Alto University, LLC

TERMS AND CONDITIONS

PLEASE READ THIS DOCUMENT CAREFULLY.

 

This document sets out the terms for use of the Alto University, LLC (“AU”) training system. It governs both our course and our end users ("Trainee"), collectively ("You" or "Users"). AU is committed to transparency, which includes providing a Terms of Use that is understandable and written in plain language. Because this document represents our agreement with You about Your use of our platform, please take the time to read this document.

 

This Trainee Terms and Conditions (“Agreement”), effective as of April 26, 2001 is by and between Alto University, LLC with its principal place of business at 4099 William Penn HIghway, 4th Floor, Monroeville, PA 15146 (“AU”) andYou.  The term “Parties,” as used herein, shall mean AU and You. The term “Party,” as used herein, shall mean any single entity of the Parties.

 

(1)  AU performs training services through its training program to train individuals about initial concepts and aspects in the field of Life Insurance, Annuities and Financial Services (“Freshman Training Program”).

 

(2)  Trainee is an independent contractor or controls or manages a (“Business”). The engagement period for the Trainee and/or Business will begin upon the start of the Freshman Training Program and end upon the expiration of two years after the end of the Training Program (“Engagement Period”).

 

(3)  In consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree that AU shall furnish to Trainee, the Freshman Training Program set forth below, and Trainee does hereby purchase the Freshman Training Program from AU, for the fee listed below (“Training Fee”) with limited refund rights, all in accordance with the following terms and conditions:

 

1.  Four Days of Training: The Freshman Training Program will consist of four (4) days of training of Trainee consisting of video recorded, live video conferences and live practical exercises on certain topics relating to establishing Trainee’s business in the 403(b) financial services industry. Following the four training days, the Trainee will schedule a practical “Test Out” exam with their assigned trainer to evaluate the Trainee’s mastery of the concepts taught in the course.  Trainee’s shall be entitled to up to two additional reevaluations in the event they do not meet acceptable standards as determined by the trainer, in their sole discretion, on the first evaluation.  The Freshmen Training Program will end upon the Trainee successfully passing the evaluation.

 

500.  Payment: Trainee agrees to remit payment of the Training Fee in the form of a credit card in the amount of (i) a one-time payment of five hundred dollars ($500.00) The receipt of this payment represents full payment of the Freshman Training Program. The payment of the Training Fee shall be non-refundable with the limited exceptions expressly provided in the General Terms below. If the Trainee fails to pay by the above date, then UA shall have the right to release the Trainee’s spot and give it to another trainee without prior notice to Trainee.

 

1.  Legal Requirements. Trainee acknowledges that the Training Program will provide skills and knowledge for individuals seeking to operate businesses that engage in life insurance sales, annuity sales and/or financial advisory services collectively referred to as, “Business Activities”). Trainee acknowledges and understands that various laws and regulations apply to or restrict the Business Activities, including, without limitation, government agency requirements and local, state and federal licensing requirements or procedures. Trainee also acknowledges and understands that some or all of the Business Activities of interest to Trainee might be prohibited or illegal unless Trainee fulfills certain legal requirements in the state or jurisdiction where Trainee intends to perform such Business Activities. Trainee hereby represents, warrants and agrees that: (i) before the Effective Date, Trainee has performed his/her own legal research and due diligence, independent of AU, to assess any such legal requirements, and based on such assessment, Trainee has independently decided to enter into this Agreement; and (ii) Trainee bears all risk with respect to such decision and legal requirements, knowing that such legal requirements may change from time to time. Trainee also represents that they hold the applicable license(s) to conduct business in the geographical location and format in which they decide, and it is their sole responsibility to ensure that anything they implement from AU complies with the ethical, procedural, and legal requirements associated with said license(s).

