Terms and Conditions
General Terms and Conditions
1. Applicability; Conclusion of contract
1.1 Promote and Scale LLC (hereinafter "Agency") shall provide its services exclusively on the basis of the following General Terms and Conditions (GTC). They shall apply to all legal relationships between the Agency and the Customer , even if they are not expressly referred to. The GTC shall exclusively apply to legal transactions with entrepreneurs, i.e. B2B transactions.
1.2 The version applicable at the time of conclusion of a contract shall be relevant. Deviations from these GTC and other supplementary agreements with the Customer shall only be effective if they have been confirmed by the Agency in writing.
1.3 Terms and conditions of the Customer, if any, shall not be accepted, even if they Agency knows them, unless expressly agreed otherwise in writing on a case-by-case basis. The Agency expressly objects to GTC of the Customer. No other objection of the Agency to the Customer's GTC shall be required.
1.4 The Customer shall be informed about amendments to the GTC; they shall be deemed agreed unless the Customer objects to the amended GTC in writing withing 14 days; in the information the Customer will be expressly informed about the consequence of silence on his part.
1.5 If any provisions of these General Terms and Conditions are ineffective, the binding nature of the remaining provisions and the contracts concluded on the basis of the same shall not be affected. The ineffective provision shall be replaced by an effective provision that comes as close as possible to the meaning and purpose of the ineffective one.
1.6 The Agency's offers shall be subject to change without notice and non-binding.
2. Social Media Channels
Before an order is placed the Agency expressly points out to the Customer that providers of “social media channels” (e.g. Facebook; hereinafter referred to as Providers), in their terms and conditions of use, reserve the right to reject or remove advertisements or promotional appearances for any reason whatsoever.
Accordingly, Providers are not obliged to forward content or information to users. Thus, there is a risk, which cannot be calculated by the Agency, that advertisements or promotional appearances are removed for no reason.
Although in the case of a complaint of a different user Providers do offer an opportunity to reply, the content will be immediately removed also in that case. In that case restoring the original, lawful condition may take some time. The Agency works on the basis of the Providers’ terms and conditions of use, on which it has no influence, and also makes them the basis of Customer orders.
By placing the order the Customer expressly acknowledges that those terms and conditions of use (co-)determine the rights and duties of a contractual relationship if any.
The Agency intends to execute the Customer’s order to the best of its knowledge and belief and to comply with the policies of “social media channels”.
Due to the terms and conditions of use that are currently applicable and the fact that every user can easily allege a violation of the law with the aim that contents will be removed, the Agency cannot guarantee that the ordered campaign can be retrieved at any time.
3. Protection of Concepts and Ideas
If a potential Customer has already invited the Agency beforehand to develop a concept and if the Agency accepts this invitation prior to the conclusion of the principal contract, the following shall apply:
3.1 By the invitation and acceptance of the invitation by the Agency the potential Customer and the Agency enter into a contractual relationship (“pitching contract”). That contract will also be based on the GTC.
3.2 The potential Customer acknowledges that already by developing a concept the Agency will render cost-intensive services, even though the Customer himself has not taken on any performance duties yet.
3.3 To the extent that they reach the level of originality required for copyright protection the linguistic and graphic parts of the concept are protected by the Swiss Copyright Act [Urheberrechtsgesetz, URG]. The potential Customer is not permitted to use or edit those parts without the Agency’s consent due to the Swiss Copyright Act alone.
3.4 Furthermore, the concept contains ideas that are relevant to advertising which do not reach the level of originality required for copyright protection and are thus not protected by the Swiss Copyright Act.
Such ideas are generated at the beginning of every creative process and may be defined as the creative spark for all subsequent work results and, thus, as the origin of the marketing strategy.
Accordingly, those elements of the concept are protected which are unique and characterize the marketing strategy. For the purpose of this agreement, ideas shall in particular mean advertising slogans, advertising texts, graphics and illustrations, advertising means, etc., even if they do not reach the level of originality required for copyright protection.
3.5 The potential Customer undertakes not to exploit or have exploited commercially and/or use or have used the creative advertising ideas which the Agency presented as part of the concept in any context other than the corrective of a principal contract to be concluded at a later time.
3.6 If the potential Customer is of the opinion that the Agency presented ideas to him which he already had before the presentation, he shall notify the Agency thereof via e-mail within 14 days of the day of the presentation and include means of evidence which allow a chronological allocation.
