This Student Contract (“Contract”) is between Agent Grad School, LLC (“AGS”), a Washington limited liability company and the individual signing this Contract (“Participant,” “you,” or “your”). This Contract is effective as of the date you sign below (“Effective Date”) and describes the terms of your enrollment in Agent Grad School (“Program”).
1. Program. You acknowledge that a copy of this Contract was provided to you for your review in advance of purchasing the Program. By executing this Contract, you also acknowledge that you’ve read, understand, and agree to all of its terms. Upon execution of this Contract, AGS will provide you with access to the Program. During the Term, you will ensure your contact information is accurate and up-to-date, and you release AGS of any liability if it is unable to deliver notices to you due to inaccurate contact information. The Program does not contain legal advice. You are responsible for complying with all applicable laws and regulations. AGS is not liable for any violations of the law committed by you, nor for any legal consequences resulting from such violations.
2. Program Materials. The Program includes, without limitation, written, audio, or visual presentations, documents, and templates as described on the Agent Grad School website (“Program Materials”). The Program and the Program Materials (defined below) may be amended, enhanced, augmented, or eliminated at AGS’s sole discretion, without notice to you. You will maintain access to the Program and Program Materials so long as you are in compliance with this Contract and (a) you have paid in full for the Program; or (b) you are up-to-date on payments. Notwithstanding the foregoing, if AGS decides to terminate the Program, you will be provided with three months’ notice in writing (email is sufficient). If you are being charged on a monthly basis, you will continue to be charged as agreed until the last month the Program is available. If you paid in full upfront and are within the first year of the Program, you may be eligible for a pro rata refund at AGS’s sole discretion.
3. Your Responsibilities.a.
Tools. You are responsible for providing or obtaining any tools, information, and documentation required by AGS to participate in the Program.
b.
AGS Policies. You will comply with any AGS policies provided to you (“Policies”), including, without limitation, AGS’s
Terms of Use,
Privacy Policy, and
Earnings Disclaimer, which are incorporated into this Contract by reference. If there are any conflicts between the Policies and this Contract, this Contract will prevail. AGS may, at any time, in its sole discretion, amend the Policies and will notify you of any material amendments to the Policies via the contact information provided by you in your account. Amendments to the Policies are effective immediately upon notice or as of the date communicated within such notice. Your continued participation in the Program or use of the AGS website constitutes acceptance of the Policies.
4. License and Restrictions. AGS Program Materials contain AGS’s trademarks, trade dress, copyrights, and other intellectual and proprietary property (“AGS IP”). AGS is the sole and exclusive owner of all AGS IP. AGS grants you a personal license to use AGS IP and the Program Materials, on a worldwide, non-exclusive, non-transferable, perpetual, and royalty free basis to use for your website and marketing materials solely as prescribed by the Program. Notwithstanding the foregoing, you may not, under any circumstances: (a) share or sell the Program, Program Materials, or AGS IP with anyone else; (b) use the AGS IP or Program Materials to construct any product to compete with the Program; or (c) customize, modify, enhance or change the AGS IP or Program Materials other than as expressly permitted in this Contract. Any attempts to reverse-engineer, copy, clone, modify or alter the AGS IP or Program Materials in any way other than permitted under this Contract is strictly prohibited. You are solely liable for any violations of the license granted under this Contract. Any misuse by you or any third party may result in immediate termination of this Contract and your access to the Program.
5. Program Fee. Upon registering for the Program, you agreed to pay AGS the program fee as described at checkout, including all applicable taxes (“Program Fee”), and you agreed to the payment terms provided to you at checkout and further described in the Terms of Service. You will pay the Program Fee in full. Failure to pay the Program Fee or any of its installments is a material breach of this Contract and may result in your loss of access to the Program. Interest will accrue on any unpaid amounts at a rate of 1.5% per month until paid. You will reimburse AGS for all costs of any collection action, including reasonable attorneys’ fees and court costs.
6. No Refunds. Because you have access to Program Materials immediately, AGS does not provide refunds of any kind for any reason. If you have a payment dispute, you will work in good faith to resolve the matter with AGS and you will not dispute any charges made by us for the Program Fee, whether paid if full or in monthly installments.
