Terms Of Services & Conditions Of Use
IMPORTANT! PLEASE READ THIS DOCUMENT CAREFULLY BEFORE MAKING A PURCHASE, ACCESSING, OR USING OUR WEBSITE. REFUND POLICY: We are committed to creating the best training and support in the elderly care investing industry and we want our students to get valuable, actionable content to achieve success. Therefore, we have a 90 day guarantee. The terms of this guarantee are as follows for the digital version of the product: If you have used your RCG business kit, studied through at least module 3 and/or used your free RCG consultation, you are not eligible for a refund because you have consumed enough of the material and we have invested our time into helping you. But if you NEVER used your consulting call, and you have NOT watched past module 2, you are eligible for a refund. Feel free to contact us with any questions by sending an email to email@example.com or calling our secure voicemail line at (916) 905-6918.
For the physical product, the terms are the same, except if you return the product in bad condition, we will deduct a $150 fee for replacing the materials. Please send the physical product to our return address (please email support to confirm return address):
RCG Product Fulfillment
326 Main Ave S
Magee, MS 39111
Non-Disclosure & Non-Competition Agreement of Proprietary Information
This NON-DISCLOSURE & NON-COMPETITION AGREEMENT (the “Agreement”) is made between Residential Care Gateway. (the “Company”) and the client of the website and product (the “client”) In consideration of the mutual promises and agreements hereinafter set forth, Company and client agree as follows: 1. Confidentiality. (a) Definitions. “Proprietary Information” is all information and any idea whatever form, tangible or intangible, pertaining in any manner to the business of Company, or any of its Affiliates, or its employees, clients, consultants, or business associates, which was produced by any owner, staff or consultant of Company in the course of his or her ownership, employment or consulting relationship or otherwise produced or acquired by or on behalf of Company. All Proprietary Information not generally known outside of Company’s organization, and all Proprietary Information so known only through improper means, shall be deemed “Confidential Information.” Confidential Information may be contained in oral communications, as well as in any tangible expressions referring or relating, but not limited to: (1) formulas, mentoring and/or coaching strategies, research and development techniques, processes, trade secrets, computer programs, books and other written materials, any copyrightable materials, software, system architecture, hardware, electronic codes, inventions, innovations, patents, patent applications, discoveries, improvements, data, know-how, formats, test results, research projects, manuals, specifications, documentation, notes, industry contacts; (2) information about costs, profits, markets, sales, contracts and lists of customers, student lists, and distributors; (3) business, marketing, and strategic plans; (4) forecasts, unpublished financial information, budgets, projections, and customer identities, characteristics and agreements; and (5) employee personnel files and compensation information. Confidential Information is to be broadly defined, and includes all information that has or could have commercial value or other utility in the business in which Company is engaged or contemplates engaging, and all information of which the unauthorized disclosure could be detrimental to the interests of Company, whether or not such information is identified as Confidential Information by Company. (b) Existence of Confidential Information. The Company owns and has developed and compiled, and will develop and compile, certain trade secrets, proprietary techniques, coaching and/or mentoring techniques and strategies, and other Confidential Information which have great value to its business. This Confidential Information includes not only information disclosed by Company to client, but also information developed or learned by client during the course of client visit at facilities or classes. All materials referring or relating to Confidential Information, any software, hardware, equipment or devices incorporating any Confidential Information are and shall remain the sole and exclusive property of Company, except as set forth in this Agreement. Client shall have no interest in or rights to use or disclose Confidential Information. (c) Protection of Confidential Information. Client will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any third party, other than in client assigned duties and for the benefit of Company with written consent of Company, any of Company’s Confidential Information, either during or after client staffs attendance of event. Client acknowledges that client is aware that the unauthorized disclosure of Confidential Information of Company may be highly prejudicial to its interests, an invasion of privacy, and an improper disclosure of trade secrets. Client agrees that all Confidential Information made known to client during or after the event is subject to this Agreement and will be received and held in confidence. Client will take all necessary steps to prevent disclosure of Confidential Information to others and will not use or disclose Confidential Information except as set forth in this Agreement or with the express prior written consent of Company. Client shall immediately notify Company of any actual or suspected unauthorized use or disclosure of Confidential Information, and shall cooperate with Company in obtaining injunctive or other equitable relief and in any suit for damages. If client receives a subpoena or other legal process seeking disclosure of Confidential