ARCHIVED PRESS CONSULTANT AGREEMENT
PROGRAM AGREEMENT
THIS COURSE/PROGRAM AGREEMENT (the “Agreement”) dated this , December 9, 2024 (the “Effective Date”) is made and entered into
BETWEEN:
ARCHIVED PRESS PTY LTD ABN: 55669200169
A Company organised and existing under
The laws of New South Wales Australia
(the “Company”)
AND
Client Name:
An individual residing at
Address:
(the “Client”)
This Agreement may be executed and delivered electronically and in counterparts, each of which will be deemed an original and all of which together will constitute one and the same Agreement. Each party's electronic signature, whether by digital means or scanned copy, shall have the same force and effect as an original handwritten signature. The use of electronic signatures is deemed a consensual act, signifying the parties' intent to be bound by the terms of this Agreement.
WHEREAS, the Company offers an online course designed to provide education and guidance in building a successful Kindle Direct Publishing Amazon business to sell digital public domain book products (the "Course");
WHEREAS, the Client desires to enrol in the Course and receive access to the educational materials, student portal and Services offered by the Company;
WHEREAS, the Parties intend to establish the terms of their relationship, including the rights, responsibilities, and obligations of each Party;
THEREFORE IN CONSIDERATION OF the mutual promises and covenants contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
1.10 "Commencement Date" refers to the date on which the Client gains access to the Course materials or services.
1.11 "Company" refers to Archived Press Pty Ltd trading as Period Time Publishing, the provider of the Course, as identified in the Agreement.
1.12 "Client" refers to the individual or entity enrolling in the Course, whether personally or on behalf of others, and bound by the terms and conditions of this Agreement.
1.13 “Effective Date” refers to the date on which this Agreement comes into effect;
1.14 "Fees" refers to the consideration payable by the Client to the Company for enrolment in the Course, as specified in the Agreement.
1.15 "Intellectual Property" includes, but is not limited to, all copyrights, trademarks, patents, trade secrets, proprietary materials, and any other intellectual property rights associated with the Course and materials provided by the Company.
1.16 "Notice" refers to a written communication delivered by one Party to the other Party in accordance with Section 20 of this Agreement;
1.17 "Parties" refers collectively to the Company and the Client, and "Party" refers to either the Company or the Client individually;
1.18 "Services" includes all educational and support services offered by the Company to the Client as part of the Course, as described in the Agreement.
1.19 “Student Mastermind Group” means the platform used by Clients for the purpose of forming study groups, accountability groups and network with other clients.
1.20 "Term" refers to the period during which the Client is entitled to access and utilise the Course materials and Services, commencing on the Commencement Date and concluding as specified in the Agreement.
2.1 This Agreement comes into effect when both the Company and the Client have signed the Agreement (the “Effective Date”).
2.2 Upon the signing of this Agreement and payment by the Client, the Client shall gain access to the Course and the Services (“Commencement Date”) as outlined in this Agreement.
2.3 The Client, based on the selected package, will have access to the following:
3.1 The Client agrees to furnish all necessary information as required for the optimal delivery and effectiveness of the Services. The Client is committed to completing the training course in its entirety and shall fulfill all Action Items designated either within the course materials or during coaching interactions.
3.2 The Client acknowledges that the Company provides educational guidance and mentorship, but the responsibility for initiating, operating, and maintaining their business lies solely with the Client. The Client understands that building a business is a challenging endeavour requiring full commitment, and the Company shall not be held liable for the Client's failure to learn, implement, or achieve success in their business activities.
4.1 The Company offers an online course designed to empower Clients in building a successful Amazon business. This comprehensive program instructs Clients on how to create digital public domain book products for sale on Amazon, with the aim of generating an automated passive income.
4.2 Clients will be instructed on how to publish 3 highly sought-after public domain books on Amazon daily, providing strategic guidance for the development of an Amazon business.
4.3 The Client will receive reasonable lifetime access to the Course.
4.4 The Client will receive reasonable lifetime access to the Student Mastermind Group.
4.5 For Client’s who purchase the Academe Tier or Coaching Subscription Tier this includes but is not limited to:
4.6 For Client’s who purchase the Academe Tier or Coaching Subscription Tier, the Company shall offer Coaching Services to the Client that may include but are not limited to:
4.7 For Clients who purchase the Academe Tier the Client will receive Coaching for ninety (90) days and the Company reserves the right to charge an ongoing fee after this time if the Client chooses to continue to receive coaching.
