NLP Times Customer Agreement

Important: : I agree to pay the amount agreed and not to cancel this transaction with my bank or Credit Card Company. I will contact NLP Times support to resolve any problem with my order. I understand that NLPTIMES.COM (D&T New Media Limited) may initiate a collection and submit a negative report to Consumer Credit Reporting agencies. Credit Card Fraud is a criminal offense in any country. I UNDERSTAND THAT THE PROGRAM IS NOT A SOFTWARE PACKAGE (unless otherwise stated) AND THAT NOT LOGGING INTO THE TRAINING PORTAL, SOFTWARE OR DOWNLOAD CENTRE DOES NOT VOID ANY PART OF THE AGREEMENTS.

Universal Terms for NLP Times Software, Products and Services (herein referred to as “Products”) below...

This Agreement ("Agreement") is by and between D&T New Media Limited And/or its subsidiaries and agents ("NLP Times") and You, Your heirs, agents, successors and assigns ("You"), and is made effective as of the date of electronic execution. This Agreement sets forth the terms and conditions of your use of NLP Times software (“Software”), Products (“Products”) and services (“Services”) and explains NLP Times’ obligations to you and your obligations to NLP Times in relation to the Software, Products and Services You purchase.

This Agreement as well as any additional NLP Times policies, together with all modifications thereto, constitute the complete and exclusive agreement between you and NLP Times concerning your use and purchase of NLP Times’ Products, and supersede and govern all prior proposals, agreements, and/or other communications. All NLP Times policies and agreements specific to particular Products are incorporated herein and made part of this Agreement by reference. By purchasing NLP Times’ Products, Software or Services, You acknowledge that You have read, understood, and agree to be bound by all terms and conditions of this Agreement and any other policies or agreements made part of this Agreement by reference, as well as any new, different or additional terms, conditions or policies which NLP Times may establish from time to time, and any agreements that NLP Times is currently bound by or will be bound by in the future. You may view the latest version of this Agreement online.

In addition to transactions entered into by you on your behalf, you also agree to be bound by the terms of this Agreement for transactions entered into on your behalf by anyone acting as Your Agent, and transactions entered into by anyone who uses the account you’ve established with NLP Times, whether or not the transactions were in your behalf.

The General Terms in Section apply to all customers of NLP Times.

GENERAL TERMS APPLICABLE TO ALL SOFTWARE PRODUCTS AND SERVICES

1. TERM OF AGREEMENT; MODIFICATIONS.

You agree that NLP Times may modify this Agreement and the Services from time to time. You agree to be bound by any changes NLP Times may reasonably make to this Agreement when such changes are made. If you have purchased Products from NLP Times, the term of this Agreement shall continue in full force and effect as long as you take advantage of and use the Software and/or Products and Services. In the event you terminate your usage, NLP Times will not refund any amounts you have paid. You agree that NLP Times shall not be bound by any representations made by third parties who you may use to purchase Services from, and that any statement of a general nature, which may be posted on NLP Times’ Web site or contained in NLP Times’ promotional materials, will not bind NLP Times in any way. NLP Times may, at times, offer certain promotions with different charges and features. You agree that you will be responsible for notifying NLP Times IN WRITING TO THE SUPPORT SITE should you desire to terminate your use of NLP Times services. Messages left in voice mail boxes or verbal conversations do not qualify as notifications to NLP Times. Notification of Your intent to terminate must be provided in writing to NLP Times no earlier than 10 days prior to your billing date but no later than three days prior to your billing date. Any failure to participant to participate in any portion of the program and/or activities does not entitle participant to an extension of the program nor does it entitle the participant to any refunds of any program fees paid. Program contents and materials are subject to change without notice. NLP Times at is sole discretions may change, add, and/or the materials, topics, media, speakers, or experts described and/or change, substitute, add to or schedule differently and teleconference calls or training described. A change to any of the above does not entitle the participant to a refund of any sort. I UNDERSTAND THAT THE PROGRAM IS NOT JUST A SOFTWARE PACKAGE AND THAT PARTICIPANT NOT LOGGING INTO THE SOFTWARE OR WEBSITE DOES NOT VOID ANY PART OF THE AGREEMENTS NOR AUTOMATICALY QUALIFY FOR ANY REFUNDS.