Information, client shall immediately notify Company and cooperate fully with Company in contesting such disclosure. (d) Delivery of Confidential Information. Upon request or when client company relationship terminates, client will immediately deliver to Company all copies of any and all materials and writings received from, created for, or belonging to Company including, but not limited to, those which relate to or contain Confidential Information. (e) Location and Reproduction. Client shall maintain at clients work station and/or any other place under clients control only such Confidential Information as client has a current “need to know.” Client shall return to the appropriate person or location or otherwise properly dispose of Confidential Information once that need to know no longer exists. Client shall not make copies of or otherwise reproduce Confidential Information unless there is a legitimate business need of Company for reproduction. (f) Prior Actions and Knowledge. Client represents and warrants that from the time of client’s first contact with Company client held in strict confidence all Confidential Information and have not disclosed any Confidential Information, directly or indirectly, to anyone outside Company, or used, copied, published, or summarized any Confidential information, except to the extent otherwise permitted in this Agreement. (g) Third-Party Information. Client acknowledges that Company has received and in the future will receive from third parties their confidential information subject to a duty on Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Client agrees that, during the event and thereafter, Client will hold all such confidential information in the strictest confidence and not to disclose or use it, except as necessary to perform client’s residential care investment hereunder and as is consistent with Company’s agreement with such third parties. (h) Duration of obligations. client’s obligations under Section 1. Confidentiality shall survive expiration or termination of this Agreement for any reason for a period of five (5) years after the date of expiration or termination. 2. Intellectual Property Rights. (a) Definition. The term “Subject Ideas or Inventions” includes any and all ideas, processes, trademarks, service marks, inventions, designs, technologies, computer hardware or software, original works of authorship, formulas, discoveries, patents, copyrights, copyrightable work products, marketing and business ideas, and all improvements, know-how, data, rights, and claims related to the foregoing that, whether or not patentable, which are conceived, developed or created and which: (1) relate to Company’s current or contemplated business or activities; (2) relate to Company’s actual or demonstrably anticipated research or development; (3) result from any work performed by client for Company; (4) involve the use of Company’s equipment, supplies, facilities or trade secrets; (5) result from or are suggested by any work done by Company or at Company’s request, or any projects specifically assigned to client; or (6) result from client’s access to any of Company’s memoranda, notes, records, drawings, sketches, models, maps, customer lists, research results, data, formulae, specifications, inventions, processes, equipment or other materials (collectively, “Company Materials”). (b) Company Ownership. All right, title and interest in and to all Subject Ideas and Inventions, whether or not registered or registrable, patented or patentable shall be held and owned solely by Company, and where applicable, all Subject Ideas and Inventions shall be considered works made for hire. Client shall mark all Subject Ideas and Inventions with Company’s copyright or other proprietary notice as directed by Company and shall take all actions deemed necessary by Company to protect Company’s rights therein. In the event that the Subject Ideas and Inventions shall be deemed not to constitute works made for hire, or in the event that client should otherwise, by operation of law, be deemed to retain any rights (whether moral rights or otherwise) to any Subject Ideas and Inventions, client hereby assigns and otherwise transfers and agrees to assign and otherwise transfer to Company, without further consideration, client’s entire right, title and interest in and to each and every such Subject Idea and Invention. (c) Disclosure. client agrees to promptly disclose the details of any Subject Idea and Invention to an authorized representative of Company, and provide such representative with all information in client’s possession relative thereto including all possible applications for such Subject Idea and Invention. (d) Company’s rights. client agrees that Company may apply for and receive a patent or patents, trademark or trademarks, copyright or copyrights for Subject Ideas and Inventions in its own name. Client agrees that when requested, without charge to, but at the expense of Company, its successors, assigns and legal representatives, to execute all patent applications including, but not limited to, divisional applications, continuation applications, continued prosecution applications, continuation-in-part applications, substitute applications, renewal applications, reissue applications, reexaminations, all trademark registration and all original copyright registration. Client agrees to execute all rightful oaths, assignments, powers of attorney, and other papers relating to patent applications, trademark registration and copyright registration. Client agrees to communicate all facts known to client relating to said Subject Ideas and Inventions and the history thereof. In addition, Client agrees to generally assist Company, its successors, assigns or representatives in securing and maintaining proper patent