Terms of Purchase – Digital Wealth Academy

Last Modified: April 2, 2024

1. PARTIES. In consideration of being permitted to use, access and resell the Digital
Wealth Academy online course (the “Product”), and the value you will gain by using,
accessing and reselling the Product, you hereby agree to these Terms of Purchase. These
Terms of Purchase are entered into between you (hereinafter “you” or “Licensee”) and
THE DIGITAL WEALTH ACADEMY LLC, a Florida limited liability company
(hereinafter “Company”, “Licensor”, “we” or “us”). You and the Company are
collectively referred to herein as the “Parties”.

2. ACCEPTANCE OF TERMS OF PURCHASE. The following Terms of Purchase
(“Terms”) govern your use of, access to and reselling of the Product. These Terms are
legally binding and it is your responsibility to read them before you begin to use, access,
or resell the Product. Your act of purchasing, using, or distributing the Product, whether
directly from Company or from an authorized licensee, constitutes your acceptance of
these Terms, including any modifications or updates that Company may make to these
Terms from time to time. Any such modifications or updates will be effective
immediately upon notice to you, which may be given by any reasonable means including
via email or through an update posted on a website provided by Company.

3. TERM. These Terms shall be effective on the date of purchase of the Product by
Licensee and shall continue in full force until terminated as provided herein. Upon
termination or expiration of the term, all rights granted to the Licensee under these
Terms, including the right to resell the Product, shall immediately cease and the Licensee
shall immediately cease all use, promotion, and sales of the Product. Termination or
expiration of these Terms shall not affect any rights or obligations that: (a) are meant to
survive termination (including but not limited to indemnification and limitations of
liability); and/or (b) have accrued prior to such termination.

4. PAYMENT. In full consideration of Company’s performance, obligations and the rights
granted herein, Licensee agrees to either: (1) pay in full in the amount of $497.00 at the
time of registration; or (2) pay in 3 monthly installments in the amount of $165.00 per
installment, with the first installment paid at the time of registration. Licensee may
choose to finance payments through third party companies After Pay or Klarna. All
payments made by Licensee to Company are non-refundable. If Licensee elects to pay in
monthly installments, payment shall be automatically collected by Company on a
monthly basis. If Licensee elects to pay in monthly installments, Licensee may not
terminate or cancel any future payment obligations. If Licensee elects to pay in monthly
installments, Licensee hereby authorizes Company to maintain Licensee’s account and
payment information and charge that account automatically in accordance with these
Terms. Due to the nature and immediate access to the Product, if Licensee discontinues
use of the Product, Licensee hereby agrees to remain responsible for all outstanding
payments for the remainder of the Term. Payment will be collected by Company via
Credit Card and through the Company’s website. Licensee hereby gives Company
authorization to charge its credit/debit card on file for any outstanding fees. Payment
failure will result in termination of the license granted herein effective immediately.
Licensee agrees and warrants that all payment instruments, credit cards and related
information, i.e. billing address, used in connection with Licensee’s purchase of the
Product are correct and that Licensee is authorized to use such payment instrument.

5. LATE FEES. If Company does not receive payment from Licensee within fourteen (14)
calendar days of any payment date, then Licensee will be charged a late fee of 1.5% of
the outstanding amount per each day that Company does not receive payment.

6. CHARGEBACKS. Licensee to make every attempt to file for a refund prior to
attempting a chargeback with a financial institution. Licensee will remain responsible for
amounts due pursuant to these Terms in the event Licensee disputes payment with a
financial institution. In the event of a chargeback attempt, Licensee expressly agrees to
forfeit any and all intellectual property licenses and/or deliverables afforded to Licensee
in exchange for purchase of the Product. Company reserves the right to present proof of
purchase and these Terms to the financial institution investigating the dispute.

