
DGdesign shall be at all times an independent contractor for the Subscriber. No employment relations shall exist or be implied as a result of DGdesign’s engagement in this Agreement. DGdesign shall comply, at its own expense, with the provisions of all applicable requirements and with all laws applicable to its position as contractor, and shall pay and be solely liable for all taxes and compulsory payments applicable to any payment or benefit hereunder.
f. Consent to Subcontract
Neither party shall have the right to assign or subcontract any of its obligations or duties under this Agreement without the prior written consent of the other party, for which consent shall not be unreasonably withheld or delayed.
DGdesign represents that it is free to provide Subscriber with the Subscription upon the terms contained in this Agreement, and there are no legal, commercial or contractual restrictions preventing it from fully performing all its duties hereunder.
h. Indemnity Agreement
DGdesign shall be solely responsible for, and shall indemnify and hold Subscriber harmless from any demand and/or claim and/or suit that will arise against Subscriber and/or its representatives by any third Party that will claim any rights regarding acts that constitute fraud, malice, or gross negligence on behalf of DGdesign.
For claims regarding all acts that are not fraud, malice, or gross negligence on behalf of DGdesign, the Subscriber shall be solely responsible for, and shall indemnify and hold DGdesign harmless from any demand and/or claim and/or suit that will arise against DGdesign and/or its representatives by any third Party that will claim any rights.
5. About This Document
If a court of competent jurisdiction deems any clause or provision in this Agreement to be invalid, illegal, or unenforceable, then the remaining clauses and provisions shall remain effective as though such invalid, illegal, or unenforceable provision or clause never appeared in this Agreement.
b. Force Majeure Event
The Parties are released from their Responsibilities (other than obligations to make payments when due) during the months when either Party is affected by a Force Majeure Event, which is any cause(s) which render(s) a Party wholly or partly unable to perform its Responsibilities under this Agreement, and which are neither reasonably within the control of such Party nor the result of the fault or negligence of such Party, and which occur despite all reasonable attempts to avoid, mitigate, or remedy the event. Force Majeure Events shall include but are not limited to: Acts of God, war, riots, civil insurrections, government-imposed curfews, fires, explosions, utility outages, chemical contamination, epidemics or plagues, acts or campaigns of terrorism or sabotage, embargoes, trade restrictions, acts of any Governmental Authority after the date of this Agreement; and death, disability, or overnight hospitalization of any persons named in this Agreement. If a Force Majure Event continues for thirty (30) days or more, either Party may terminate this Agreement.
In the event of a dispute arising between the Parties to this Agreement, Parties will settle through an arbitrator that is mutually agreeable to both Parties in accordance with the applicable United States Arbitration and Mediation Rules. The arbitrator’s decision shall be final and legally binding, and judgment may be entered thereon.
This contract is performable in Dallas County, Texas, and shall be construed according to the laws of the State of Texas in the United States of America. Any action arising under this agreement shall be maintained in Dallas County, Texas. In any legal proceeding, the prevailing Party shall recover from the other Party the reasonable and necessary amount of any legal fees incurred.
6. Acceptance of This Agreement
Each Party acknowledges that it has had an adequate opportunity to read, study, and consider this Agreement, and to consult with attorneys if it has so desired.
This Agreement shall constitute the entire understanding between the Parties with respect to the subject matter contained herein. This Agreement supersedes all prior communications, representations, and agreements, and can be modified only by the written consent of all Parties.
If either Party approves this Agreement through email acknowledgement then that email and date will be regarded as the legally binding equivalent of a signature in writing.
By creating a Wise Training Owl account, you hereby accept these terms.