protection, trademark protection and copyright protection. (e) Determination of Subject Ideas and Inventions. Client further agrees that all information and records pertaining to any idea, process, trademark, service mark, invention, technology, computer hardware or software, original work of authorship, design, formula, discovery, patent, copyright, product, and all improvements, know-how, rights, and claims related to the foregoing (“Intellectual Property”), that Client does not believe to be a Subject Idea or Invention, but that is conceived, developed, or reduced to practice by Company (alone by client or with others) during the Period of Event and for one (1) year thereafter, shall be disclosed promptly by client to Company (such disclosure to be received in confidence). Company shall examine such information to determine if in fact the Intellectual Property is a Subject Idea or Invention subject to this Agreement. (f) Access. Because of the difficulty of establishing when any Subject Ideas or Inventions are first conceived by client, or whether it results from client’s access to Confidential Information or Company Materials, client agrees that any Subject Idea and Invention shall, among other circumstances, be deemed to have resulted from client’s access to Company Materials if: (1) it grew out of or resulted from client’s work with Company or is related to the business of Company, and (2) it is made, used, sold, exploited or reduced to practice, or an application for patent, trademark, copyright or other proprietary protection is filed thereon, by client or with client’s significant aid, within one year after termination of the Period of Employment. (g) Assistance. client further agrees to assist Company in every proper way (but at Company’s expense) to obtain and from time to time enforce patents, copyrights or other rights or registrations on said Subject Ideas and Inventions in any and all countries, and to that end client will execute all documents necessary: (1) to apply for, obtain and vest in the name of Company alone (unless Company otherwise directs) letters patent, copyrights or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same; and (2) to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright or other analogous protection; and (3) to cooperate with Company (but at Company’s expense) in any enforcement or infringement proceeding on such letters patent, copyright or other analogous protection. (h) Existing Ideas. client acknowledges that there are no currently existing ideas, processes, inventions, discoveries, marketing or business ideas or improvements which client desire to exclude from the operation of this Agreement. To the best of client’s knowledge, there is no other contract to assign inventions, trademarks, copyrights, ideas, processes, discoveries or other intellectual property that is now in existence between client and any other person (including any business or governmental entity). (i) No Use of Name. client shall not at any time use Company’s name or any Company trademark(s) or trade name(s) in any advertising or publicity without the prior written consent of Company. 3. Competitive Activity. client agrees that during clients interaction with company and for a period of 5 years after termination of the Period of interaction, without Company’s express written consent, client shall not, directly or indirectly, (i) conduct any duplication or training of material provided and or of the topic of residential care homes, assisted living, and or any other names that describe that type of business activity. Client agrees that each of the aforementioned names and business entities, along with any future derivations or affiliations, were introduced by Residential Care Gateway, Inc. Client acknowledges that any pursuit of such activities will necessarily involve the use, disclosure or misappropriation of Confidential Information. 4. Representations and Warranties. Client represents and warrants (i) that client has no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with undertaking a relationship with Company; (ii) that the performance of the services called for by this Agreement do not and will not violate any applicable law, rule or regulation or any proprietary or other right of any third party; (iii) that client will not use in the performance of responsibilities for Company any materials or documents of a former employer; and (iv) that client has not entered into or will not enter into any agreement (whether oral or written) in conflict with this Agreement. 5. Termination. (a) Upon the termination of relationship with Company or promptly upon Company’s request, client shall surrender to Company all equipment, tangible Proprietary Information, documents, books, notebooks, records, reports, notes, memoranda, drawings, sketches, models, maps, contracts, lists, computer disks (and other computer-generated files and data), any other data and records of any kind, and copies thereof (collectively, “Company Records”), created on any medium and furnished to, obtained by, or prepared by client in the course of or incident to client’s environment, that are in client’s possession or under at client control. (b) client’s representations, warranties, and obligations contained in this Agreement shall survive the termination of the event. (c) Following any termination of relationship, client will fully cooperate with Company in all matters relating to client;s continuing obligations under this Agreement. 