 

 

 

 

GENERAL TERMS

 

The Parties hereby agree to the following, additional terms:

 

1.  Intellectual Property. Except to the extent any Addendum expressly states otherwise, as between AU and Trainee, AU shall own all intellectual property rights in all works of authorship (whether or not copyrightable), inventions (whether or not patentable), methods, techniques, know-how, data, software, spreadsheets, information and materials provided or disclosed to Trainee by AU or its representatives, including, but not limited to, handouts and slides, together with transaction guidelines, information and materials provided to Trainee, together with all future modifications, augmentations and enhancements thereof (collectively, “Training Group IP”). Except to the extent any Addendum expressly states otherwise, Trainee shall not reproduce, prepare derivate works of, distribute copies of, perform or display the Training Group IP or any embodiment thereof. In the event that Trainee claims any right, title or interest in any portion of the Training Group IP, Trainee hereby assigns, transfers and conveys such right, title and interest to AU. Trainee agrees and understands that Trainee shall not, directly or indirectly, perform any audio or video recordings of any kind during any training program performed by AU under this Agreement. Trainee will not at any time, publish, publicly distribute, or provide potential, future third-party trainees with any copies, documents or mediums incorporating the Training Group IP. In addition, Trainee shall not disclose to any third party, any funding source names or contact information provided to. AU accepts and agrees that Trainee may engage in general conversation with potential future, third party trainees regarding the training experience, including: overall quality, seminar organization, administration, content quality, funding source quality, and presenter(s) knowledge and delivery.

 

1.1       AU’s rights, privileges, and licenses under this agreement are to be broadly construed as the supplier of the course material and intellectual property. Any violation by Trainee will result in AU pursing any and all remedies at law.

 

2.  Confidential Training Information. In the course of each training program under this

Agreement, may receive access to confidential information of Training AU, including non-public Training Group IP and non-public training methods, techniques, mentor information, alliance information and funding sources (collectively, “Confidential Training Information”). During and after the term of this Agreement, Trainee shall not disclose the Confidential Training Information, and Trainee shall not use any of the Confidential Training Information in connection with performing any educational or training services for third parties; provided, however, that nothing shall prevent Trainee from disclosing or using any information that falls within the public domain (or is already within the public domain) through no act or omission of Trainee.

 

3.  Names & Trademarks. Trainee shall not at any time use the name, logo or other  

trademarks or service marks of AU, including, but not limited, to the marks,       

“Alto University,” “Alto Financial Group,” Alto Capital,” or “Alto Marketing

and any abbreviation, variation or combination thereof (collectively,

the “Marks”). Without limiting such prohibition, Trainee shall not use the Marks in any activity involving or relating to training or educational services, or in

any fashion that might create confusion as to whether AU is the source of any

services or business promoted, marketed or offered by Trainee. Trainee shall not

use or display any Marks in connection with any online or offline biography, profile, resume or publication that indicates or implies that Trainee was an employee, agent or

representative of AU. Notwithstanding the foregoing, Trainee may provide

information in Trainee’s biography or resume that accurately describes the actual training that Trainee received from the AU.

 

4.    Trainee understands and agrees that Trainee will receive the   

services under this Agreement on a nonexclusive basis with no exclusivity for any        

territories or rights. Trainee acknowledges that AU makes no representations as   

to the number of training programs that may or may not be provided or the number of third-party trainees who may or may not be trained in a given city, state or other territory.

 

5.  Generality of Training. Trainee acknowledges that any business strategies, marketing  

  tactics, business approaches, details, materials, supplies, procedures or methods of

  operation furnished or explained to Trainee in or through any training program under this Agreement, are merely general suggestions, guides or examples for Trainee’s

            consideration and do not constitute any plans, advice or recommendations tailored or

            customized for any specific purposes, needs or circumstances of Trainee.