7. Referral Program. a. AGS offers a referral program to eligible students who refer individuals to enroll in the Program subject to the following:
i. you are in compliance with this Contract and the Contract is active;
ii. you are currently enrolled in the Program and your account status reflects that you are paid in full or current on your payment plan;
iii. you have submitted a complete referral registration form (available in the Program portal) within 30 days of making the referral; and
iv. the referred individual enrolls in the Program and has paid in full or is current on their monthly plan (“Referred Person”).b. Subject to Section 7a, AGS will pay you the Referral Fee for each Referred Person within 60 days of receiving payment from the Referred Person as follows:
i.
Monthly Payments. If the Referred Person makes monthly payments, AGS will pay you $50.00 per month for 12 months.
ii.
One-Time Payment. If the Referred Person makes a one-time payment, AGS will pay you a one-time payment of $600.00.
8. Term. This Contract begins on the Effective Date and continues until terminated as described in Section 9 below.
9. Termination. a. You may terminate this Contract for any reason, so long as your account has been paid in full, by providing 15 days’ notice in writing (email is sufficient). Once you have been provided access to the Program for a period of one-year, AGS may terminate this Contract for any reason upon providing you 15 days’ notice in writing (email is sufficient).
b. AGS may terminate this Contract for any reason upon three months’ notice to you in writing (email is sufficient), as further described in Section 2.
c. AGS may terminate this Contract immediately and without notice if you are found to be (i) in breach of this Contract; or (ii) in our sole discretion, you show a disregard for the Terms of Service or act in an unacceptable manner, with the intent to annoy, abuse, threaten, or harass any other person, or otherwise engage in any other disruptive manner.
d. Upon expiration or termination of the Contract for any reason, the license granted in this Contract will immediately terminate and you will no longer have access to the Program or the Program Materials and all Program Materials must be returned or destroyed immediately with evidence of such provided to AGS. Any section of this Contract that, by its nature may require enforcement after termination, will survive the termination of this Contract.
10. Participant Content. AGS may use testimonials, reviews, or statements provided by you regarding AGS or the Program (“Testimonials”) for promotional purposes. You grant AGS the worldwide, non-exclusive, non-transferable, perpetual, and royalty free right to use the Testimonials along with your name, likeness, and other identifying information voluntarily provided to AGS without compensation.
11. Recordings. AGS may record certain aspects of the Program. You consent to such recordings and agree that AGS may use such recordings in its sole discretion.
12. Non-Disparagement. During the Term and for a period of five years following the termination or expiration of this Contract, neither party will publicly disparage the other party in any communication via any medium now known or hereafter developed in perpetuity. The parties acknowledge that such restriction and duration and the territorial scope are under all of the circumstances reasonable and necessary for the protection of its respective business. Any breach of this provision will constitute a material breach of this Contract. However, it will not be a violation of this provision by either party if such party reports a violation of law by the other party or makes a disclosure that is required by law.
13. Confidentiality.a.
Proprietary Information. The Program and the Program Materials along with other information provided to you from AGS is proprietary to AGS. Such information includes, without limitation: (a) AGS’s intention to develop or market any particular product; (b) any non-public information concerning the business or finances of AGS; or (c) any other information the disclosure of which might harm or destroy AGS’s competitive advantage. All such information, whether marked as such or not, is “Proprietary Information”. Any information shared by fellow participants in the Program will also be presumed to be confidential and belongs solely and exclusively to the Participant who discloses it (“Participant Information”). Proprietary Information and Participant Information together are “Confidential Information.”
b.
Nondisclosure. You will not, either directly or indirectly, disclose any Confidential Information to any third party, and the degree of care you use to protect such information will be no less than how you protect your own confidential information.
c.
Exclusions. The confidentiality obligations above will not be applicable when: (a) you are authorized by AGS in writing to disclose, copy, or use Confidential Information; (b) Confidential Information is generally known or becomes part of the public domain through no fault of yours; (c) is disclosed by AGS to third parties without restriction on subsequent disclosure; (d) is provided to you by a third party without breach of any separate non-disclosure agreement; or (e) is required to be disclosed in the context of any administrative or judicial proceeding.