4.8 For Clients who purchase the Academe Tier or Coaching Subscription Tier, the Client acknowledges that effective coaching is a collaborative process requiring active participation from both parties. The Client agrees that implementing changes or acting upon recommendations derived from the Services is solely their responsibility.
4.9 Book Assessment Service
The Book Assessment Service is a complimentary discretionary service provided to new Clients. This service aims to review and evaluate the Client's work to ensure proper implementation of the program materials.
4.10 Deadlines
Deadlines associated with this service are non-negotiable, and no extensions will be granted. It is the Client’s sole responsibility to adhere to these deadlines.
4.11 Notifications and reminders will be sent via email, which are tracked for engagement.
4.12 Failure to receive an email does not constitute a valid excuse for missing any deadlines.
4.13 Clients who purchase the Course Only Tier acknowledge and agree that this does not include any coaching. The Course Only Tier includes technical platform support via email and access to the Facebook Community Group. It does not include course updates.
4.14 Onboarding calls, if the client purchases an onboarding call the client has 7 days from the date of purchase to book the call, after which the call will expire without refund.
5.1 The total fee for the Course is specified in Appendix A. This fee is agreed upon at the time of enrolment and is based on the chosen payment plan.
5.2 All prices and transactions are denominated in United States Dollars (USD). During checkout, the cart may display a converted value in the Client's local currency based on the prevailing exchange rate. The Client is responsible for any currency conversion fees or variations in the exchange rate. By making a payment, the Client acknowledges and accepts these terms regarding sales tax and currency conversion.
5.3 The Company offers various payment plans, as detailed in Appendix A. These plans can vary in terms of number of instalments, amounts, and due dates.
5.4 Payments can be made through approved methods, including credit card, bank transfer, or other options. The Client agrees to use the designated payment method and to meet all deadlines outlined in Appendix A.
5.5 If a payment is missed or delayed, the Company will notify the Client. If the payment is not made the Company may suspend access to the course and related services. If payments remain outstanding for more than 30 days, the contract may be terminated.
5.6 If the Client misses a scheduled payment, the Company's system will make continuous attempts to recover the payment for up to two months. During this period, Clients receive automated notifications and email reminders.
5.7 If access is suspended due to a missed or late payment, reinstatement will occur once the outstanding amount is paid. Reinstatement is typically completed within 24 hours after confirmation of payment.
5.8 By signing this Agreement, the Client agrees to the terms outlined in Appendix A, which defines the payment plan and any associated conditions. Failure to meet these terms may result in suspension or termination of Course access.
5.9 In the event of a missed payment, the Client's access to the Course content, coaching (if applicable), and mastermind group will be immediately suspended. Access will be reinstated once the outstanding payment is successfully recovered and processed. If, after 90 days from the initial missed payment, the outstanding payment has not been received, the Client will be terminated from the program.
5.10 The Client is responsible for providing accurate contact information and responding promptly to communication from the Company regarding payments. The Company will notify Clients of missed or late payments via email or other agreed-upon methods.
5.11 Clients must notify the Company once payment is made. Once the Company confirms that payment has been received, access to the Course content and services will be reinstated within 12 hours of the notification.
5.12 The Client acknowledges and agrees that if a payment is missed or rejected, this will result in their immediate removal from the server. The Company will contact the Client via email to advise them of the missed or rejected payment.
6.1 The Company may, from time to time, offer promotional sales for its courses and services. These sales may include, but are not limited to, discounted pricing, modified program access, or additional value delivered to the Client.
6.2 The terms and conditions of any promotional sale will be clearly communicated to the Client at the time of purchase. Clients are responsible for reviewing and accepting these terms before participating in a promotional sale.
6.3 Any promotional pricing or variations in program access during a sale period shall only apply to the specific sale for which they are offered. Clients who purchase during a sale period acknowledge and agree to the terms and pricing in effect during that sale.
6.4 The Company reserves the right to modify, extend, or terminate promotional sales at its discretion. The terms and availability of promotional sales may vary and are subject to change.
7.1 The Company's services are subject to the terms and conditions outlined in this Agreement as well as the general terms of service posted on the Company's website. The general terms of service on the website apply to all users and clients.
