1. Acceptance of Terms. The services which RoofCON, LLC provides to its customers (collectively “Customers” and individually as “Customer”) are subject to terms and conditions provided herein (these “Terms & Conditions”). By electing to become a customer of RoofCon, LLC and accepting the Services, each customer agrees to be bound by these Terms & Conditions. RoofCon, LLC reserves the right to update these Terms & Conditions at any time.
2.Description of Services. RoofCon, LLC may provide its Customer with mentoring, networking, training and related services (collectively, the “Services”). The Services shall specifically include, without limitation, the following deliverables: (i) private networking community, (ii) course content, (iii) quarterly events, (iv) weekly calls (v) training and educational materials, (vi) video content, and (vii) individualized coaching services. Notwithstanding the foregoing, RoofCon, LLC reserves the right to alter, add to, discontinue specific elements of the Services contemplated above at any time for any reason. The Services at all times are subject to these Terms and Conditions.
3.Participation In or Use of the Services. Each customer acknowledges that such Customer is participating in or using the Services at its own free will and election. Customer acknowledges that RoofCon, LLC does not have any liability with respect to Customer’s participation in or use of the Services or any loss, damage or claim resulting from such participation or use.
4.Payment Terms. Each Customer shall pay the total cost in the manner mutually agreed upon by Customer and RoofCon, LLC in Customer’s Agreement. Any Fee or portion thereof not timely paid shall be subject to a default fee equal to three percent (3%) of the payable amount. Customer may authorize RoofCon, LLC to process timely credit card or ACH payments. RoofCon, LLC reserves the right to increase the Fee upon written notice to Customer. All fees paid by Customers to RoofCon, LLC are non-refundable.
5.Term and Termination. Each Customer’s fee term shall commence as of the date agreed upon by RoofCon, LLC and such Customer, and shall be concluded as a one time payment (the “Initial Term”). In the event of any termination, Customer shall be responsible for all Fees incurred through the date of termination.
6.Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROOFCON, LLC PROVIDES THE SERVICES “AS IS” AND WITH ALL FAULTS, AND HEREBY EXPRESSLY DISCLAIMS WITH RESPECT TO THE SERVICES, ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BY NOT LIMITED TO, ANY (IF ANY) WARRANTIES, DUTIES OR CONDITIONS OF OR RELATED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY OR COMPLETENESS, NON-INFRINGEMENT.
7.Exclusion of Incidental, Consequential and Certain Other Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ROOFCON, LLC OR ITS SUBSIDIARIES, AFFILIATES, DIVISIONS AND THEIR PAST, PRESENT AND FUTURE OFFICERS, AGENTS, CUSTOMERS, MANAGERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS, JOINTLY OR INDIVIDUALLY BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PROPERTY, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE PARTICIPATION IN OR INABILITY TO PARTICIPATE IN OR USE THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THESE TERMS AND CONDITIONS, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY OF ROOFCON, LLC, AND EVEN IF ROOFCON, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.Limitation of Liability and Remedies. NOTWITHSTANDING ANY DAMAGE THAT CUSTOMER MAY INCUR FOR ANY REASON WHATSOEVER (INCLUDING WITHOUT LIMITATION ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF ROOFCON, LLC OR ITS SUBSIDIARIES, AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, AGENTS, CUSTOMERS, MANAGERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS UNDER ANY PROVISION OF THESE TERMS AND CONDITIONS, AND CUSTOMER’S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY CUSTOMER BASED ON REASONABLE RELIANCE UP THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO ROOFCON, LLC. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING THE PREVIOUS SECTIONS) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS FOR ITS ESSENTIAL PURPOSE.
9.Indemnification. Each Customer releases and hereby agrees to indemnify, defend and save harmless RoofCon, LLC and its subsidiaries, affiliates, divisions and their past, present and future officers, agents, Customer, managers, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of Customer’s negligence actions, errors and omissions, willful misconduct and fraud in connection with Customer’s participation or use of the Services.
10. Arbitration. Any controversy or claim arising out of or relating to Customer’s participation in RoofCon, LLC or the Services shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Any judgment on the arbitration award may be entered in any court having jurisdiction over the subject matter of the controversy. CUSTOMER HEREBY KNOWINGLY AND VOLUNTARILY GIVES UP ANY RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE, CLAIM OR CONTROVERSY WHICH MAY ARISE WITH RESPECT TO CUSTOMER’S ATTENDANCE IN ROOFCON, LLC OR THE SERVICES.
