PETE TANSLEY INNER CIRCLE TERMS & CONDITIONS

By participating in the INNER CIRCLE (hereafter “IC”), or the IMPACT ACADEMY, or the FIT PRO ACADEMY,  signing the IC Agreement, or signing the “IMPACT ACADEMY OUR PROMISE”, or accessing the Member’s Site (hereafter “Site”) you are agreeing to the following terms.

Overview

The terms “Company”, “we”, “us”, and “our” refer to Pete Tansley Inc. The term “Site” refers to petetansley.com/blog and/or petetansley.com. The term “Client”, “user,” “you” and “your” refers to clients, client team members (including employees, contractors and other representatives of client and client’s company) and any other users of the site. The terms “Service” and “Program” refers to the services included in Pete Tansley Inner Circle membership as outlined below.

Use of the Service, including all information and educational materials presented herein by Pete Tansley, is subject to the following terms and conditions. These Terms and Conditions apply to all clients and all other users of the site. By using the Site or Service you agree to these Terms and Conditions, without modification, and acknowledge reading them.

1. Scope of Services

(a) Coaching and membership includes the following services:

• Monthly training and interviews on topics related to fitness businesses;
• Bi-weekly coaching calls facilitated by the Pete Tansley team;
• Monthly virtual co-working sessions facilitated by the Pete Tansley team;
• Access to and support of the Pete Tansley team with fellow members via a private Facebook group;
• Access to learning materials in a membership site on topics related to thePete Tansley Model on the Site;
• Access to group and 1:1 coaching sessions with the Pete Tansley team, upon request;
• Access to in-person, two-day retreats per year (overnight accommodations not included.)

The membership services outlined above are hereafter referred to as “the Services” or “Program.”

(b) Any additional services provided by Company to Client may require additional fees to be discussed and agreed upon by the parties.

2. Client Duties

(ai) Impact Academy Compensation: In consideration for the Services provided by us to you as set forth in paragraph 1 above, you agree to pay us the current program fee at the time of joining as a one lump sum payment or in 2 installments. You understand that you will not receive an invoice reminder for these payments. In the event that any authorized charge applied by us to your card fails, you remain responsible for payment as agreed herein, as well as any penalty fees as detailed in paragraph (b).

(aii) Inner Circle Academy Compensation: In consideration for the Services provided by us to you as set forth in paragraph 1 above, you agree to pay us the current program fee at the time of joining as a one lump sum payment or in 12 x monthly installments. You understand that you will not receive an invoice reminder for these payments. In the event that any authorized charge applied by us to your card fails, you remain responsible for payment as agreed herein, as well as any penalty fees as detailed in paragraph (b).

(b) Late payment fee. If any fee outlined in paragraph (a) remains unpaid on the 7th day following its due date, a penalty fee of ten percent (10%) of the payment due will be assessed. We reserve the right to restrict your access to the Services or terminate your participation in the Services unless and until all outstanding program fees and assessed penalties are paid in full.

(c) Tools to be Provided by You. You agree to provide all tools, information and documentation that may be required by us to effectively perform said responsibilities in connection with the Services.

(d) Additional Client Duties. You understand that your success in the program is dependent upon your level of participation in the Services. In order to get the most out of the Service, you must also work to implement the tools and strategies learned throughout the Service, and make considerable efforts toward your own business development on your own time during the term of Services. You are responsible for requesting additional support from us if needed.

3. Terms

– Impact Academy 

The term of these Terms and Conditions shall be 3 months beginning on the date of the first payment or July 6, 2019, whichever comes later. The term shall be automatically renewed for an additional twelve months upon your request and/or continued use and participation in the Services.

– Inner Circle 

The term of these Terms and Conditions shall be 12 months beginning on the date of the first payment or July 6, 2019, whichever comes later. The term shall be automatically renewed for an additional twelve months upon your request and/or continued use and participation in the Services.

4. Cancellation and Refunds

Cancellations and refunds are not permitted. Chargebacks are not permitted.

5. No Legal Services and No Attorney-Client Relationship

You understand that enrollment and participation in the Services does not amount to an Attorney-Client relationship between you and us, our employees, or contractors unless we enter into a separate written agreement with you for legal services. You further understand that, although legal information may be communicated to you during the Services, such information is not legal advice. Your reliance on such legal information is at your own risk.

6. Confidentiality

(a) Client Information: Any and all Client information and data of a confidential nature, including but not limited to any and all design, creative, marketing, sales, operating, performance, know-how, business and process information (hereinafter referred to as “Confidential Information”), shall be treated by Company in the strictest confidence and not disclosed to third parties or used by Company for any purpose other than for providing Client with the services specified hereunder without Client’s express written consent, other than to comply with law. Confidential Information shall not include any information which (a) becomes available to the public through no breach of confidentiality by Company, (b) was in Company’s possession prior to receipt from the disclosure, (c) is received by Company independently from a third party free to disclose such information, or (d) is independently developed by Company without use of the Client’s Confidential Information.

(b) Participant Information: Client agrees to keep confidential any Confidential Information, as defined in paragraph 7(a), shared by fellow participants in the Program (herein referred to as “Participants”).  Any Confidential Information shared by Participants is confidential, Proprietary, and belongs solely and exclusively to the Participant who discloses it. Client agrees not to disclose, reveal or make use of any Confidential Information or any transactions, during discussions, on the Facebook group or otherwise. Client agrees not to use such Confidential Information in any manner other than in discussion with other Participants during the Program. Confidential Information shall not include information rightfully obtained from a third party. The client will keep Participants’ Confidential Information in the strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, loss, and theft.