3.7 Otherwise the Parties will assume that the Agency has presented an idea to the potential Customer which is new to him. If the Customer uses the idea, it has to be assumed that the Agency received remuneration therefor.
3.8 The potential Customer may be released from his duties under this Clause if he pays a reasonable compensation plus 7.7% VAT. Such release shall become effective only after receipt of the full compensation payment by the Agency.
4. Scope of services; Order processing; Customer’s duties to co-operate
4.1 The scope of the services to be rendered shall be based on the specifications of the Agency Agreement or the Agency’s acknowledgment of order, if any, and the briefing report, if any (“Offer Documents”). Subsequent modifications of the services shall be subject to the Agency’s written confirmation. When executing the order the Agency shall be free in its discretion within the framework specified by the Customer.
4.2 All services of the Agency (including but not limited to all preliminary designs, sketches, final drawings, proofs, blueprints, copies, colored prints, and electronic files) shall be checked by the Customer and released within three working days of receipt by the Customer.
If they are not released within that period, they shall be deemed approved by the Customer. After that period has expired with no reply from the Customer they shall be deemed accepted by the same.
4.3 The Customer shall make accessible to the Agency completely and in time all information and documents required for rendering the service. The Customer shall notify the Agency of all circumstances that are relevant to the execution of the order, even if they become known only in the course of execution of the order. The Customer shall bear the costs incurred due to the fact that work has to be done again by the Agency or is delayed because of his incorrect, incomplete or subsequently modified specifications.
4.4 In addition, the Customer is obliged to clear the documents made available by him for the execution of the order (photos, logos, etc.) for potential copyrights, trademark rights, marks, or other rights of third parties (rights clearance) and guarantees that the documents are free from rights of third parties and may therefore be used for the desired purpose.
In the case of merely slight negligence or if it has fulfilled its duty to warn the Customer, the Agency shall not be liable (at least as regards the relationship between the Agency and the Customer) for an infringement of such rights of third parties by documents made available by the Customer.
If the Agency is held liable for any infringement of such rights, the Customer shall indemnify and hold harmless the Agency and shall compensate the Agency for any and all disadvantages suffered by it due to third-party claims, including costs of reasonable legal representation.
The Customer undertakes to support the Agency in defending claims of third parties if any. For this purpose, the Customer shall provide the Agency with all documents without request.
5. External services; Commissioning of third parties
5.1 The Agency shall be entitled at its own discretion to render the services itself, to employ expert third parties as agents [Erfüllungsgehilfen as defined by Art. 101 Swiss OR] and/or to commission a third party to render such services (“External Service”).
5.2 Commissioning of third parties in connection with an External Service shall be done either in the Agency’s own name or in the name of the Customer. The Agency shall select the relevant third party with care and ensure that it is appropriately qualified.
5.3 The Customer shall assume obligations vis-à-vis third parties which survive the contract. This shall expressly apply also in the case of termination of the agency contract for cause.
6. Deadlines
6.1 Unless expressly agreed to be binding, delivery or service periods stated shall only be approximate and non-binding. Binding agreements on deadlines shall be recorded in writing or confirmed by the Agency in writing.
6.2 If the delivery/service of the Agency is delayed for reasons for which the Agency is not responsible, such as, e.g. events of force majeure or other unforeseeable events that cannot be prevented by reasonable means, the service obligations shall be suspended for the duration and to the extent of the impediment and the deadlines shall be extended accordingly.
If such delays continue for more than two months, the Customer and the Agency shall be entitled to rescind the contract.
6.3 If the Agency is in default, the Customer may only rescind the contract after having granted the Agency a reasonable grace period of at least 14 days in writing and after such period has expired fruitlessly.
Claims of the Customer for damages on the ground of non-performance or default shall be excluded unless intent or gross negligence can be proved.
7. Early termination
7.1 The Agency shall be entitled to terminate the contract for a cause with immediate effect.
Causes shall include but not be limited to situations where
(a) provision of service becomes impossible for reasons for which the Customer is responsible or is further delayed even though the Customer was granted a grace period of 14 days;
(b) the Customer continues to violate material obligations under this contract, such as, e.g. the obligation to pay an amount payment of which has been demanded or duties to co-operate, despite a written warning and having been granted a grace period of 14 days.