7.2 The Company reserves the right to update or modify the general terms of service posted on its website at its discretion. Such changes may be made for various reasons, including but not limited to legal compliance, industry standards, or improvements to our services.
7.3 In the event of any changes to the general terms of service on the website, the Company will make reasonable efforts to notify clients of such changes. Notice may be provided through email or by posting updated terms on the Company's website.
7.4 Clients are responsible for regularly reviewing the general terms of service on the website to stay informed about any updates. Continued use of our services, as outlined in this Agreement, after changes have been made to the general terms of service on the website will constitute acceptance of the modified terms.
7.5 If a client disagrees with the updated general terms of service on the website, they may not continue to use our services and will have the option to terminate their use of our services.
The Client represents and warrants that:
The Company represents and warrants that it:
10.1 The Client is responsible for seeking professional advice and conducting their own due diligence before making any significant business decisions based on the information provided.
10.2 The Client acknowledges that the Company’s Services do not guarantee any specific results or outcomes. By participating in the Company’s Services, the Client acknowledges and agrees to the limitation of liability provision stated below. The Client acknowledges that it is their responsibility to assess the suitability of the Services and to use them at their own risk.
10.3 The Company is not responsible for any direct, indirect, incidental, or consequential damages that may arise from participating in its Services, including but not limited to:
10.4 The Company shall not be liable for any damages, losses, or injuries arising out of or in connection with the Client’s participation in its Services, to the maximum extent permitted by law.
10.5 The Company shall not be held liable for any delays, interruptions, or failures in the provision of Services due to external circumstances beyond its control, including but not limited to acts of nature, technical issues, or third-party actions.
10.6 The Company is not liable for actions, decisions, or policies of third parties, including but not limited to actions taken by Amazon. This includes, but is not limited to, penalties, suspensions, or terminations enacted by Amazon against the client's Amazon Kindle Direct Publishing (KDP) account. Such actions are solely at the discretion of Amazon and beyond the control and responsibility of the Company.
10.7 The Company’s liability for any claims, if any, related to its Services shall be limited to the total amount paid by the Client for the specific Services rendered. The limitation of liability set forth in this clause shall apply to the maximum extent permitted by applicable law, regardless of the theory of liability, whether in contract, tort (including negligence), strict liability or otherwise.
11.1 The Client agrees to indemnify and hold harmless the Company and its officers, directors, employees, agents, affiliates, and contractors from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable legal fees) incurred in connection with any third-party claims arising out of or related to:
12.1 During the course of their engagement both the Company and the Client (“Party”, “Parties”) may disclose certain confidential information to each other.' Confidential Information" refers to non-public, proprietary, and business-related information, materials, or trade secrets of either Party, including but not limited to business plans, strategies, financial data, and any other information that is designated as confidential by either Party.
12.2 Both Parties agree to maintain the strict confidentiality of each other's Confidential Information and not to disclose, share, or use any such information for any purpose other than what is necessary for the provision of Services.
12.3 Both Parties shall take all necessary precautions to protect the confidentiality of each other's Confidential Information, ensuring that it is not accessible to unauthorised individuals. Both Parties shall exercise at least the same degree of care in safeguarding each other's Confidential Information as they do with their own confidential information.
12.4 Data Security
The Company maintains reasonable measures to protect the security of confidential information. However, it cannot guarantee the security of information transmitted over the internet or stored electronically. The Client is responsible for taking precautions to protect their own information.
12.5 Permitted Disclosures
The Company may disclose confidential information to its employees, contractors, or agents on a need-to-know basis to provide Services. These parties are also bound by confidentiality obligations.
12.6 Exceptions to Confidentiality
The obligations of confidentiality shall not apply to information that:
12.7 Return or Destruction of Information
Upon request or upon termination of the Agreement, the receiving Party shall promptly return or, if requested by the disclosing Party, securely destroy all Confidential Information and any copies, notes, or summaries thereof.
12.8 Duration of Confidentiality
The obligations of confidentiality set forth in this clause shall survive the termination of the Agreement and continue for a period of two (2) years from the date of disclosure of the Confidential Information.
12.9 Enforcement and Remedies
Any breach of this confidentiality clause may result in irreparable harm to the disclosing Party, and the disclosing Party shall be entitled to seek injunctive relief, as well as any other remedies available under applicable laws.