(c) Company Information: Client agrees to keep confidential any Confidential Information, as defined in paragraph 7(a), shared by Company in the Program.  Any Confidential Information shared by Company, its employees or contractors is confidential, Proprietary, and belongs solely and exclusively to Company. Client agrees not to disclose, reveal or make use of any Confidential Information or any transactions, during discussions, on the Facebook group or otherwise. Client agrees not to use such Confidential Information in any manner other than in discussion with other Participants during the Program. Confidential Information shall not include information rightfully obtained from a third party. The client will keep Company’s Confidential Information in the strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, loss, and theft.

(d) Non-Disparagement: Client shall, during and after the participation in the Program refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding Company, or any of Company’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.

(e) Violations of Confidentiality: Client agrees that if Client violates or displays any likelihood of violating this paragraph 7 the Company and/or the other Program Participant(s) will be entitled to injunctive relief to prohibit any such confidentiality violations to protect against the harm of such violations.

7. Ownership of Intellectual Property

Client agrees that the Program contains proprietary content (“Intellectual Property”) that is owned solely by Company and/or its licensors and is protected by copyright, trademark, and any other applicable intellectual property laws. The company retains the sole right to use, reproduce, and distribute the Intellectual Property throughout the world in any and all mediums.

Company grants Client a license to use the Intellectual Property solely for Client’s own non-commercial purposes. Client agrees that it has no right to create derivatives of, share, reproduce, distribute, modify, translate, post, license, sell, a loan or otherwise exploit the Intellectual Property, whether commercially or non-commercially, and acknowledges that doing so constitutes a violation of the law. For the avoidance of doubt, Client agrees not to create any derivative products, blog posts, websites, guides, worksheets, toolkits, videos, audio recordings, or the like based on Company’s Intellectual Property or that in any way violate Company’s Intellectual Property. Any registered or common law trademark, service mark, logo or tagline used in conjunction with the Program is the property of the Company. Client may not use such trademarks or service marks for any purpose except with written permission by Company.

8. Warranties

(a) Company’s Warranties: Company represents, warrants and covenants that, Company has full authority to enter into these Terms and Conditions and all of the Services, whether performed by Company or any of its subcontractors, will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable and qualified personnel.

(b) Client’s Warranties: Client represents, warrants and covenants that Client has full authority to enter into these Terms and Conditions and has or will obtain, during all times relevant hereunder, all of the necessary consents, rights, licenses, clearances, releases or other permissions to lawfully consummate the transactions and lawfully discharge, in all material respects, each and every of Client’s obligations or duties set forth hereunder, whether performance is due now or hereafter during the Term.

(c) EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED THROUGHOUT THESE TERMS, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

9. Limitation of Liability

(a) IN NO EVENT SHALL COMPANY HAVE ANY LIABILITY TO CLIENT FOR ANY LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND

(b) IN NO EVENT SHALL COMPANY’S LIABILITY TO CLIENT EXCEED THE FEES PAID BY CLIENT UNDER THESE TERMS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY.

(c) THE FOREGOING LIMITATIONS IN THIS SECTION 11 SHALL NOT APPLY TO A BREACH OF CONFIDENTIALITY BY A PARTY HEREUNDER OR THE OBLIGATIONS UNDER PARAGRAPHS 6, 9 AND 19.

10. Effect of Headings

The subject headings of the paragraphs and subparagraphs of these Terms and Conditions are included for convenience only and shall not affect the construction or interpretation of any of its provisions.

11. Entire Agreement; Modification; Waiver

These Terms, coupled with the Signed Agreement, constitute the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of these Terms and Conditions shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of these Terms and Conditions or the PTIC Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

12. Neutral Construction

These Terms and Conditions were prepared by the Company and/or Company’s legal counsel. It is expressly understood and agreed that these Terms and Conditions shall not be construed against Company merely because they were prepared by its counsel; rather, each provision of these Terms and Conditions shall be construed in a manner which is fair to both parties.

13. Changed Terms

We may at any time amend these Terms and Conditions. Such amendments are effective immediately upon notice to you by us posting the new Terms and Conditions on the Site. Any use of the Site or Service by you after being notified means you accept these amendments. We reserve the right to update any portion of our Site and Service, including these Terms and Conditions at any time. We will post the most recent versions to the Site and list the effective dates on the pages of our Terms and Conditions.

14. Assignment

These Terms and Conditions shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and assigns; provided, however, that Client may not assign any of its rights under these Terms and Conditions, except to a wholly owned subsidiary entity of Client. No such assignment by Client to its wholly-owned subsidiary shall relieve Client of any of its obligations or duties under these Terms and Conditions.

15. Notices

All notices, requests, demands, and other communications under these Terms and Conditions shall be in writing and properly addressed as follows:

Pete Tansley Inc.

1/364 Hawthorne Road

Hawthorne

QLD 4171

Australia

To Client at Client’s address provided at the time of purchase.

Any party may change its address for purposes of this paragraph by giving the other parties written notice of the new address.

16. Governing Law; Venue; Mediation

These Terms and Conditions shall be construed in accordance with, and governed by, the laws of the State of North Carolina as applied to contracts that are executed and performed entirely in North Carolina. The exclusive venue for any court proceeding based on or arising out of these Terms and Conditions shall be Guilford County, North Carolina. The parties agree to attempt to resolve any dispute, claim or controversy arising out of or relating to these Terms and Conditions by mediation, which shall be conducted under the then current mediation procedures of The CPR Institute for Conflict Prevention & Resolution or any other procedure upon which the parties may agree. The parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration or other dispute resolution procedures.

17. Recovery of Litigation Expenses

If any legal action or any arbitration or other proceeding is brought for the enforcement of these Terms and Conditions, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of these Terms and Conditions, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

18. Severability

If any term, provision, covenant, or condition of these Terms and Conditions is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the These Terms and Conditions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

Questions about these Terms and Conditions? Email support@petetansley.com

Updated: July 2019