(c) legitimate concerns exist regarding the Customer’s credit standing and, upon the Agency’s request, the Customer fails to make advance payments or to furnish suitable security prior to provision of the service by the Agency;
7.2 The Customer shall be entitled to terminate the contract for cause without having to grant a grace period. A cause shall be, in particular, where the Agency repeatedly violates material provisions of this contract despite a written warning and having been granted a grace period of at least 14 days to remedy the breach of the contract.
8. Fees
8.1 Unless otherwise agreed the Agency’s entitlement to fees shall arise for any specific service once the same has been rendered.
The agency shall be entitled to ask for advances to cover its expenses.
From a contract volume involving a (an annual) budget of CHF 5’000 or contracts extending over a prolonged period of time, the Agency shall be entitled to render interim accounts or issue advance invoices or demand payments on account.
8.2 The fees shall be stated as net fees plus statutory value-added tax. If in a specific case no agreement on fees has been concluded, the Agency shall be entitled to fees at market rates for the services rendered and for transfer of copyrights and marks.
8.3 All services of the Agency which are not expressly covered by the agreed fees shall be paid for separately. All cash expenses incurred by the Agency shall be reimbursed by the Customer.
8.4 Cost estimates provided by the Agency shall be non-binding. If it becomes clear that the actual costs will exceed the Agency’s written cost estimate by more than 15 percent, the Agency shall advise the Customer of such higher costs.
The increase in costs shall be deemed accepted by the Customer if the Customer does not object to such increase in writing within three working days of the advice and states cheaper alternatives at the same time.
Cost increases of up to 15 percent shall not have to be advised separately. Such a deviation from the cost estimate shall be deemed accepted by the Customer from the beginning.
8.5 If the Customer unilaterally modifies or cancels work ordered without involving the Agency and notwithstanding other regular support from the same, the Customer shall pay the Agency for the services provided by then according to the agreement on fees and shall reimburse all costs incurred.
Unless work is canceled on the ground of a breach of the Agency’s duties by gross negligence or willful intent, the Customer shall, in addition, pay the Agency the total fee (commission) agreed for that contract, and the allowance [Anrechnungsvergütung] as defined in the Swiss Civil Code [Schweizerisches Zivilgesetzbuch (ZGB)] shall be excluded.
Furthermore, the Agency shall be indemnified and held harmless from and against any third-party claims, in particular of the Agency’s contractors. By payment of the fees, the Customer shall acquire no rights to use work already carried out; concepts, drafts, and other documents which were not implemented shall rather be returned to the Agency without delay.
9. Payment; Retention of title
9.1 The fee shall be due for payment immediately upon receipt of the invoice without any deductions unless special payment terms are agreed in writing on a case-by-case basis. The same shall apply to all cash and other expenses charged. The Agency shall retain title to the goods delivered by it until full payment of the fee including all ancillary liabilities.
9.2 In the case of payment default of the Customer statutory default interest at the rate applicable to business-to-business transactions will be charged. In the case of default, the Customer also undertakes to reimburse the Agency the dunning and collection charges incurred to the extent they are necessary for the appropriate pursuit of the claim.
This shall in any case include the costs of two dunning letters at the market fee of currently at least CHF 20 per letter plus those of one dunning letter of a lawyer who has been instructed to collect the receivables outstanding. The assertion of further rights and claims shall remain unaffected.
9.3 If the Customer is in default of payment, the Agency may call for immediate payment of services or partial services rendered under different contracts concluded with the Customer.
9.4 Furthermore, the Agency is not obliged to render other services until payment of the amount outstanding (right to withhold services). The obligation to pay the fees shall not be affected.
9.5 If payment by installments has been agreed, the Agency reserves the right to demand immediate payment of the total debt outstanding if installments or ancillary claims are not paid in time (acceleration clause).
9.6 The Customer shall not be entitled to set off claims of the Agency against his own claims unless the Customer’s claim has been recognized by the Agency in writing or ascertained by the court.
10. Title and copyright
10.1 The Agency shall retain title to all services of the Agency, including services in connection with presentations (e.g., suggestions, ideas, sketches, preliminary designs, scribbles, final drawings, concepts, negatives, slides), including parts thereof, as well as the individual workpieces and original designs and the Agency may demand at any time, in particular in the case of termination of the contractual relationship, that they are returned to it.
By paying the fees the Customer shall acquire the right to use the services for the designated purpose agreed. Unless otherwise agreed the Customer shall, however, use the Agency’s services exclusively in Switzerland.
Acquisition of rights to use and exploit the Agency’s services shall, in any case, be subject to full payment of the fees charged by the Agency for the same. If the Customer uses the Agency’s services already prior to that time, such use shall be based on a loan relationship that may be revoked at any time.