 

6.  Certificate of Completion. AU will present a certificate of completion to Trainee as a     

            “Graduate,” that recognizes completion of a training program performed under this  

            Agreement. TRAINEE ACKNOWLEDGES THAT SUCH CERTIFICATE DOES NOT EXEMPT TRAINEE FROM ANY GOVERNMENT AGENCY REQUIREMENTS OR STATE OR FEDERAL LICENSING REQUIREMENTS OR PROCEDURES OR OTHER LEGAL REQUIREMENTS AS MAY BE DESCRIBED IN THE AGREEMENT. Such

            certificate does not imply any endorsement or accreditation with respect to any  

            educational institution.

 

7.  Outcomes Not Guaranteed. The level of profit, revenue or income that may be 

generated by Trainee will greatly depend on factors beyond AU’s influence or control, including, but not limited, to Trainee’s sales ability, persistence, dedication and time devoted. Therefore, AU makes no guarantees, representations or warranties of any kind regarding return on investment, revenue, income, profitability or success of Trainee.

 

8.  WAIVER OF WARRANTIES. AU DOES NOT GUARANTEE, REPRESENT OR

WARRANT THAT: (A) THE SERVICES OF AU UNDER THIS AGREEMENT WILL BE PERFORMED ERROR-FREE; (B) THE INFORMATION AND MATERIALS PROVIDED BY AU WILL BE FREE OR ERRORS AND OMISSIONS; OR (C) AU’S SERVICES UNDER THIS AGREEMENT WILL RESULT IN ANY PARTICULAR OUTCOME FOR TRAINEE. AU’S SERVICES ARE BEING RENDERED TO TRAINEE ON AN “AS IS” BASIS. TO THE EXTENT PERMITTED BY LAW, AU MAKES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, OR WARRANTIES FOR MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

9.  LIMITATION OF LIABILITY.

 

9.1       NO SPECIAL DAMAGES. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR

SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL LOSSES OR DAMAGES OF ANY KIND OR NATURE WHATSOEVER, REGARDLESS OF WHETHER ARISING

FROM BREACH OF CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR    

OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR

DAMAGE OR IF SUCH LOSS OR DAMAGE COULD HAVE BEEN REASONABLY FORESEEN; PROVIDED, HOWEVER, THAT THIS SECTION WILL NOT APPLY TO ANY LIABILITY INCURRED BY AU ARISING FROM THIRD PARTY CLAIMS IN CONNECTION WITH AN ACT OR OMISSION OF TRAINEE, ITS EMPLOYEES OR AGENTS.

 

9.2       LIMITATION OF DAMAGES. IN NO EVENT WILL TRAINING GROUP’S CUMULATIVE LIABILITY TO TRAINEE FOR ALL LIABILITIES, LOSSES, DAMAGES, COSTS AND EXPENSES SUFFERED BY TRAINEE ARISING OUT OF OR RELATING TO THIS AGREEMENT, EXCEED THE AMOUNTS PAID BY TRAINEE TO AU PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

 

9.3       NO LIABILITY FOR CLAIMS AGAINST THIRD PARTIES. IN THE EVENT THAT TRAINEE HAS ANY CLAIM AGAINST, GRIEVANCE WITH, DISPUTE WITH OR CAUSE OF ACTION AGAINST ANY THIRD PARTY RELATED TO THE PURPOSE OF THIS AGREEMENT OR ANY ACTIVITIES PERFORMED IN CONNECTION WITH THIS AGREEMENT (INCLUDING, WITHOUT, LIMITATION, VENDORS AND CONTRACTORS HIRED, LISTED BY, REFERRED OR USED BY AU AS WELL AS CLIENTS OF TRAINEE), THE SOLE RECOURSE OF TRAINEE SHALL BE LEGAL ACTION DIRECTLY AND SOLELY AGAINST SUCH THIRD PARTY, NOT LEGAL ACTION AGAINST AU. IN NO EVENT SHALL AU OR ITS AFFILIATES, EMPLOYEES, AGENTS, DIRECTORS OR EQUITY HOLDERS BE LIABLE TO TRAINEE FOR ANY LIABILITIES, LOSSES, DAMAGES, COSTS, EXPENSES OR LOST OPPORTUNITIES SUFFERED BY TRAINEE ARISING OUT OF OR RELATING TO ANY CLAIM, LEGAL ACTION, ACT, ERROR OR OMISSION OF ANY SUCH THIRD PARTY