11. License to Use Customer’s Likeness. Customer hereby agrees, consents and grants to RoofCon, LLC the absolute and irrevocable right and permission to use Customer’s name and likeness and to use, reproduce, edict, exhibit, project, display, copyright, resell and/or publish, still photography, moving pictures, and/or videotaped images of Customer with or without Customer’s voice, or in which Customer may be included in whole or in part, photographed, videotaped, and/or recorded at any RoofCon, LLC event, meeting or activity, and to circulate the same in all forms and media for television, advertising, trade, competition of every description and/or any other lawful purpose whatsoever. Customer also consents to the use of any printed material in conjunction therewith.
12. Non-Disclosure of Confidential Information. For purposes of this Section, the term Confidential Information shall mean any information presented by RoofCon, LLC or its instructors, representatives, agents or affiliates or otherwise disclosed pursuant to the Services to Customer that is not generally known except by those participating in the Services and third parties subject to an express or implied obligation of confidentiality to RoofCon, LLC. Customer hereby acknowledges that the Confidential Information is highly sensitive in nature and may also constitute trade secrets of RoofCon, LLC. Therefore, Customer hereby agrees that Customer has a duty to maintain the Confidential Information as proprietary and secret. Customer further acknowledges that disclosure to Customer of the Confidential Information is made in the strictest of confidence and that Customer shall maintain the Confidential Information as confidential and secret, and shall not make any unauthorized disclosure, use, publication, dissemination or other communication of the Confidential Information to any third party. Customer shall not disclose, use, publish, disseminate or otherwise communicate, directly or indirectly, in whole or in part, at any time or in any manner, any Confidential Information without the prior written consent of RoofCon, LLC in each instance. Any Confidential Information that Customer acquires or becomes acquainted with pursuant to the Services may not be reproduced, copied, summarized or published in any manner whatsoever without the prior written consent of RoofCon, LLC in each instance. Customer acknowledges and agrees that any breach of this covenant of non-disclosure will cause irreparable injury to RoofCon, LLC and that monetary damages alone will not provide an adequate remedy to RoofCon, LLC. Accordingly, Customer agrees to the enforcement of this covenant through equitable remedies, including specific performance and injunctive relief.
13. Waiver. Each Customer, in consideration of its participation, hereby releases RoofCon, LLC and its employees, officers, managers, Customers and agents, from any and all liabilities, claims, costs, losses or damages (including claims arising from RoofCon, LLC’s own negligence), whether resulting in property damages, personal injury, illness, death, inadequate security, theft, or economic losses that such Customer may suffer or which results from Customer’s use of the Service or participation in any events, meetings, or activities included within the Services and/or using any of RoofCon, LLC’s facilities or equipment. Customer understands that Customer’s participation in any RoofCon, LLC-sanctioned activity/event and/or use of RoofCon, LLC’s equipment or facilities may involve some risk of personal injury from time to time. In the event of an emergency, Customer hereby authorizes RoofCon, LLC to secure from any licensed hospital, physical or licensed medical personnel any treatment deemed reasonable and necessary for Customer’s immediate care. Customer agrees that Customer will be responsible for payment of any and all medical services rendered.
14. Severability. In the event that any provision or portion of these Terms and Conditions is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of these Terms and Conditions shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
15. Legal Disputes. In the event of any legal dispute regarding the interpretation or enforcement of these Terms and Conditions, the prevailing party in such dispute shall be entitled to recover from the other party its costs and expenses incurred in such dispute, including reasonable attorneys’ fees.
16. Entire Agreement. These Terms and Conditions constitute the entire agreement and understanding between the parties with respect to the subject matter hereof, and hereby supersedes and replaces and prior agreements between the parties, whether written or oral relating to the subject matter hereof.
17. Assignment. Customers may not assign or transfer their participation without the prior written consent of RoofCon, LLC.
18. Governing Law. These Terms & Conditions, the Services, and each Customer’s participation shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to conflict of law principles thereof.
19. Modifications. These Terms and Conditions may be amended and updated from time to time at the sole discretion of RoofCon, LLC. Modified versions of these Terms and Conditions will be considered effective as of the date posted to RoofCon, LLC’s website or otherwise delivered to the buyer via email. Each Customer’s continued use of the Services after such modifications will signify each buyer’s continued acceptance of, and agreement to be bound by these Terms and Conditions, as so modified.