10.2 Modifications and/or editing of services of the Agency, including but not limited to further development of the same by the Customer or third parties working for the Customer, shall only be permitted with the express consent of the Agency and, to the extent that services are protected by copyright, of the author.
10.3 Use of the Agency’s services beyond the originally agreed purpose and scope of use shall be subject to the Agency’s consent irrespective of whether such service is protected by copyright or not. In consideration thereof the Agency and the author shall be entitled to a separate reasonable fee.
10.4 After expiration of the Agency Agreement use of services of the Agency and/or advertising means for which the Agency developed concepts or designs shall also be subject to the Agency’s consent irrespective of whether the service is protected by copyright or not.
10.5 In the first year after termination of the contract the Agency shall be entitled to the full agency fees agreed in the expired contract for any use described in paragraph 4. In the second and third year after the expiration of the contract, the Agency shall only be entitled to half or one-fourth of the consideration agreed in the contract. From the fourth year after termination of the contract no agency fees shall be payable.
10.6 The Customer shall be liable to the Agency for any unlawful use in the amount of twice the reasonable fees for such use.
11. Identification marks
11.1 The Agency shall be entitled to make reference to the Agency and the author, if applicable, on all advertising means and in any advertising and promotion measures, without the Customer being entitled to any payment in this respect.
11.2 The Agency shall be entitled to make reference to its current or former business relationship with the Customer on its own advertising media, including but not limited to its website, by referring to the Customer’s business name and business logo, with the Customer having the right to revoke his consent in writing at any time.
12. Warranty
12.1 The Customer shall notify any defects immediately and in any case within eight days of delivery/provision of the service by the Agency and hidden defects not later than eight days after they were identified in writing including a description of the defect; otherwise, the service shall be deemed accepted. In that case assertion of any warranty claims or claims for damages as well as the right to assert claims on account of mistake shall be excluded.
12.2 In the case of a justified and timely notification of defects the Customer shall be entitled to improvement or replacement of the delivery/service by the Agency. The Agency shall repair the defects within a reasonable period of time and the Customer shall enable the Agency to take all measures which are necessary for examination and repair of the defects.
The Agency shall be entitled to refuse improvement of the service if such improvement is impossible or if the Agency were to incur disproportionately high costs. In that case, the Customer shall be entitled to cancel the contract or get a fee reduction as provided for by law. In the case of improvement, the Customer shall send the defective (physical) item at his cost.
12.3 The Customer shall also be obliged to examine the service for its lawfulness, including but not limited to competition law, trademark law, copyright law, and administrative law. The Agency is obliged only to roughly examine lawfulness. In the case of slight negligence or after it has fulfilled its duty to warn the Customer, if any, the Agency shall not be liable for the lawfulness of contents if they were advised or accepted by the Customer.
12.4 The warranty period shall be six months as of delivery/service. The right of recourse to the Agency as defined in the Swiss Civil Code (ZGB) shall be forfeited one year after delivery/service. The Customer shall not be entitled to withhold payments on the ground of complaints. The presumption rule [Vermutungsregel] of the Swiss Civil Code (ZBG) shall be excluded.
13. Liability and product liability
13.1 In cases of slight negligence liability of the Agency and its employees, contractors or other agents [translator’s note: Erfüllungsgehilfen as defined by the Swiss Civil Code [Schweizerisches Zivilgesetzbuch (ZGB)] (“People”) for damage to property or pecuniary loss suffered by the Customer shall be excluded, be it indirect or direct damage, lost profit or consequential damage resulting from a defect, damage due to default, impossibility, breach of obligation, culpa in contrahendo or due to defective or incomplete performance.
The harmed party shall have to prove gross negligence. To the extent that the Agency’s liability is excluded or limited this shall also apply to the personal liability of its People.
13.2 Any liability of the Agency for claims asserted vis-à-vis the Customer on the ground of services rendered by the Agency (e.g. advertising and promotion measures) shall be expressly excluded, provided that the Agency complied with its duty to inform or if it was unable to see such a duty, even due to slight negligence. The Agency shall, in particular, not be liable for costs of legal proceedings, lawyer’s fees of the Customer or costs of publication of judgments or for claims for damages, if any, or other claims of third parties; the Customer shall indemnify and hold harmless the Agency in this respect.