7. PRODUCT LICENSE. By purchasing the Product, and only after the Product purchase
price is paid in full unless otherwise provided herein, Licensee is granted a non-exclusive
license to resell the Product to others with Master Resell Rights. Master Resell Rights
allow those the right to resell and redistribute a certain product while retaining the profit
from sales. This license does not include any rights to the use or incorporation of the
Company’s videos within the online course. This license extends only to the files and text
which are included in the Product. If Licensee desires to incorporate videos with its
online course, Licensee must incorporate its own videos. Subsequent to Company’s
receipt of full payment from Licensee for the Product in the amount of $497.00 or if
Licensee opts to make monthly payments to Company through third party companies
After Pay or Klarna, Licensee may sell the Product as many times as desired and retain
the profits. Licensee is not permitted to modify or alter the product in any way, shape or
form unless expressly provided herein. Licensee is permitted to brand its own sales
process and claim ownership over such sales process. Licensee is not permitted to use
Company’s branding or intellectual property for any purpose. Licensee may transfer the
rights to resell the Product if and only if the Product is sold for the minimum price of
$497.00.

8. INTELLECTUAL PROPERTY. All copyrights, patents, trademarks, trade secrets, and
other intellectual property rights in the Product are and shall remain the sole and
exclusive property of Company/ Licensor. Licensee is granted a non-exclusive, non-
transferable, revocable right to resell the Product in accordance with these Terms. These
Terms do not convey to the Licensee any rights of ownership in or related to the Product,
or any intellectual property rights owned by the Company. The Licensee shall not attempt
to register, or assist others in registering, any trademark, copyright, or other intellectual
property that is substantially similar to the Company's. In the event the Licensee becomes
aware of any potential infringement of the Company's intellectual property rights, the
Licensee must promptly notify the Company in writing.

9. LICENSE RESTRICTIONS. Licensee shall not modify, adapt, translate, reverse
engineer, decompile, disassemble or otherwise tamper with the Product with the
exception of filming and incorporating Licensee’s own videos. Notwithstanding the
foregoing, these restrictions include but are not limited to the following: (1) Selling
portions of the Product; (2) Renaming the Product; (3) Changing material within the
Product; (4) Changing the creator of the Product. Licensee shall not claim ownership of
the Product copyright. Licensee shall not impersonate the Company in any way including
Company’s business, brand’s name, content, other products, and other intellectual
property.

10. RESELLING RESTRICTIONS. Licensee may resell the Product to end users without
transferring the Master Resell Rights. Reselling to other resellers is permitted. If reselling
the Master Resell Rights of this Product, the Licensee agrees to include these Terms with
the product and to ensure that all customers adhere to these Terms. Failure to adhere to
these Terms will result in the revocation of the Licensee’s resell rights, termination of
Licensee’s license under these Terms, and Company will pursue legal action for damages
caused by the misuse of this Product. Licensee is not permitted to give away the Product
for free, or as part of a free bundle; however, Licensee may include additional content or
opportunities with the Product so long as those opportunities do not conflict with the
Product or the Product’s content.

11. MARKETING RESTRICTIONS. Any marketing or promotional activities conducted by the
Licensee must accurately reflect the Product's purpose and capabilities. Marketing of the
Product under false pretenses, misrepresentation, or any form of deceptive practice is
strictly prohibited and constitutes a material breach of these Terms. Licensee shall bear
all responsibility and liability for any false, misleading, or inaccurate representations
made in relation to the Product. Company does not endorse or permit the use of income
claims for the purpose of marketing the Product unless there is an express and written
earnings disclaimer prominently featured with such marketing materials. Licensee agrees
to indemnify Company from any damages sought from the Licensee that are a direct
result from advertising income claims. Licensee agrees that they are responsible for their
own business and that Company is not a part of nor endorses the actions of their business
entity. On one single occasion per month, Licensee is permitted to offer a promotion of a
$50.00 gift card to their customers. Licensee is not permitted to offer a promotion of a
gift card in any other circumstances unless expressly provided herein and may not offer a
promotion of a gift card for any amount that exceeds $50.00.

