Partnership Program Terms Of Service
KEEP YOURSELF SAFE BY READING THE FINE PRINT
3Cipher Financial Tech Partner Enrollment Agreement PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.
The terms “you”, “your”, “User” or “customer” shall refer to any individual or entity who accepts this Agreement. Unless otherwise speciﬁed, nothing in this Agreement shall be deemed to confer any thirdparty rights or beneﬁts.
You acknowledge and agree that (i) 3Cipher Financial Tech, in its sole and absolute discretion, may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or
modiﬁcations shall be effective immediately upon posting to this Site, and (ii) your use of this Site or the Services found at this Site after such changes or modiﬁcations have been made (as indicated by the “Last Revised” date at the top of this page) shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services found at this Site. In addition, Advisor may occasionally notify you of changes or modiﬁcations to this Agreement by email. It is therefore very important that you keep your shopper account (“Shopper Account”) information, including your email address, current. 3Cipher Financial Tech assumes no liability or responsibility for your failure to receive an email notiﬁcation if such failure results from an inaccurate or out-of-date email address.
In addition to consulting services, we may offer a variety of products and/or services that can be elected by you in relation to obtaining business credit or in related or unrelated business maters. Your purchase and use of each additional product is subject to both the general terms and conditions and the speciﬁc terms and conditions for each product as set forth in this Agreement
1. During the course of this Agreement receiving party agrees to not intentionally mislead customers, knowingly make false claims, setup unreasonable or unobtainable expectations for customers, or any other deliberate action of deception in representing the Business Finance Suite. Receiving party understands and agrees to utilize provided training resources to insure proper client expectations are set.
2. III. FEES AND PAYMENTS
Receiving party might choose to pay enrollment and other fees through installment payments. When such payment option is chosen, receiving party agrees to make payments promptly and to quickly remedy any delinquencies. If receiving party’s payment is delinquent due to non-payment, declined payment, default, or any other non-payment, delivering party then has the right to cancel in full receiving party’s business credit services to include CRM access, Business Finance Suite access, and 3Cipher Financial Tech business credit training access. Receiving party understands that once services are cancelled, delivering party can elect to not re-instead said services. Client understands that along with their enrollment they are agreeing to these terms as outlined in this document. Client further understands that their IP address is collected upon enrollment to validate their purchase and to be used in case of any type of dispute.
Client also understands and agrees that when paying with monthly installments, all monies collected from the ﬁrst installment payment are to be contributed to their Business Finance Suite business credit building program. To allow time for client to review the partner program fully before making any payments towards the partner opportunity, no monies from installment payments will contribute as part of payment toward the partner opportunity until the second monthly installment. Receiving party agrees to discuss any concerns or issues with their 3Cipher Financial Tech support team. BY ENROLLING YOU ARE AGREEING TO PURCHASE OUR SERVICES! If you have any payment issues, service delivery issues, or any issues regarding billing or payments, insure you contact our support team ﬁrst for resolution. IMPORTANT Regarding Client Registration: Client agrees to complete the appropriate client registration form accessible here 3Cipher Financial Tech for each and every single ﬁnance suite enrollment they sell before client is setup in the CRM, unless the client has available and unused prepaid enrollments. If client doesn’t complete registration before setting up a new client and has no active prepaid enrollments, 3Cipher
Financial Tech is then authorized to take any and all of the following actions:
1. Process the client’s credit card on ﬁle for the $700 per client investment
2. Terminate access to the business credit section of the CRM
3. Terminate access to the CRM in its entirety
4. Cease servicing the unregistered end user customer
5. Permanently expel and ban client from the partner program with no refunds due
IV. NON- DISCLOSURE
During the course of this Agreement, each Party will disclose to the other Party “Proprietary Information”(referred to herein as “Proprietary Information”) which may consist of each party’s business plan, ideas, concepts, customer lists, investor lists and identiﬁcations, technical information, business information, product plans, production volumes and other information; provided however, that Proprietary Information includes only information of either Party, which is initially disclosed in writing or other tangible form clearly marked “Proprietary” or “Conﬁdential” or marked with other restrictive markings of similar import or if the same is initially disclosed in unmarked or intangible form, it is reduced to a properly marked tangible form and provided to the receiving Party within thirty (30) days from the date of disclosure. For a period of two years from the date of this Agreement, the receiving party will receive and maintain the Proprietary Information in conﬁdence using the same degree of care and discretion to avoid disclosure, publication or dissemination of the Proprietary Information to any third party as it uses with its own similar information that it does not wish to disclose, publish or disseminate. Each Party further agrees to return all of the proprietary information received from the other Party and destroy all copies thereof in its possession if so requested by the other Party.