13.3 Claims of the Customer for damages shall be forfeited six months after knowledge of the damage and in any case three years after the Agency’s infringement. Claims for damages shall be limited to the net contract value.
14. Data protection (visual emphasis according to court rulings)
The Customer agrees that his personal data, namely name, occupation, date of birth, Business Register Number, powers to represent the company, contact person, business address and other addresses of the Customer, phone number, fax number, e-mail address, bank details, credit card details, VAT number) maybe collected, stored, and processed electronically for the purpose of performance of the contract and support of the Customer and for the Agency’s own advertising and promotion purposes, for example by sending him offers, advertising brochures, or newsletters (in hard copy or electronic form) and for the purpose of making reference to the current of former business relationship with the Customer.
The Customer agrees to be sent electronic mail for advertising purposes until further notice.
Such consent may be revoked in writing via e-mail, fax, or letter to the contact details stated in the header of these GTC at any time.
15. Applicable law
The Agreement and all mutual rights and duties resulting therefrom, as well as any claims between the Agency and the Customer, shall be subject to Swiss substantive law, and its conflicts of laws rules and UN Sales Law shall be excluded.
16. Place of performance and place of jurisdiction
16.1 The place of performance shall be the registered office of the Agency. In the case that goods are shipped the risk shall pass to the Customer once the Agency has delivered the goods to the carrier chosen by it.
16.2 The agreed place of jurisdiction for all legal disputes arising between the Agency and Customer in connection with this contractual relationship shall be the court having jurisdiction over the subject-matter and the Agency’s registered office. Notwithstanding the foregoing, the Agency shall be entitled to sue the Customer at his general place of jurisdiction.
16.3 If only the masculine form is used herein for describing natural persons it shall equally refer to women and men. If a specific person is referred to, the respective gender-specific form shall be used.
Terms of Use: Freshman Year of NFT Accelerator
By checking the box next to this Terms of Use, and clicking the “Purchase” button, you as the student or client of NFT Accelerator (hereinafter “you” or “Client”) agree and willingly purchase entry into this program to be provided with services rendered by Promote and Scale GmbH (hereinafter “Promote and Scale”), and you agree you are voluntarily entering into a legally binding Agreement with Promote and Scale, inclusive of the following terms and conditions mutually agreed upon:
For good and valuable consideration as outlined below, the receipt and sufficiency of which is hereby acknowledged by all parties, Client is electing to purchase access to “NFT Accelerator". In exchange, Promote and Scale agrees to provide the services outlined in the Program Details below, and Program Outline Addendum attached hereto.
1. Program Outline
A.) Client agrees and understands that he/she is purchasing access to “NFT Accelerator” by Promote and Scale, a video education program designed to teach everything needed to be known about the NFT business, culture, and basic considerations, for launching an NFT collection or working as a marketing service provider. The Freshman Year of the NFT Accelerator includes information and education on NFT culture, marketing strategy, leadership, team building, investor mindset, basic online security, basic smart contract, lore writing and NFT tokenomics. Program also includes education and training modules from guest experts to give students a deep dive into their unique content areas as well, to provide a well-rounded and information-packed video education program.
B.) Client acknowledges that he/she has read the Program Outline Addendum and conducted any additional research necessary to feel he/she understands what is being provided in NFT Accelerator as well as what is not included. Client agrees to be bound by the terms and conditions outlined herein, as well as the general policies and procedures that can be found in this Agreement and on Promote and Scale’s website.
C)If at any time Client is found to be disruptive, making disparaging or defamatory comments about Program, Promote and Scale, Yasi, Ivana or any of the coaches/mentors, or otherwise negatively impacting Program for others and hindering or distracting other Clients from their own success, Promote and Scale reserves the right to remove such Client, without refund. Client understands this, and knows this is a risk if he/she elects to act in such an inappropriate manner. Client agrees this is a suitable remedy and action should he/she act in any of the ways outlined above.
2. Non-Disclosure
A) Client understands that one of the primary elements in purchasing NFT Accelerator and learning from Promote and Scale is the benefit of obtaining expert guidance, teachings, materials, and exercises that Promote and Scale has acquired through working with NFT clients. Following Client’s participation in this Program, Client will have gained access to various trade secrets and personal intellectual property of Promote and Scale, including but not limited to materials such as verbal advice, mindset guidance, strategies, written templates, modules, technical information, business advice, and/or other information that may have become available for use through Client’s participation. Client understands and acknowledges that this information is not to be openly shared with others who have not participated in Promote and Scale, without permission from Promote and Scale or Ivana Mitrovic personally.