2. ACCURATE INFORMATION.

You agree to maintain accurate information by providing updates to NLP Times, as needed, while you are using NLP Times’ Services. You agree you will notify NLP Times within five (5) business days when any change of the information you provided as part of the application and/or registration process changes. Failure by You, for whatever reason, to respond within five (5) business days to any inquiries made by NLP Times to determine the validity of information provided by you will constitute a material breach of this Agreement. You agree that NLP Times may use and rely on any such information provided by you for all purposes in connection with Your Services, subject to NLP Times’ Privacy Policy. If you provide any information that is inaccurate, not current, false, misleading or incomplete, or if NLP Times has reasonable grounds to suspect that your information is inaccurate, not current, false, misleading or incomplete, NLP Times has the absolute right, in its sole discretion, to terminate its Services and close your account.

3. PRIVACY.

You can view NLP Times’ Privacy Policy at http://www.nlptimes.com/content/your-privacy-nlp-times, as it is applicable to all Company Products. The Privacy Policy provides your rights and NLP Times responsibilities with regard to your personal information. NLP Times will not use your information in any way inconsistent with the purposes and limitations provided in the Privacy Policy.

4. ACCOUNT SECURITY.

You agree you are entirely responsible for maintaining the confidentiality of your customer number/login, password, credit card number, and security key (collectively, the "Account Access Information"). You agree you are entirely responsible for any and all activities that occur under your account. You agree to notify NLP Times immediately of any unauthorized use of your account or any other breach of security. You agree NLP Times will not be liable for any loss that you may incur as a result of someone else using your Account Access Information, either with or without your knowledge. You further agree you could be held liable for losses incurred by NLP Times or another party due to someone else using Your Account Access Information. For security purposes, you should keep Account Access Information in a secure location and take precautions to prevent others from gaining access to Your Account Access Information. You agree that you will be responsible for all activity in your account, whether initiated by you, or by others on your behalf, or by any other means. NLP Times specifically disclaims liability for any activity in your account, whether authorized by you or not.

5. NO UNLAWFUL CONDUCT OR IMPROPER USE.

As a condition of your use of NLP Times’ products, You agree not to use them for any purpose that is unlawful or prohibited by these terms and conditions, and you agree to comply with any applicable local, state, county, federal and international laws, government rules or requirements. You agree You will not be entitled to a refund of any fees paid to NLP Times if, for any reason, NLP Times takes corrective action with respect to Your improper or illegal use of its Services.

NLP Times reserves the right at all times to disclose any information as NLP Times deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in NLP Times sole discretion.

If you have purchased Products, NLP Times has no obligation to monitor your use of the Services. NLP Times reserves the right to review your use of the Services and to cancel the Services in its sole discretion. NLP Times reserves the right to terminate your access to the Services at any time, without notice, for any reason whatsoever. NLP Times reserves the right to terminate Services if Your usage of the Services results in, or is the subject of, legal action or threatened legal action, against NLP Times or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit.

Except as set forth below, NLP Times may also cancel your use of the Services, after thirty (30) days, if you are using the Services, as determined by NLP Times in its sole discretion, in association with spam or morally objectionable activities. Morally objectionable activities will include, but not be limited to: activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of Hong Kong and/or foreign territories in which You conduct business; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; illegal access to other computers or networks (i.e., hacking); distribution of Internet viruses or similar destructive activities; and activities designed to harm or use unethically minors in any way. Notwithstanding anything to the contrary herein, in the event NLP Times cancels Your Services during the first thirty (30) days after you purchase the Services, You will receive a refund of any fees paid to NLP Times in connection with the Services being canceled. In the event NLP Times deletes Your Services because they are being used in association with spam or morally objectionable activities, no refund will be issued. You agree You will not be entitled to a refund of any fees paid to NLP Times if, for any reason, NLP Times takes corrective action with respect to Your improper or illegal use of its Services.

6. NO SPAM; LIQUIDATED DAMAGES.

You agree NLP Times may immediately terminate any account which it believes, in its sole discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk email. In addition, if actual damages cannot be reasonably calculated then You agree to pay NLP Times liquidated damages of $1 USD for each piece of spam or unsolicited bulk email transmitted from or otherwise connected with Your account, otherwise You agree to pay D&T New Media's actual damages.

7. INTELLECTUAL PROPERTY.

You agree that NLP Times or its licensor holds all rights, title and interest in all Products and all intellectual property, including other rights related to intangible property, unless otherwise indicated. You acknowledge that no title or interest in such Intellectual Property Rights is being transferred to you and you agree to make no claim of interest in any such Product. You understand and agree that all content and materials contained in this Agreement, other policies, the NLP Times Web site, and any affiliated Web sites, materials, are protected by the various copyright, patent, trademark, service mark and trade secret laws of Hong Kong, as well as, any other applicable proprietary rights and laws, and that NLP Times or its licensor expressly reserves its rights in and to all such content and materials. You further understand and agree that you are prohibited from using, in any manner whatsoever, any of the content or materials described above without the express written permission of NLP Times or its licensor. No license or right under any copyright, patent, trademark, service mark or other proprietary right or license is granted to you or conferred upon you by this Agreement or otherwise.