13.1 All intellectual property, including but not limited to copyrights, trademarks, trade secrets, and patents, associated with the Services provided by the Company, including course content and materials, shall remain the exclusive property of the Company.
13.2 The Company grants the Client a limited, non-exclusive, non-transferable license to use the intellectual property solely for personal or business purposes related to the Services provided. This license does not grant the Client the right to reproduce, distribute, modify, or publicly display the intellectual property.
13.3 This Agreement does not transfer any intellectual property rights from the Company to the Client. The Client shall not acquire any ownership rights to the intellectual property.
13.4 The Client shall not engage in any unauthorised use, reproduction, distribution, or modification of the Company’s intellectual property, including but not limited to sharing, selling, or distributing course materials.
13.5 The Company reserves the right to enforce its intellectual property rights to the fullest extent of the law, including pursuing legal remedies as appropriate.
14.1 The Client acknowledges and agrees that the Company does not offer refunds for its Services.
14.2 This refund policy does not limit any rights and remedies the Client may have under the Australian Consumer Law.
The Client acknowledges and agrees to the following:
16.1 The Company offers an Investment Back Guarantee to Clients who are enrolled in the Academe Tier who diligently follow its guidance and meet specific criteria.
16.2 To qualify for the Investment Back Guarantee, the Client must:
16.3 The Client must fill in an online form and provide relevant documentation as requested by the Company.
16.4 If, despite fulfilling the above conditions and being engaged in the program for one-hundred and eighty (180) days and not longer than two-hundred and seventy (270) days, the Client does not generate royalties equal to or exceeding their initial investment, the Company will provide dedicated support. This includes working closely with the Client on a daily basis to help them achieve their financial goals.
16.5 Clients are expected to consistently implement the Company’s guidance up to a certain level, as determined by the Company. The Company will conduct monthly progress checks to ensure that the Client's efforts align with its strategies and recommendations.
16.6 The Investment Back Guarantee remains in effect until the Client achieves their specified financial goal or until they no longer meet the terms and conditions set by the Company for participation.
16.7 The Investment Back Guarantee may be terminated if the Client fails to meet the specified conditions or terms set by the Company, or if their efforts do not align with the guidance provided.
17.1 Termination by the Client for Academe Tier and Course Only Tier
The Client may choose to terminate their participation in the Services at any time by providing written notice to the Company.
17.2 Termination by the Client for the Coaching Subscription Tier
The client may cancel the subscription only on the 3rd last day of the billing cycle with written notice to the Company via email. Termination by the client will be effective at the end of the billing cycle, and no refunds will be issued for the current billing period. For cancellation to take place the client is required to send an email to support@archivedpress.com requesting cancellation on the 3rd last day of the billing cycle, in the email the Client must provide their registered email address and Discord username. The Client acknowledges that if this precise procedure is not followed the subscription can not be canceled and the Client may be billed again without a refund.
17.2 Termination by the Company
The Company reserves the right to terminate the Client’s access to its Services, without prior notice, in the following circumstances:
17.3 Consequences of Termination
Termination by the Client or by the Company does not entitle the Client to a refund. Any fees unpaid by the Client to the Company shall become immediately due and payable upon termination.
17.4 Effect of Termination
Termination of this Agreement shall not relieve the Parties of any obligations that, by their nature, extend beyond the termination, including but not limited to confidentiality, representations, limitation of liability, dispute resolution and indemnification.
18.1 The Client agrees not to engage in any conduct that is in violation of the terms and conditions of this Agreement. Prohibited conduct includes, but is not limited to:
18.2 In the event that the Client engages in any prohibited conduct, the Company reserves the right to terminate this Agreement immediately, without refund and may pursue legal action or remedies as appropriate.
19.1 Negotiation
In the event of any dispute or disagreement arising out of or in connection with these Terms, the Parties agree to first attempt to resolve the matter amicably through good-faith negotiations. Either Party may initiate the negotiation process by providing written notice to the other party outlining the nature of the dispute.
19.2 Mediation
If the dispute cannot be resolved through negotiation within five (5) business days, the parties agree to submit the dispute to mediation. The mediation shall be conducted in accordance with the rules of a recognised mediation body or the Resolution Institute. The Parties shall jointly appoint a mediator, or if they fail to agree on a mediator within five (5) business days, a mediator shall be appointed by the Resolution Institute. The mediation shall take place at a mutually agreed location within Sydney. The Parties shall participate in the mediation process in good faith and share the costs of the mediation equally.