B) Client agrees not to share, copy, or distribute any documents or other proprietary information obtained through NFT Accelerator and agrees that he or she will be in violation of these Terms of Use if he or she uses any of the Content outlined as his/her own material, or repurposes and uses the Content in his/her own business as a product or service being offered for sale, without express written permission of Promote and Scale. Client also understands and agrees he/she will not disclose or use any information provided to Client as part of their membership in NFT Accelerator, other than for personal use in her own business and social media accounts without prior written permission from Promote and Scale.
3. Testimonials
A.) Client understands and agrees that any and all commentary provided within the Promote and Scale 's channels and/or on public social media profiles belonging to Promote and Scale may be published and used as testimonials by Promote and Scale . Client gives Promote and Scale a non-exclusive license to use the copy as written inside all Promote and Scale channels, social media profile, in the email, or otherwise, and repost on Promote and Scale social media channels, in advertisements for NFT Accelerator, or other similar channels for the specific purpose of promoting and showcasing NFT Accelerator client results. Client understands that he/she will have no expectation of privacy within the Promote and Scale platform, and that any comments made may be used by Promote and Scale.
B.) The material, Client’s name, and other identifying information will likely be published on Promote and Scale’s website, social media, or otherwise. No payment or additional services will be provided in return for Testimonial, and Client understands he or she is granting Promote and Scale an unlimited, irrevocable license in perpetuity to use, publish, distribute, or repurpose any information provided to Promote and Scale as part of a Testimonial.
4. Refunds
A.) Promote and Scale wholly believes in its product, and the ability to teach serious students how to launch an NFT business. It believes the methods work, but only if the Client is dedicated to the process. Nevertheless, Promote and Scale offers a conditional 30-day money back guarantee if Client does not believe the information within is suitable for Client, or does not feel it works for Client. If Client is not completely satisfied with his/her purchase of NFT Accelerator within the first thirty (30) days, Client may contact Promote and Scale at support@markeit.ch, prior to 11:59 pm CET on the thirtieth day after Client purchased NFT Accelerator. In this email, Client must provide (1) the email address he/she used to purchase the Program, and (2) a short explanation for why Client would like a refund, and what about the Program was not what Client expected or wanted. Upon receipt of this information within the thirty-day window, Client will be offered a full refund. Company reserves the right to inquire with Client as to the basis of the refund, and assess whether Company is able to provide assistance and/or support to provide Client with a better experience of Program.
B.) Following this thirty-day window, all sales will be considered final, and Promote an Scale will not issue refunds for any reason. Please conduct any and all necessary research to determine if NFT Accelerator is right for you prior to purchasing – after the 30 day period, all purchases are final, and Client is responsible for the full payment of all program fees, whether or not Client completes Program.
5. Voluntary Participation
A.) Client understands and agrees that he/she is voluntarily choosing to enroll in NFT Accelerator and is solely responsible for any outcomes or results. While Promote and Scale believes in its services and that NFT Accelerator is able to help many people, You as the Client acknowledge and agree that Promote and Scale is not responsible nor liable to Client should Client sustain any injuries, incur harm, or encounter any negative ramifications. Client agrees that he/she is fully responsible for his/her health and well-being, including participation in NFT Accelerator and any results therein, and agrees that any decisions to implement strategies, tactics, and information contained within NFT Accelerator is solely the responsibility and decision of Client.
B.) CLIENT BEHAVIOR: While Client is allowed to express his/her opinion and honest reviews regarding NFT Accelerator and Promote and Scale, should Client make any false or disparaging comments within the Promote and Scale’s channels, social media accounts, or any other community or platform where NFT Accelerator students communicate, or otherwise publicly speak negatively about Promote and Scale, Ivana Mitrovic and/or Yasi Zhang, or any other member of NFT Accelerator or Promote and Scale, Client may be removed from the NFT Accelerator and Promote and Scale's community. Promote and Scale places community and positivity at the forefront of their brand, and in order to preserve community standards and experience for other members, a customer who cannot abide by this may lose his/her access to the community. Client understands that any extensive negativity or similar disruption to the community in this way may result in removal from the Program and all relevant communities, with NO REFUND.
6. Disclaimer
A.) Promote and Scale cannot guarantee results of NFT Accelerator, and cannot make any representations or guarantees regarding individual results. Client will hold Promote and Scale harmless if he or she does not experience the desired results, including but not limited to NFT sales.