14. Warranty; Indemnification.a. The Program is not a get rich program, rather it is intended to provide information and education to help you in achieving your goals by providing great content, direction, and strategies to share your services with a wider audience, provide value to your clients, and grow your business. Further information regarding the expectations of the potential earnings you may achieve through the use of the Program are further described in the AGS Earnings Disclosure. Your ultimate success or failure will be the result of your particular situation and innumerable other circumstances beyond AGS’ control and you will take personal responsibility for any harm you may suffer due to your actions or inactions. The Program and the Program Materials and any information therein, should not be construed as professional advice. AGS has made reasonable efforts to ensure that the information provided in the Program and the Program Materials are accurate. You will seek advice from a professional to ensure AGS’s recommendations fit your specific circumstances.
b. AGS MAKES NO WARRANTIES THAT THE PROGRAM AND/OR PROGRAM MATERIALS WILL MEET YOUR REQUIREMENTS; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE PROGRAM AND/OR USE OF PROGRAM MATERIALS. YOUR INDIVIDUAL RESULTS MAY VARY AND WILL BE BASED ON YOUR INDIVIDUAL CAPACITY, EFFORTS, BUSINESS EXPERIENCE, EXPERTISE, AND MOTIVATION. THERE ARE NO GUARANTEES CONCERNING THE LEVEL OF SUCCESS YOU MAY EXPERIENCE OR THAT YOU WILL MAKE ANY INCOME AT ALL. THE PROGRAM AND PROGRAM MATERIALS UNDER THIS CONTRACT ARE PROVIDED “AS IS.” AGS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ARE SOLEY RESPONSIBLE FOR DETERMINING WHETHER ANY STRATEGY, PRODUCT, OR SERVICE IS APPROPRIATE OR SUITABLE BASED ON YOUR OBJECTIVES.
c. You will defend, indemnify, and hold harmless AGS from and against all claims, demands, actions, suits, liabilities, losses, costs, or damages of any kind (including reasonable attorney’s fees) to the extent arising out of any claims resulting from your breach of this Contact, negligence, or willful misconduct.
15. Limitation of Liability. In no event will AGS be liable to you or to any third party for any damages, including without limitation, direct, consequential, indirect, exemplary, special, or incidental damages arising from or relating to this Contract.
16. Remedies. Monetary damages may be inadequate to compensate for the unique losses to be suffered in the event of your breach of this Contract (including violations of the license and nondisclosure provisions), and AGS will be entitled to seek, in addition to any other remedy it may have under this Contract or at law, injunctive and other relief, without the necessity of posting bond.
17. General. This Contract, its Exhibits, and the documents incorporated into it describe the entire agreement between you and AGS. Any prior communications (either written or verbal) are replaced entirely with this Contract. Any changes to this Contract must be agreed to by both parties in writing. All notices required by this Contract will be in writing and emailed, mailed, postage prepaid, or delivered by overnight delivery service to the address provided. Either party may change its address by providing notice to the other party (email is sufficient). If a court decides that any part of this Contract is invalid, the rest of the Contract will stand. AGS may freely sell, transfer, or assign this Contract, in whole or in part at its sole discretion. You may assign this Contract in whole or in part upon prior written consent from AGS. The laws of the state of Washington will govern the validity, interpretation, and performance of this Contract without regard to its conflict of law principles. If you and/or AGS have any dispute about this Contract, the parties agree to work in good faith to resolve the matter. If the parties are not able to do so, both parties consent to abide by the laws of the state of Washington and will spend no more than one (1) day total in mediation to resolve any dispute in King County, Washington. YOU WAIVE THE RIGHT TO A TRIAL BY JURY, TO PARTICIPATE IN A CLASS ACTION, OR TO SEEK REMEDIES BEYOND THE EXTENT NECESSARY TO PROVIDE INDIVIDUALIZED RELIEF. YOU AGREE NOT TO ACT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED OR DE FACTO CLASS OR REPRESENTATIVE PROCEEDING, OR AS A PRIVATE ATTORNEY GENERAL OR ON BEHALF OF THE GENERAL PUBLIC. If any action or suit is instituted to enforce any provision of this Contract, the prevailing party will be entitled to attorney’s fees arising out of or in connection with any such proceeding. Each party may sign this Contract electronically to make up a complete and fully executed document. You are executing this Contract voluntarily and without duress or undue influence by AGS or anyone else and you have been provided an opportunity to seek the advice of an attorney of your choosing prior to signing this Contract. You have carefully read this Contract and has asked any questions needed to understand its terms, consequences, and binding effect and fully understand it.
Last updated February 18, 2025.