This Site contains or may use proprietary software. You shall have no rights to this proprietary software and related documentation, or any enhancements or modifications thereto, provided to you in order to access the Site ("Site Software"). Unless otherwise specified in a purchase agreement for any NLP Times Software products, you may not copy, distribute, sell, decompile, disassemble, modify, reverse engineer, create derivative works from or otherwise reduce the NLP Times Software or the Site Software.

8. USE OF NLP Times SOFTWARE.

If you have licensed software and services from NLP Times, NLP Times grants You a limited, non-exclusive, nontransferable and non-assignable, non-sharing license to use the software and materials for such purposes as are ordinary and customary. You are free to use the software on any computer, but not on two or more computers at one time. You agree to not alter or modify the Software. You agree you are not authorized to combine the Software with any other software program, create derivative works based upon the Software, nor are you authorized to integrate any plug-in or enhancement which uses or relies upon the Software. You further agree not to reverse engineer, decompile or otherwise attempt to uncover the source code. NLP Times reserves all rights to the Software and materials. The Software, materials and any copies you are authorized to make are the intellectual property of NLP Times. The source code and its organization are the exclusive property of NLP Times and the Software is protected by copyright, including Hong Kong Copyright Law. Except as expressly provided for in this section, this Agreement does not grant you any rights in the Software and all rights are reserved by NLP Times. NLP Times provides this Software, services, and materials “as is” without warranty of any kind either express or implied, including but not limited to the implied warranties or conditions of merchantability or fitness for a particular purpose.

9. FEES AND PAYMENT.

As consideration for the Products purchased by you and provided to you by NLP Times, You agree to pay NLP Times at the time you order. All fees are due immediately and are non-refundable unless otherwise expressly noted, even if Your Services are suspended, terminated, or transferred prior to the end of the Services term. NLP Times expressly reserves the right to modify pricing through email notification and/or notice on its Web site. Payment may be made by you by providing either a valid credit card, or using NLP Times’ prepaid services such as “paid on site at events” or checks.

If You signed up for a monthly payment plan, your monthly billing date will be determined based on the day You purchase the Services.

Note all monthly payment plans are for the full duration of the said product, service or software unless otherwise stated explicitly at time of check out (i.e. Elite Group Coaching and Elite Group Coaching Life Ignition are both 12 month programs and payment is for the full 12 months regardless of which payment option (1 year up front or 12 month payment plan) chosen.)

If for any reason NLP Times is unable to charge Your Payment Method for the full amount owed NLP Times for the Services provided, or if NLP Times is charged a penalty for any fee it previously charged to Your Payment Method, you agree that NLP Times may pursue all available remedies in order to obtain payment. If You pay by credit card and if for any reason NLP Times is unable to charge Your credit card with the full amount of the Services provided, or if NLP Times is charged back for any fee it previously charged to the credit card You provided, You agree that NLP Times may pursue all available remedies in order to obtain payment. You agree that among the remedies NLP Times may pursue in order to effect payment, shall include but will not be limited to, immediate cancellation without notice to you of any Services registered, bought or renewed on your behalf. NLP Times reserves the right to charge a reasonable administrative fee for administrative tasks outside the scope of its regular Services, including additional costs that it may incur in providing the Services and pass along to You. These include, but are not limited to, customer service issues that cannot be handled over email but require personal service, fees incurred by third parties you have elected to use as payment methods, including Alertpay, Paypal, 2Checkout etc, and disputes that require legal services. These charges will be billed to the Payment Method we have on file for you.

You agree to ensure that funding is available for all due subscription payments and they are paid on time without issue. In the event that a payment fails due to expired credit card, insufficient funds, you agree to resolve this matter within a maximum of five working days and ensure your account is in good standing no later than 10 working days from the original failed payment.

In the event of a failure by our merchant provider to be able to process payment requiring the need to request payment with a different merchant, or migrate your services to a new provider, you agree to ensure ensure all outstanding fees owed are repaid within 10 days of notification of request for payment.

Independent of any cause, where outstanding fees are greater than 10 days in arrears and a formal request for payment has been made via either email, phone or letter, and payment has not provided, you agree to incur a interest charge of 10% of the outstanding amount incurred weekly, until payment has been made and all arrears cleared unless otherwise agreed in writing by NLP Times.