B.) Earnings Disclaimer: Promote and Scale also does not make any guarantees or assurances regarding a particular financial outcome based on use of Program, nor is Promote and Scale responsible for Client earnings, or any increase or decrease in finances based upon information within NFT Accelerator. Any information or testimonials regarding past or current clients’ participation in NFT Accelerator or working with Promote and Scale contained on Website or in sales material that contain financial information are individual, and results may vary. Promote and Scale is not able to learn and assess all clients’ businesses, personal sales models, and strategies outside Program and as such, have no way of ensuring that Program will work or be applicable to all individuals or businesses. It is your job as the consumer to assess whether Program will be right or beneficial for you, and is in no way the responsibility of Promote and Scale, Ivana Mitrovic, or anyone else associated with Promote and Scale.
C.) Client understands that all services provided by Promote and Scale in connection with the Program being purchased are provided on an “as is” basis, meaning it is without any guarantees, representations, or warranties, including but not limited to warranties relating to quality, non-infringement, fitness for a particular purpose, merchantability, or expectation or course of performance. Client is choosing to purchase this Program and work with Promote and Scale on a purely voluntary basis and does not hold Promote and Scale or Program responsible should Client become dissatisfied with any portion of the Program.
D.) Client agrees that he/she does not have a cause of action, legal remedy, and is not entitled to a refund should he/she not achieve the results desired following completion of the program, as long as Promote and Scale delivers the Program as described in Paragraph 1 above, or similar substitutes, upon additional agreement by Promote and Scale and Client.
E.) Client agrees to hold Promote and Scale harmless should any physical, emotional, or financial injury occur as a direct or indirect result of use of NFT Accelerator. The content provided by Promote and Scale on his/her website and within NFT Accelerator is comprised of information that has worked for Promote and Scale and other clients, and may or may not be useful to Client in his/her personal business or life. Client understands Promote and Scalecannot guarantee results from this Program, and has no expectation of a specific result that he or she holds Promote and Scale responsible for.
7. Guest Expert Material
Program will include various modules, trainings, bonuses, and other education and information from those other than Promote and Scale, including but not limited to other social media influencers, industry leaders, experts, and professionals. All information, resources, training, education, modules, and other opinions provided by guest experts will be solely their own, based upon their education and experience, and are not necessarily a reflection of the opinions of Promote and Scale. Client agrees to indemnify and hold Promote and Scale harmless from any and all claims relating to material or information provided by a guest expert - any issues Client may have with a guest expert must be taken up with the guest expert directly.
8. Intellectual Property
A.) Client agrees and understands that Promote and Scale has created numerous original, creative works in connection with the Program, and agrees that Promote and Scale maintains all copyrights, licenses, and other intellectual property rights in all original or derivative content associated with or included in the Program, including but not limited to: videos, modules, documents, charts, emails, graphs, products, systems, processes, handouts, worksheets, copy for website or sales pages, and any other original work created by Promote and Scale (hereinafter “Content”). Client agrees she may be granted a limited right to use selected materials in the course of his or her own business, but understands that the original proprietary rights remain with Promote and Scale. Nothing in this Agreement shall constitute a transfer of ownership of any Intellectual Property from Promote and Scale to Client, nor grant any license to use the information, other than that which is expressly provided throughout the course of the Program.
B.) Client agrees and understands he/she is not to copy, repost, alter, publish, sell, assist others in selling, manipulate, distribute, or in any way exploit any of the content or intellectual property provided by Promote and Scale or obtained through working with Promote and Scale, without their express written consent. If such behavior is discovered or suspected, The Promote and Scale reserves the right to immediately end Client’s participation in the Program without refund, as well as access to any program or materials Client may have purchased, without refund, and reserve the right to prosecute any actionable infringement or misuse to the full extent of the law.
C) Licensee Rights: Promote and Scale’s Limited License to Client: Client understands that in purchasing the Program, she/he is gaining access to view all content and information available as part of the Program, as well as any additional information or content shared with him/her by Promote and Scale as she sees fit. Client understands this means he/she will have been granted a limited, revocable, non-transferable license to read and use the information provided for use in his/her business and life, as instructed or allowed by Promote and Scale. As a “Licensee,” Client understands and agrees that Client will not:
- Copy, edit, distribute, duplicate or steal any information or any Content obtained through Program without written permission by Promote and Scale;
- Post, distribute, copy, steal or otherwise use any portion of the Program or its content, or information obtained via other members in the group Program without written permission by Promote and Scale, and understand that any such use may constitute infringement, which may give rise to a cause of action against Client.