12. PAYMENT PLATFORMS. Licensee acknowledges and agrees to use third-party
payment platforms ("Payment Platform") for the sale and distribution of the Product.
Licensee agrees to comply with all terms, conditions, policies, and guidelines of the
Payment Platform and to conduct all transactions in compliance with all applicable laws
and regulations. Licensee shall indemnify, defend, and hold harmless Company, its
officers, directors, employees, agents, successors, and assigns from and against any and
all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements,
interest, awards, penalties, fines, costs, or expenses of whatever kind, including legal
fees, arising from or relating to the Licensee’s use of the Payment Platform, including but
not limited to the Licensee’s non-compliance with the Payment Platform's terms,
conditions, policies, guidelines, or any applicable laws or regulations. Company is not
responsible or liable for any aspect of the Payment Platform, including but not limited to,
the availability, accuracy, reliability, or legality of the Payment Platform. Company
makes no representations, warranties, or guarantees regarding the Payment Platform.
Licensee acknowledges and agrees that any dispute or claim arising out of or in
connection with the Payment Platform is between the Licensee and the Payment
Platform, and Company shall have no liability or obligation in connection therewith.

13. MINIMUM SALE PRICE. Licensee agrees that the minimum sale price for the Product
shall be $497.00 ("Minimum Sale Price"). Any discounts, promotions, or other pricing
strategies employed by the Licensee must maintain the sale price at or above the
Minimum Sale Price. In no event shall the Licensee offer or apply any discounts or
promotions that would result in the sale price of the Product falling below the Minimum
Sale Price. Licensee acknowledges and agrees that failure to adhere to the Minimum Sale
Price may result in immediate termination of these Terms and Licensee’s license, at
Company’s sole discretion, in addition to any other remedies available to Company under
law or equity. Licensee is permitted to offer gifts or bonuses as part of the promotion of
the Product, provided that these offerings do not function as a discount on the Product's
sale price. Licensee acknowledges and agrees that any gift or bonus offered must be
separate from and not linked to a reduction in the sale price of the Product below the
Minimum Sale Price. On one single occasion per month, Licensee is permitted to offer a
promotion of a $50 gift card to their customers.

14. AGREEMENT MODIFICATION. Licensee acknowledges and agrees that these Terms
constitute the complete and exclusive statement of the agreement between the Licensee
and Company, and that it supersedes all proposals or prior agreements, oral or written,
and all other communications between the parties relating to the subject matter of these
Terms. Licensee is not permitted to modify or amend these Terms in any manner without
the express written consent of Company. Any such unauthorized modification or
amendment will be null and void. Licensee agrees not to enter into any other contract or
agreement that would supersede, alter, or conflict with these Terms. Any such contract or
agreement will be null and void to the extent that it conflicts with these Terms. Licensee
acknowledges and agrees that it is their sole responsibility to review these Terms
periodically to familiarize themselves with any modifications. Continued use of the
Product after any such modifications constitutes the Licensee's agreement to such
changes.

15. REFUND POLICY. Licensee acknowledges and agrees that due to the nature of the Product
being eligible for download, all sales of the Product are final and non-refundable.
Licensee must clearly communicate this return policy to their customers prior to the sale
of the Product, ensuring that customers understand that they are purchasing a nonrefundable product. Failure to comply with this return policy or any misrepresentation of
it to customers may result in immediate termination of these Terms, at the sole discretion
of Company, in addition to any other remedies available to Company under law or equity.

16. CONFIDENTIAL INFORMATION. Licensee acknowledges that they may have access
to confidential and proprietary information ("Confidential Information") of Company.
Confidential Information includes but is not limited to customer lists, business plans,
financial data, marketing plans, product specifications, and other proprietary knowledge
related to the Product or Company. Licensee agrees that they will not disclose,
disseminate, or make available any Confidential Information received from Company,
directly or indirectly, to any third party without the prior written consent of Company.
Licensee further agrees to take all reasonable precautions to prevent any unauthorized
use, disclosure, dissemination, or publication of Confidential Information, including
ensuring that any employees, contractors, or other agents who have access to Confidential
Information sign a non-disclosure agreement.

17. AUDIT RIGHTS. Company reserves the right to audit, at its sole discretion and at any
reasonable time, the Licensee's books, records, and operations related to the use, sale, and
distribution of the Product to ensure compliance with these Terms. Company reserves the
right to inspect and approve the Product before it is made available to the public.