6. Injunctive Relief. client acknowledges that failure to carry out any obligation under this Agreement, or a breach by client of any provision herein, will constitute immediate and irreparable damage to Company, which cannot be fully and adequately compensated in money damages and which will warrant preliminary and other injunctive relief, an order for specific performance, and other equitable relief. Client further agrees that no bond or other security shall be required in obtaining such equitable relief and client hereby consents to the issuance of such injunction and to the ordering of specific performance. client also understand that other action may be taken and remedies enforced against client. 7. General Provisions. (a) Modification. No modification of this Agreement shall be valid unless made in writing that explicitly refers to the amendments of this Agreement and is signed by both parties. (b) Binding Effect. This Agreement shall be binding upon client, client’s heirs, executors, assigns and administrators and is for the benefit of Company and its successors and assigns. (c) Governing Law. This Agreement shall be construed in accordance with, and all actions arising under or in connection therewith shall be governed by, the internal laws of the State of Florida. Any disputes between the parties with respect to this Agreement shall be settled in the County of Orange, State of Florida. The parties waive any other venue to which either party may be entitled by domicile or otherwise. (d) Integration. This Agreement sets forth the parties’ mutual rights and obligations with respect to proprietary information, prohibited competition, and intellectual property. It is intended to be the final, complete, and exclusive statement of the terms of the parties’ agreements regarding these subjects. This Agreement supersedes all other prior and contemporaneous agreements and statements on these subjects, and it may not be contradicted by evidence of any prior or contemporaneous statements or agreements. To the extent that the practices, policies, or procedures of Company, now or in the future, apply to client and are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control unless changed in writing by Company. (e) Construction. This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. By way of example and not limitation, this Agreement shall not be construed against the party responsible for any language in this Agreement. The headings of the paragraphs hereof are inserted for convenience only, and do not constitute part of and shall not be used to interpret this Agreement. (f) Attorneys’ Fees. Should either client or Company, or any heir, personal representative, successor or permitted assign of either party, resort to legal proceedings to enforce this Agreement, the prevailing party in such legal proceeding shall be awarded, in addition to such other relief as may be granted, attorneys’ fees and costs incurred in connection with such proceeding. (g) Severability. If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect. (h) Rights Cumulative. The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either Company or client (or by that party’s successor), whether pursuant hereto, to any other agreement, or to law, shall not preclude or waive that party’s right to exercise any or all other rights and remedies. No waiver shall be construed as a waiver of any succeeding breach, whether or not of the same or a different term or condition. This Agreement will inure to the benefit of Company and its successors and assigns. (i) Non-waiver. The failure of either Company or client, whether purposeful or otherwise, to exercise in any instance any right, power or privilege under this Agreement or under law shall not constitute a waiver of any other right, power or privilege, nor of the same right, power or privilege in any other instance. Any waiver by Company or by client must be in writing and signed by either client, if client is seeking to waive any of the rights under this Agreement, or by an officer of Company or some other person duly authorized by Company. (j) Notices. Any notice, request, consent or approval required or permitted to be given under this Agreement or pursuant to law shall be sufficient if it is in writing, and if and when it is hand delivered or sent by regular mail, with postage prepaid, to clients residence (as noted in Company’s records), or to Company’s principal office, as the case may be. (k) Date of Effectiveness. This Agreement shall be deemed effective as of the commencement of client’s purchase of any product from Company. (l) Agreement to Perform Necessary Acts. client agrees to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement. (m) Assignment. This Agreement, or any right or interest under this Agreement shall not be assigned, nor shall any work or obligation to be performed under this Agreement be delegated, voluntarily, by operation of law or otherwise, without the parties’ prior written consent. Any attempted assignment in contravention of this Section (n) shall be void and ineffective. The terms of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the permitted respective successors and assigns of the parties hereto. (n) Compliance with Law. Client agrees to abide by all federal, state, and local laws, ordinances and regulations. (o) client Acknowledgment. Client acknowledges that client has had the opportunity to consult legal counsel in regard to this Agreement, that client has read and understands this Agreement, that client is fully aware of its legal effect, and that client has entered into it freely and voluntarily and based on client’s own judgment and not on any representations or promises other than those contained in this Agreement. (p) Counterparts. This Agreement may be signed in counterparts, which together shall constitute one agreement. If this Agreement is signed in counterparts, no signatory hereto shall be bound until both parties named below have duly executed, or caused to be duly executed, a counterpart of this Agreement. Last updated: October 9, 2014