The foregoing obligations shall be inapplicable to any information which: (A) prior to the receiver’s receipt thereof was publicly available or in receiver’s possession from a source other than the disclosing Party; or (B) after receiver’s receipt thereof becomes publicly available otherwise that as a consequence of a breach of receiver’s obligations hereunder; or (C) is rightfully acquired by receiver without a conﬁdentially obligation from a third party who is under no obligation to disclose or maintain the conﬁdentially of the Proprietary Information; or (D) is independently developed by receiver. 1. V. NON-CIRCUMVENTION The Client agrees to not circumvent Business Finance Suite in any way with respect to the Business Finance Suite Investors or investor sources (which includes any individual or entity introduced to the Client by Business Finance Suite, its agents, representatives, consultants or partners; or any individual or entity represented by Business Finance Suite or its agents, representatives, consultants or partners with respect to providing debt or equity or any other type of ﬁnancing for the Client or Client’s customers) – with respect to any individual and/or entity that Business Finance Suite or Business Finance Suite Investors introduces to the Client in conjunction with the Business Finance Suite Opportunity. By this covenant, the Parties agree that should any Business Finance Suite Investor invest in the Client or Client’s customers (through either equity, debt or any other type of ﬁnancing) now and forever with respect to the Company Opportunity (or any third party introduced to the Client by any Business Finance Suite Investor), Business Finance Suite shall be entitled to receive the entire Business Finance Suite Fee unless action has been allowed and another agreement with the Client has been reached and agreed to in writing by Business Finance Suite.
VI. IDEMNIFICATION OF THE CLIENT
Business Finance Suite, including its principals, ofﬁcers directors shareholders and agents and their successors and assigns, hereby jointly and severely agrees to indemnify and hold harmless the Client (including it principals, ofﬁcers, directors, shareholders, and agents) from and against any and all claims, rights, demands, actions, obligations, and causes of action of any and every kind and character, known or unknown, asserted by any third party individual or entity that is based upon, related to or arising out of Business Finance Suite’s involvement in introducing third parties to the Client with the intent that they will invest in the Company Opportunity. The Client, hereby, jointly and severely agrees to indemnify and hold harmless 3Cipher Financial Tech, including its principals, ofﬁcers, directors shareholders and agents, from and against any and all claims, rights, demands, actions, obligations, and causes of action of any and every kind and character, known and unknown asserted by any third party individual or entity that is based upon, related to or arising out of the Client’s promotion of the Business Finance Suite Opportunity or any matter arising out of the Business Finance Suite Opportunity or related thereto.
1. VII. BUSINESS OPPORTUNITY DISCLOSURES Client acknowledges that they have received and reviewed the Business Opportunity Disclosure, Refund Policy, and Earnings Claim statements at least 7 days prior to enrolling. Client also understands and agrees that upon enrolling and providing their initials or signature, client has received and read and fully understands these disclosures. Client further acknowledges they can get more information about Business Opportunity Rule 16 CFR Part 437 here http://www.ftc.gov/policy/federal-registernotices/16-cfr-part-437-disclosure-requirements-and-prohibitionsconcerning. By enrolling client forgoes any rights to ﬁle suit for violations of any part of this rule as all disclosures have been provided and reviewed at least 7 days prior to enrollment as
Federal law requires. All disclosures can also be found on the 3Cipher Financial Tech website here https://www.3cipher.org
VIII. END USER LICENSE AGREEMENT
This copy of Business Finance Suite and 3Cipher Financial Tech partner program (“the Software Product”) and accompanying documentation is licensed and not sold. This Software Product is protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property. 3Cipher Financial Tech or its subsidiaries, partners, and suppliers (collectively “3Cipher Financial Tech”) own intellectual property rights in the Software Product. The Licensee’s (“you” or “your”) license to download, use, copy, or change the Software Product is subject to these rights and to all the terms and conditions of this End User License Agreement (“Agreement”).
YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY USING THE SOFTWARE PRODUCT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT USE THE SOFTWARE PRODUCT.