Explanations of "not received your notification e-mails/call/letter" will not be considered valid. Responsibility for ensuring that sufficient funds are available and paid on time is the responsibility of the customer and agreed by you at time of purchase of product or service.

You agree that you are solely liable for arranging that Your Services are renewed, and that NLP Times shall not be liable to you or any third party if it is unable to charge Your Payment Method in order to renew Your Services. While all purchases are typically processed in USD or GBP Pounds, NLP Times may provide an estimated conversion price to currencies other than USD/Pounds. You acknowledge and agree that the pricing displayed during the checkout process is an estimate and will vary from listed price where the said price is not in USD/Pounds. Due to potential slight time delays between actual purchase and the payment settlement, the actual price charged may fluctuate. Accordingly, NLP Times makes no representations or warranties that the actual price will be the same or substantially similar to the actual price you will pay and you waive any and all claims based upon any discrepancy between the estimate and the actual price.

A. PAYMENT BY MERCHANT SERVICE PROVIDER

By using NLP Times Site You can purchase NLP Times Products using one of preferred merchant provider (Paydollar and Paypal). In consideration for the Products purchased by you and provided to you by NLP Times, You agree to allow our merchant provider to debit the full amount of this transaction from your Preferred Funding Source you established with our merchant processor, which is non-refundable. It is your responsibility to keep your funding source and merchant account current (e.g. Paypal etc), and to have available funds in it. You agree that our merchant providers and NLP Times will not be responsible for payments that fail to go through as a result of Your Funding Source no longer existing, or holding insufficient funds. If for any reason our merchant provider is unable to withdraw the full amount owed for the Services provided, you agree that they and NLPTIMES.COM may pursue all available remedies in order to obtain payment. You agree that if the transaction is returned unpaid, you will pay a service charge of $25.00 or the maximum amount allowed by law, which may be debited from your account by our merchant provider or charged to Your Preferred Funding Source.

10. REPRESENTATIONS AND WARRANTIES.

You, or the individuals who electronically execute this Agreement on behalf of You hereby represent and warrant that they have the right, power, legal capacity and appropriate authority to enter into this Agreement, and that they own and have not transferred to any other person or entity any of the rights, claims or interests that are the subject of this Agreement. You represent and warrant that you are 18 years of age or older, or that you have an agent authorized by law to represent you who is 18 years of age or older who is entering into this Agreement on Your behalf. You warrant that each action you make is being done so in good faith and that you have no knowledge of it infringing upon or conflicting with the legal rights of a third party or a third party's trademark or trade name.

11. LIMITATION OF LIABILITY.

IN NO EVENT SHALL NLP Times BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLDUDING NEGLIGENCE), BREACH OF WARRANTIES, EITHER EXPRESS OR IMPLIED, ANY BREACH OF THIS AGREEMENT OR ITS INCORPORATED AGREEMENTS AND POLICIES YOUR INABILITY TO USE THE SOFTWARE PRODUCTS OR SERVICES, YOUR LOSS OF DATA OR FILES OR OTHERWISE, EVEN IF NLP Times HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states may not allow such a broad exclusion or limitation on liability for damages as contained herein. In such states, NLP Times’ liability is limited to the full extent permitted by law. You agree that in no event shall NLP Times’ maximum aggregate liability exceed the total amount paid by you for the particular Products in dispute purchased from NLP Times.

12. DISCLAIMER OF WARRANTIES.

NLP Times expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Services are provided on an "As Is" and "As Available" basis. NLP Times makes no warranty that its services will meet your requirements, or that the services will be uninterrupted, timely, secure, or error free, or that defects will be corrected. NLP Times does not warrant, nor make any representations regarding the use, or results of, any of the services it provides, in terms of their correctness, accuracy, reliability, or otherwise. Some jurisdictions do not allow the disclaimer of implied warranties, in which event that foregoing disclaimer may not apply to you.