18. INDEMNIFICATION. Licensee agrees to indemnify, defend, and hold harmless
Company and its officers, directors, employees, agents, affiliates, successors, and
permitted assigns (collectively, "Indemnified Party"), against any and all losses, damages,
liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards,
penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees,
fees and the costs of enforcing any right to indemnification under these Terms, and the
cost of pursuing any insurance providers, arising out of or resulting from any claim of a
third party related but not limited to: (a) any breach or non-fulfillment of any
representation, warranty, or covenant contained in these Terms, or any other agreement
contemplated hereby, by the Licensee; (b) any use or misuse of the Product by the
Licensee or any third party gaining access to the Product through the Licensee; or (c) any
infringement of intellectual property rights arising from the Licensee's unauthorized use
or modification of the Product.

19. LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law, in no
event shall Company, its affiliates, directors, employees or its licensors be liable for any
direct, indirect, punitive, incidental, special, consequential or exemplary damages,
including without limitation damages for loss of profits, goodwill, use, data or other
intangible losses, that result from the use of, or inability to use, the Product. Under no
circumstances will the Company be responsible for any damage, loss or injury resulting
from hacking, tampering or other unauthorized access or use of the Product or the
information contained therein beyond $497.00, the purchase price of the Product. To the
maximum extent permitted by applicable law, the Company assumes no liability or
responsibility for any (a) errors, mistakes, or inaccuracies of content; (b) personal injury
or property damage, of any nature whatsoever, resulting from the Licensee's access to and
use of the Product; (c) unauthorized access to or use of Company's secure servers and/or
any and all personal information stored therein; (d) interruption or cessation of
transmission to or from the Product; (e) bugs, viruses, trojan horses, or the like that may
be transmitted to or through the Product by any third party; (f) errors or omissions in any
content or for any loss or damage incurred as a result of the use of any content posted,
emailed, transmitted, or otherwise made available through the Product; and/or (g) user
content or the defamatory, offensive, or illegal conduct of any third party.

20. REVOCATION OF LICENSE. Licensee acknowledges and agrees that any violation of these
Terms, including but not limited to the unauthorized sale, distribution, modification, or
use of the Product, will result in the immediate revocation of the license granted herein.
Upon revocation of the license, the Licensee shall immediately cease all use, sale,
distribution, and promotion of the Product and all associated materials. The Licensee
shall also remove the Product from any and all platforms where it may be available,
including but not limited to websites, membership sites, and online stores. Licensee
understands and agrees that revocation of the license does not absolve the Licensee of
any obligations under these Terms, including but not limited to the obligation to maintain
the Minimum Sale Price and to refrain from offering the Product as a bonus or selling it
on auction sites. Upon revocation of the license, Company reserves the right to pursue
any and all legal remedies available under law or equity.

21. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES. Use of the
Product, sending emails to Company, and completing online forms constitute electronic
communications. Licensee consents to receiving electronic communications, and
Licensee agrees that all agreements, notices, disclosures, and other communications
provided to Licensee electronically by Company, via email and on the Product, satisfy
any legal requirement that such communication be in writing. LICENSEE HEREBY
AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS,
AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES,
POLICIES, AND RECORDS OF THE TRANSACTIONS INITIATED OR
COMPLETED BY COMPANY OR VIA THE PRODUCT. Licensee hereby waives any
rights or requirements under any statutes, regulations, rules, ordinances, or others laws in
any jurisdiction which require an original signature or delivery or retention of nonelectronic records, or to payments or the granting of credits by any means other than
electronic means.

22. FORCE MAJEURE. If either Party hereto is unable to perform any of its obligations,
with the exception of payment, by reason of fire or other casualty, strike, act or order of
public authority, global pandemic, administrative order by governmental authority, act of
God, or other cause beyond the control of such Party (hereinafter, a “Force Majeure
Event”), then such Party shall be excused from such performance during the pendency of
such cause. COVID-19 and any related governmental orders or shutdowns are known
phenomena and not Force Majeure events. The Party suffering a Force Majeure Event
shall give written notice within five (5) days of the Force Majeure Event to the other
Party, stating the period of time the occurrence is expected to continue and shall use
diligent efforts to end the failure or delay and ensure the effects of such Force Majeure
Event are minimized.

