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GENERAL TERMS AND AGREEMENTS THIS AGREEMENT ("Agreement") is this day by and between
I.L. Products Inc., a
1. Background and Purpose. ILP has developed Real Estate purchasing and selling methods, ("Methods") for use in connection with the buying and selling of residential properties called the Inverse Purchase course. ILP has developed a training program to teach the Methods to GrayStone members who desires to be taught the Methods.
2. Confidentiality and Non-Disclosure. GrayStone member understands that during the course of his/her training in the Methods, he/she will have access to certain confidential information and trade secrets which are proprietary to ILP or others having an interest in the Methods. GrayStone member acknowledges that the unauthorized reproduction and sale of such information and Methods or the disclosure, sale or transfer of this information, Methods or any part thereof, to any unauthorized third party would be injurious to ILP. GrayStone member shall not sell or deliver to any unauthorized third party the Methods, Course Material, and/or other confidential and proprietary information of ILP.
3. Acknowledgments. GrayStone member acknowledges and understands that: a. There are risks in any business venture and that ILP cannot guarantee or assure GrayStone member, in any manner whatsoever, of individual profitability or success in his or her consulting business; b. GrayStone member has not, by execution of this Agreement, been authorized or licensed to use the name or service mark "I.L. Products Inc", or "GrayStone", "Inverse Purchase" or any other name, service mark or logo owned by ILP ("Marks") and that ILP shall prohibit GrayStone member from using the Marks, unless such authorization is granted by separate written agreement between ILP and GrayStone member; and c. GrayStone member shall not be entitled to duplicate or copy any ILP or third party copyrighted materials, manuals, or any other materials provided by ILP in connection with the Program and that the materials used and granted to GrayStone member by ILP are intended for the sole use of GrayStone member.
4. Relationship. GrayStone member acknowledges that GrayStone member is not an agent, employee, partner, franchisee, or representative of ILP. It is expressly understood and agreed that no ongoing relationship is created by this Agreement after the Program is delivered to GrayStone member. Phone support and email support is provided for course understanding and implementation and available at times listed in the member's area and may be changed from time to time.
5. Indemnification. GrayStone member agrees to indemnify and hold harmless ILP and its officers, directors, agents, representatives, successors and assigns from all fines, suits, proceedings, claims, demands or actions of any kind arising out of the conduct by GrayStone member or GrayStone member business or any other independent business conducted by GrayStone member. GrayStone member shall be responsible for consulting an attorney before using any course or provided materials, including but not limited to the inverse purchase technique, marketing methods, ads, legal documents, all steps involved with any purchase or sale of property or procedures involving any connection to said materials including but not limited to using websites provided by or instructed to use in the course of business, in any territory, state, or country.
6. Entire Agreement. This Agreement contains the entire agreement between the parties and supersedes any and all prior agreements concerning the subject matter hereof, unless otherwise referenced herein. GrayStone member agrees and understands that ILP and its employees and agents shall not be liable or obligated for any oral representations or commitments made prior to the execution of this Agreement. Any modifications to this Agreement must be in writing and signed by both parties.
7. Attorneys' Fees. The prevailing party in any legal proceeding brought to enforce this Agreement shall be entitled to an award of reasonable attorneys' fees, expert witness fees and costs in addition to any other award.
8. Governing Law. The validity and construction of this Agreement shall be governed by the laws of the State of Texas and any venue shall be in the County of Montgomery, State of Texas.
9. Other Expenses. GrayStone member acknowledges that all expenses of operating their independent business is the total responsibility of the affiliate and ILP does not have any responsibility in any of these expenses. These may include, but are not limited to, all additional education needed or required, licensing, certification, office operational expenses, advertising & marketing costs, travel, arrangements with other third-party providers, appraisals, business plans, professional fees, etc.
10. GrayStone member agrees to allow GrayStone or its affiliate to use stories, pictures, photos, phone conversations initated by GrayStone member to Graystone by any means for public use in its advertising or promotion of its business.
11. Transferability. This agreement and the right to use the materials and information referenced herein may not be transferred without the prior written approval of ILP. Prior to the approval of transfer of rights, the transferee must participate in the training referenced in paragraphs 2 at the price charged by ILP at that time and location determined by ILP.
12. GrayStone member acknowledges that the Inverse Purchase Basic course is a training course only and not a business opportunity or franchise and no guarantee of profits or success are given by ILP.ILP does not offer to sell real estate, nor buys real estate from, nor offer real estate services to any of it's members.
13. GrayStone reserves the right to deny the sale of any of its courses or products to any person without explaining reason or cause. Customer agrees to accept a refund or voided sale when we determine a person is not to be shipped a course.
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