13. INDEMNIFICATION.

You agree to defend, indemnify and hold harmless NLP Times and its contractors, agents, employees, officers, directors, shareholders, and affiliates from any loss, liability, damages or expense, including reasonable attorneys' fees, resulting from any third party claim, action, proceeding or demand related to Your (including Your agents affiliates, or anyone using Your account, software or services with NLP Times whether or not on Your behalf, and whether or not with Your permission) use of the Software or Services You purchased from NLP Times or Your breach of this Agreement or incorporated agreements and policies. In addition, You agree to indemnify and hold NLP Times harmless from any loss, liability, damages or expense, including reasonable attorneys' fees, arising out of any breach of any representation or warranty provided herein, any negligence or willful misconduct by You, or any allegation that Your account infringes a third person's copyright, trademark or proprietary or intellectual property right, or misappropriates a third person's trade secrets. This indemnification is in addition to any indemnification required of you elsewhere. Should NLP Times be notified of a pending law suit, or receive notice of the filing of a law suit, NLP Times may seek a written confirmation from you concerning your obligation to indemnify NLP Times. Your failure to provide such a confirmation may be considered a breach of this agreement. You agree that NLP Times shall have the right to participate in the defense of any such claim through counsel of its own choosing. You agree to notify NLP Times of any such claim promptly in writing and to allow NLP Times to control the proceedings. You agree to cooperate fully with NLP Times during such proceedings. You agree to cooperate fully with NLP Times during such proceedings. You agree You will not be entitled to a refund of any fees paid to NLP Times if, for any reason, NLP Times takes corrective action with respect to Your improper or illegal use of its services. You also agree that if NLP Times is notified that a complaint has been filed with a governmental, administrative or judicial body, regarding a Traffic Facts account of Yours with NLP Times , that NLP Times , in its sole discretion, may take whatever action NLP Times deems necessary regarding further modification, assignment of and/or control of your account to comply with the actions or requirements of the governmental, administrative or judicial body until such time as the dispute is settled.

14. GOVERNING LAW, VENUE; WAIVER OF TRIAL BY JURY.

This agreement shall be deemed entered into in Hong Kong. You agree that the laws and judicial decisions of Hong Kong, shall be used to determine the validity, construction, interpretation and legal effect of this Agreement. You agree that any action relating to or arising out of this Agreement shall be brought in the courts of Hong Kong. For the adjudication of disputes concerning the use of any domain name registered with NLP Times, You agree to submit to jurisdiction and venue in Hong Kong. You agree to waive the right to trial by jury in any proceeding that takes place relating to or arising out of this Agreement.

15. NOTICES.

You agree that all notices (except for notices concerning breach of this Agreement) from NLP Times to you may be posted on our Web site. Notices concerning breach will be sent either to the email or postal address you have on file with NLP Times. In either case, delivery shall be deemed to have been made five (5) days after the date sent.

Notices from You to NLP Times shall be made either via our Client Support suite here or via the Contact Us form.

16. HEADINGS.

The headings in the Agreement are descriptive only and in the event of a conflict between a heading and the underlying terms of this Agreement, the terms of this Agreement shall control.

17. ENTIRE AGREEMENT.

You agree that this Agreement including the policies and agreements it refers constitute the complete and only Agreement between You and NLP Times regarding the Services contemplated herein.

18. SEVERABILITY.

You agree that the terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.

19. WAIVER.

The failure of NLP Times to enforce any of the provisions within this Agreement or its incorporated agreements and policies against you or others shall not be construed to be a waiver of the right of NLP Times thereafter to enforce such provisions.

20. FORCE MAJEURE.

NLP Times will make every effort to keep its Web site and Services operational. However, certain technical difficulties and other factors outside of its control may, from time to time, result in temporary service interruptions. You agree not to hold NLP Times liable for any of the consequences of such interruptions and no refunds shall be warranted.

21. NO THIRD PARTY BENEFICIARIES.

Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

22.AFFILIATE PROGRAM

I understand that customers are NOT eligible for affiliate commissions on their own purchases. In the event that I become a certified affiliate, at that point I can earn affiliate commissions on my own purchase. A certified affiliate is one affiliate that has or is doing constant promotional activities, drives consistent leads and/or has made a total of 8 or more sales of NLP Times products. A single sale to one buyer or yourself does not constitute a certified NLP Times affiliate.

23.ATTENDENCE AT EVENTS OR CALLS/MEETINGS

I agree that I am freely and willingly participating in the NLP Times seminars, calls, web conferences, meetings, and do hereby grant NLP Times/D&T New Media Limited or its agent (herein NLP Times) or designated entities permission to record and duplicate recordings of any and all, but not limited to, conference presentations, webcasts, teleseminars, testimonials, questions and answers, etc.

I understand that I will not receive any compensation either financially or in any other form, neither implied nor inferred, from the sale of these recordings, regardless of the product format (audio, visual, written, etc.) and further authorize the use of myself, voice and/or likeness on the aforementioned.

Any funds from the sale of these recordings past, future, or present will be exclusively for the benefit NLP Times. D&T New Media Limited shall own all rights to any and all such works and may make any use or nonuse of such works without payment or obligation to the attendee or customer.

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