This Agreement entitles you to install and use one copy of the Software Product. In addition, you may make one archival copy of the Software Product. The archival copy must be on a storage medium other than a hard drive, and may only be used for the reinstallation of the Software Product. This Agreement does not permit the installation or use of multiple copies of the Software Product, or the installation of the Software Product on more than one computer at any given time, on a system that allows shared used of applications, on a multi-user network, or on any conﬁguration or system of computers that allows multiple users. Multiple copy use or installation is only allowed if you obtain an
appropriate licensing agreement for each user and each copy of the Software Product.
Restrictions on Transfer
Without ﬁrst obtaining the express written consent of 3Cipher Financial Tech, you may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Software Product.
Restrictions on Use
You may not use, copy, or install the Software Product on any system with more than one computer, or permit the use, copying, or installation of the Software Product by more than one user or on more than one computer. If you hold multiple, validly licensed copies, you may not use, copy, or install the Software Product on any system with more than the number of computers permitted by license, or permit the use, copying, or installation by more users, or on more computers than the number permitted by license. You may not decompile, “reverse-engineer”, disassemble, or otherwise attempt to derive the source code for the Software Product.
You may not use the database portion of the Software Product in connection with any software other than the Software Product. Restrictions on Alteration
You may not modify the Software Product or create any derivative work of the Software Product or its accompanying documentation. Derivative works include but are not limited to translations. You may not alter any ﬁles or libraries in any portion of the Software Product. You may not reproduce the database portion or create any tables or reports relating to the database portion. Restrictions on Copying You may not copy any part of the Software Product except to the extent that licensed use inherently demands the creation of a temporary copy stored in computer memory and not permanently afﬁxed on storage medium. You may make one archival copy
which must be stored on a medium other than a computer hard drive.
Limited Software Product Warranty
For a period of 12 Months days from the date of shipment or from the date that you download the Software Product, as applicable, 3Cipher Financial Tech warrants that when properly installed and used under normal conditions, the Software Product will perform substantially as advertised. Disclaimer of Warranties and Limitation of Liability UNLESS OTHERWISE EXPLICITLY AGREED TO IN WRITING BY 3Cipher Financial Tech, 3Cipher Financial Tech. MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN AS SET FORTH IN THIS AGREEMENT OR IN THE LIMITED WARRANTY DOCUMENTS PROVIDED WITH THE SOFTWARE PRODUCT. 3Cipher Financial Tech makes no warranty that the Software Product will meet your requirements or operate under your speciﬁc conditions of use. 3Cipher Financial Tech makes no warranty that operation of the Software Product will be secure, error free, or free from interruption. YOU MUST DETERMINE WHETHER THE SOFTWARE PRODUCT SUFFICIENTLY MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. YOU BEAR SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF THE SOFTWARE PRODUCT TO MEET YOUR REQUIREMENTS. 3Cipher Financial Tech WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE. UNDER NO CIRCUMSTANCES SHALL 3Cipher Financial Tech, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT,
CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS OR LOSS OF BUSINESS) RESULTING FROM THIS AGREEMENT, OR FROM THE FURNISHING, PERFORMANCE, INSTALLATION, OR USE OF THE SOFTWARE PRODUCT, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, OR THE NEGLIGENCE OF 3Cipher Financial Tech OR ANY OTHER PARTY, EVEN IF 3Cipher Financial Tech IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS 3Cipher Financial Tech’s ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES, THIS DISCLAIMER SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED.
Limitation of Remedies and Damages
Your remedy for a breach of this Agreement or of any warranty included in this Agreement is the correction or replacement of the Software Product. Selection of whether to correct or replace shall be solely at the discretion of 3Cipher Financial Tech reserves the right to substitute a functionally equivalent copy of the Software Product as a replacement. If 3Cipher Financial Tech is unable to provide a replacement or substitute Software Product or corrections to the Software Product, your sole alternate remedy shall be a refund of the purchase price for the Software Product exclusive of any costs for shipping and handling. Any claim must be made within the applicable warranty period. All warranties cover only defects arising under normal use and do not include malfunctions or failure resulting from misuse, abuse, neglect, alteration, problems with electrical power, acts of nature, unusual temperatures or humidity, improper installation, or damage determined by 3Cipher Financial Tech to have been caused by you. All limited warranties on the Software Product are granted only to you and are non-transferable. You agree to indemnify and hold 3Cipher Financial Tech harmless from all
claims, judgments, liabilities, expenses, or costs arising from your breach of this Agreement and/or acts or omissions. Governing Law, Jurisdiction and Costs This Agreement is governed by the laws of Colorada, without regard to Colorado’s conﬂict or choice of law provisions.
If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.