 

10.    Trainee will defend, indemnify and hold harmless, AU, its affiliates, employees, agents, directors and equity holders from any and all liabilities, losses, damages, costs and expenses (including reasonable attorney’s fees) (collectively “Training Group”) which Training Group might suffer or incur by reason of any claims, demands, actions, or suits arising from: (a) failure by Trainee to comply with this Agreement; (b) the operation or activities of any related venture; (c) failure by Trainee to comply with applicable law; or (d) any claim against Trainee by any client or customer of Trainee Group or by or any other third party. Any time before or after a court judgment, Trainee shall reimburse the Training Group for such incurred costs and expenses, promptly after the Training Group’s delivery of an invoice, therefore.

 

10.1    Trainee indemnifies/holds harmless Training Group for any issue, controversy, or cause

           of action that arises from any part of the training that conflicts with Trainee’s schedule,    

           previous training from another organization, or with another Trainee in the program. This

           provision is to be broadly construed and acts to indemnify the Training Group from any

           legal action arising out of or related to AU. The examples in this provision are not

           intended to be exhaustive.

 

11.  Relationship of Parties. In the performance of this Agreement, the Training Group and the Trainee shall at all times act as and be deemed to be independent contractors. Neither the Trainee nor any of its employees, agents or officers shall be considered an employee, joint venturer, agent, partner or franchisee of the Training Group. Trainee Group shall not be authorized to assume or create any obligations or responsibilities, express or implied, on behalf of or in the name of the Training Group. There are no requirements of any kind for Trainee to pay future royalties to the Training Group provided that Trainee does not violate the Training Group’s intellectual property rights.

 

12.  Assignment. Trainee shall not assign any rights or delegate any obligations under this Agreement without the prior written consent of AU. Any attempted assignment in violation of this Agreement will be void. Without the consent of Trainee, AU may assign all or any part of its rights or obligations under this Agreement to any subsidiary, affiliate (including, without limitation, Alto Financial Group LLC), successor in interest, or third party through merger, acquisition, contractual assignment or otherwise. This Agreement will be binding upon the heirs, successors, legal representatives and permitted successors and assigns of the Parties.

 

13.  Term. The term of this Agreement shall begin on the Effective Date and terminate upon the expiration or termination of the applicable engagement period (or, if longer, any specified support period) unless this Agreement is terminated earlier under Section 14 below.

 

14.  Termination.

 

14.1     Without Cause. AU and Trainee shall each have the right to terminate this Agreement (including the applicable engagement period and any specified support period) at any time without cause upon written notice to the other Party.

 

14.2     For Cause. If the Trainee breaches this Agreement, AU may provide Trainee an opportunity to cure the breach at its sole discretion. Due to the daily nature of the training program, the time to cure the breach shall be determined by AU to accommodate all parties if reasonably possible. The following list of violations are grounds for Trainee termination immediately for cause and without refund for Trainee: being tardy to class, not finishing prerequisites timely, not having Zoom and camera on throughout the entirety of the training program unless otherwise instructed by AU, and not finishing any homework promptly. To the extent reasonable, AU will provide at least one written warning to the Trainee if they violate the agreement for a reason not outlined in this provision.

 

15.  Conditional Refund. Notwithstanding anything in this Agreement to the contrary, each Training Fee paid by Trainee to AU shall be entirely non-refundable; provided, however, that: (a) if AU elects to terminate this Agreement under Section 14.1 above after Trainee pays the applicable Training Fee related to a training program but before AU completes such training program, AU shall provide Trainee with a full refund of such launch fee; and (b) if Trainee elects to terminate this Agreement under Section 14.1 above after Trainee pays the applicable Training Fee related to a training program but before AU starts such the training program, AU may, at its sole discretion and option, provide Trainee with one of the following: no refund, a partial refund or a full refund of such Training Fee.