- Claim any content created by Promote and Scale as part of the Program or otherwise given to Client is his/her own, meaning he/she cannot claim any content created by Promote and Scale was Client’s work, and use in his/her business as his/her own.
- Share purchased materials, information, content with others who have not purchased them.
- Client further acknowledges and understands that any such actions including but not limited to those outlined above will likely constitutes infringement and/or theft of our work, and a violation of this Agreement and Swiss laws.
9. Idemnification
Client agrees at all times to defend, fully indemnify and hold Promote and Scale and any affiliates, agents, team members or other party associated with Promote and Scale harmless from any causes of action, injury, illness, misunderstanding, damages, losses, costs, expenses incurred as a result of Client’s use of Program, as well as any third-party claims of any kind (including attorney’s fees) arising from his/her actions as a direct or indirect result of Client’s participation in Program. Should Promote and Scale be required to defend herself in any action directly or indirectly involving Client, or an action where we decide Client’s participation or assistance would benefit Promote and Scale’s defense, Client agrees to participate and provide any evidence, documents, testimony, or other information deemed useful by Promote and Scale, free of charge.
9. Program Access
10. Dispute Resolution
A.) Client is to have continued access to Program for TWO (2) YEARS after the date on which it was originally purchased. When Client gets close to the two (2) year mark, Promote and Scale will advise Client of same via the email they used to purchase Program, and Client will have the opportunity to download all applicable Program materials prior to access ending. If Client fails to check this email in time, or otherwise does not download materials before Program access ends, Promote and Scale is not responsible for any loss in Program materials, or loss of access.
A.) Should a dispute arise between Promote and Scale and Client, the parties agree to attempt to resolve by good-faith negotiations and discussions. (Client agrees that failure to see results is not a basis for a “dispute” and agrees he or she does not hold Promote and Scale responsible for any specific results, or those results which have been achieved by other clients of Promote and Scale.)
B.) If unable to reach a resolution informally, Client and Promote and Scale agree that all disputes will be submitted for Arbitration by the Swiss Arbitration Association, to be completed in Zug, Switzerland within a reasonable amount of time. Client and Promote and Scale agree to participate in the arbitration process in good faith and in a manner that will effectively and efficiently resolve the dispute at hand, including the exchange of any materials, documents, or information. The decision made by the arbitrator is to be final and binding on both parties, and is not to be appealed or otherwise set aside. It is to be enforceable in any court of proper jurisdiction as a judgement of law or decree.
11. Applicable Law
This Agreement shall be governed by and under control of the laws of Switzerland regardless of conflict of law principles, and regardless of location of Client. Client understands this and agrees that the laws of Switzerland are to be applicable here.
12. Amendments
This Agreement may be amended and/or updated by Promote and Scale from time to time as needed, to reflect the growth and updates to Program and services offered. Should any material changes be made, Promote and Scale will notify all current Program users via the email address used to sign up, with continued use of Program to constitute acceptance and agreement to the updated Terms.
Program Outline Adendum
Client understands, acknowledges, and agrees he/she is purchasing access to NFT Accelerator by Promote and Scale. Once the Program is purchased, Client will receive access to the full Program, and will have the opportunity to self-pace throughout each “year” of the Program, beginning with “Freshman Year.” Client is to have continued access for a period of two (2) years, and the ability to download any downloadable material prior to the end of this two (2) year period.
What is Included Within NFT Accelerator
1. Video Modules
As outlined on the sales page, the Freshman Year of the NFT Accelerator includes the following ten (10) modules:
Module 1: Things You Need to Know Before you Start
Module 2: Understand the Web3 Space and Culture
Module 3: How to be Different Than Others
Module 4: Put Together a Winning Team
Module 5: Be the Leader Everyone Wants to Follow
Module 6: Learn How NFT Investors Think
Module 7: Secure Yourself From Being Hacked
Module 8: The Basics of NFT Smart Contracts
Module 9: Learn How to Write Good Lore
Module 10: NFT Tokenomics 101
These Modules are intended to release proprietary information created by Promote and Scale for personal benefit of Client. Client agrees and understands that he/she is not to share, copy, distribute, or otherwise use (other than that which is expressly allowed) the information provided to her as a result of her participation in NFT Accelerator.