23. PRIVACY. Licensee agrees that all information provided to Company to purchase the
Product, including, but not limited to, through the use of any interactive features on the
Company’s website, is governed by Company’s Privacy Policy, and Licensee consents to
all actions takenb by Company with respect to Licensee’s information consistent with
Company’s Privacy Policy.

24. WARRANTIES DISCLAIMER. Licensee’s use and resale of the Product is at
Licensee’s own risk and is provided on an “as is” and “as available” basis, without any
warranties of any kind, either express or implied, including but not limited to the implied
warranties of merchantability, fitness for a particular purpose, title and non-infringement.

25. EARNINGS DISCLAIMER. While Company may reference certain results, outcomes
or situations in connection with the Product, Licensee understands and acknowledges that
Company makes no guarantee as to the accuracy of third-party statements made or the
likelihood of success as a result of these statements. Licensee understands that individual
results and outcomes will vary. Company cannot guarantee Licensee’s success merely by
Licensee’s use and resale of the Product. Any results provided in connection with the
Product are not guaranteed or typical.

26. TECHNOLOGY DISCLAIMER. Company makes reasonable efforts to provide
Licensee with modern, reliable technology. However, in the event of a technological
failure, Licensee accepts and acknowledges Company’s lack of responsibility for said
failure. Company cannot guarantee that all information provided in connection with the
Product is completely accurate, complete or up to date, and disclaim liability for any such
errors or omissions.

27. WARRANTIES AND REPRESENTATIONS. Parties represent and warrant to each
other that each is free to enter into and agree to these Terms and that this engagement
does not violate the terms of any agreement between either Party and any third party. The
Parties represent and warrant to each other that each is at least 18 years of age at the time
of agreement to these Terms.

28. ASSUMPTION OF RISK. By using and reselling the Product, whether paid or unpaid,
Licensee assumes the risk of such access and any subsequent actions that Licensee
chooses to take as a result of the informational or educational materials provided to
Licensee.

29. WAIVER. The failure by Company to enforce any provision of these Terms will not
constitute a present or future waiver of such provision nor limit Company’s right to
enforce such provision at a later time. All waivers by Company must be in writing to be
effective.

30. LIMITATION ON TIME TO FILE CLAIMS. Any cause of action or claim Licensee
may have arising out of or relating to these Terms of Purchase or the Product must be
commenced within one (1) year after the cause of action accrues; otherwise such cause of
action or claim is permanently barred.

31. SEVERABILITY. If any portion of these Terms is held to be invalid or unenforceable,
the remaining portions of these Terms will remain in full force and effect. Any invalid or
unenforceable portions will be interpreted to effect and intent of the original portion. If
such construction is not possible, the invalid or unenforceable portion will be severed
from these Terms, but the rest will remain in full force and effect.

32. NOTICES. All notices, claims, and demands made upon Company under these Terms
must be in writing and addressed to Company at the email address set forth below. A
notice by a Party is effective only if the Party giving the Notice has complied with the
requirements of this Section.
Notice to Company: The Digital Wealth Academy LLC
Attention: Rachell Jova
[email protected]

33. GOVERNING LAW. These Terms shall be governed by and construed in accordance
with the laws of the State of Florida without giving effect to any choice or conflict of law
provision or rule.

34. MEDIATION. In the event a dispute shall arise between the Parties that is related to or
arises out of these Terms, the Parties agree to attempt to resolve the dispute through
mediation. The mediation will take place in Hollywood, Florida or remotely via Zoom.
The Parties agree to cooperate with one another in selecting a mediation service, and
shall cooperate with the mediation service and with one another in selecting a neutral
mediator and in scheduling the mediation proceedings. For a mediation, the parties will
agree to use commercially reasonable efforts to begin the mediation within 15 business
days of the selection of the mediator and to conclude the mediation with 30 days of the
start of the mediation. The costs of the mediation will be equally split between the
Parties. If the Parties fail to agree at the completion of the mediation, the requesting part
may commence legal proceedings to resolve the dispute.

35. JURISDICTION AND VENUE. If the Parties cannot resolve any dispute for any
reason, including, but not limited to, the failure of either party to agree to enter into
mediation or agree to any settlement proposed by the mediator, either party may file suit
in a court of competent jurisdiction in the state or federal courts of Florida and each party
irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or
proceeding.