 

16.  Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, or becomes invalid or unenforceable by operation of law, the remainder of this Agreement will continue in full force and effect.

 

17.  Force Majeure. AU shall not be responsible or liable for any delay or failure in performance of any part of this Agreement to the extent caused by an act of God or other causes beyond its control, including, but not limited to, governmental or legal action, riots, disturbances, war, strikes, lockouts, terrorism, slowdowns, epidemics, fire, flood, hurricane, typhoon, earthquake, lightening and explosion.

 

18.  Headings. The Section headings in this Agreement are for the convenience of the Parties, and in no way define, limit, or describe the scope or intent of this Agreement and are to be given no legal effect.

 

19.  Notice. Unless otherwise agreed in writing by AU and Trainee, all notices under this Agreement shall be in writing and may be given by personal delivery, nationally recognized courier service, mail, e-mail or facsimile to the addresses provided below. Notices shall be deemed to have been received upon the earlier of the following: (a) actual receipt; (b) delivery, if delivered personally or by a national recognized courier service; or (c) non-automated email reply to a notice sent via email. Trainee shall maintain Trainee’s email address provided in the signature block below. Unless and until Trainee notifies AU of a change in such email address, AU may use such email address for any and all notices related to this Agreement.

 

20.  Governing Law, Jurisdiction & Venue. This Agreement and any claim or dispute arising out of, in connection with or related to this Agreement of any type or nature, shall be governed by and construed in accordance with the laws of the State of Pennsylvania, excluding its conflict-of-law rules. If such a dispute arises, it shall first be submitted for mandatory arbitration. The result of the arbitration shall be binding upon all parties. The arbitrator shall be selected by Alto University and the costs shall be evenly divided amongst all parties privy to the action, regardless of which party brought the action. The prevailing party shall be awarded attorney’s fees from the nonprevailing party. If the nonprevailing party is not satisfied with the result of the arbitration and brings a cause of action to the courts; the courts in the State of Pennsylvania (state and federal) will have sole and exclusive jurisdiction over any claims, disputes, actions or lawsuits arising out of or relating to this Agreement. The Parties hereby waive all claims of immunity from such jurisdiction. Venue for any action arising out of or relating to this Agreement will be located within Allegheny County, Pennsylvania.

 

21.  Entire Agreement. Each Addendum shall be incorporated into this Agreement. This Agreement, including any and all Addendums, constitutes the entire agreement between the Parties related to the subject matter contained herein and supersedes all prior and contemporaneous negotiations, agreements, representations and understandings of the Parties, whether written or oral.

 

22.  Amendment. Neither of the Parties may alter, amend, nor modify this Agreement or any Addendum except by an instrument in writing signed by both Parties or by their duly authorized representatives.

 

23.   Counterparts & Copies. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A signed digital or facsimile of this document shall be deemed and considered as an original, binding and enforceable document.

 

24.  Recordings. Each Trainee hereby: (a) consents to AU’s photographing, audio recording and video recording of such member during the Training Program, which may result in photographs, audio files, videos and other works of authorship (collectively, “Recordings”); and (b) grants to AU, a worldwide, perpetual, irrevocable, assignable, sublicensable, paid-up, royalty-free, nonexclusive license, under such member’s intellectual property rights, rights of privacy and other rights, to publish, publicly disclose, reproduce, copy, perform, display, prepare derivative works of, distribute and commercialize the Recordings and such member’s image and likeness as may be incorporated into the Recordings.

 

24.1     AU’s right to record afforded in this agreement shall not require notice to any party outside of this agreement. This agreement gives express notice to all parties that such recordings may be disseminated per the agreement and the Trainee has no right to said recordings or any derivative work thereof.