19.3 Arbitration
If mediation does not result in a resolution within five (5) business days from the commencement of the mediation, or if either Party fails to participate in the mediation, the dispute shall be referred to and finally resolved by arbitration. The arbitration shall be conducted in accordance with the rules of the Resolution Institute, and the seat of arbitration shall be Sydney. The arbitration shall be conducted by a single arbitrator appointed in accordance with the said rules. The decision of the arbitrator shall be final and binding on the Parties and may be enforced in any court of competent jurisdiction.
Any notice, request, demand, or other communication required or permitted to be given under this Agreement shall be in writing and may be delivered by email to the following email addresses:
Company:
Archived Press Pty Ltd
Email: legal@archievedpress.com
Inclusive of
Client:
Name:
Registered Email:
Discord Username:
Any notice, request, demand, or communication shall be deemed properly given if it is delivered as specified above or to such other email address as the Party to be notified may subsequently designate by written notice.
21.1 The Client acknowledges and agrees that it may not assign or transfer its rights or obligations under this Agreement without the express written consent of the Company.
21.2 The Company may, in its sole discretion, assign or transfer its rights and obligations under this Agreement to any affiliated entity, successor, or assignee, provided that the assignee assumes all the Company's obligations under this Agreement.
22.1 For the purposes of this Agreement, 'Force Majeure Event' refers to any event or circumstance beyond the reasonable control of the Company, including but not limited to acts of God, natural disasters, war, civil unrest, terrorism, strikes, labour disputes, governmental actions, and any other events or circumstances that are not reasonably foreseeable and cannot be prevented with due diligence.
22.2 If a Force Majeure Event occurs, the Company shall be excused from performing its obligations under the formal contract for the duration of the Force Majeure Event. If a server outage or technical disruption occurs, and it affects the accessibility of the online course, the student portal, or coaching sessions, the affected party's performance related to these elements shall be excused during the disruption.
22.3 In the event of a Force Majeure Event, shall promptly notify the Client in writing of the occurrence of such an event, and any actions taken to mitigate the effects.
22.4 The Company shall use commercially reasonable efforts to mitigate the impact of a Force Majeure Event and resume performance of its obligations as soon as reasonably possible.
22.5 Neither Party shall be liable for any damages, losses, or penalties resulting from a Force Majeure Event, and the Client shall not be entitled to seek compensation or damages from the Company for delays or non-performance caused by such an event.
This Agreement does not create a partnership, joint venture, employment, or agency relationship between the Parties. The Parties are independent entities and shall not be construed as agents or representatives of one another. Neither Party shall have the authority to bind or commit the other party in any way, and no employment or fiduciary relationship is established by this Agreement.
24.1 No waiver by either Party of any breach, default, or non-compliance with any provision of this Agreement shall be deemed to be a waiver of any preceding or subsequent breach, default, or non-compliance. The failure of either Party to enforce any rights or remedies under this Agreement shall not constitute a waiver of such rights or remedies.
25.1 If a provision of any provision of this Agreement is held to be void, invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision must be read down as narrowly as necessary to allow it to be valid or enforceable. If it is not possible to read down a provision (in whole or in part), that provision (or that part of that provision) is severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or other provisions in this Agreement.
The headings used in this Agreement are included for convenience only and will not limit or otherwise affect the Agreement. Words in the singular include the plural and vice versa, and words denoting any gender include all genders, whether masculine, feminine, or neuter.
This Agreement constitutes the entire Agreement and understanding between the Parties and supersede any prior or contemporaneous Agreements, communications, and proposals, whether oral or written, between the Parties.
This Agreement is governed by the laws of New South Wales (NSW) Australia. The Parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts operating in NSW Australia and any courts entitled to hear appeals from those courts and waive any right to object to proceedings being brought in those courts.
Appendix A Payment Schedule and Terms
The total fee for the course is: $997
The agreed-upon subscription plan for this Course is as follows:
Monthly Instalments: $45 USD
The approved payment method(s) for this Client are:
Via Credit Card.
The grace period for missed or late payments is 0 days. After this period, course access may be suspended, and additional fees may be applied.
If access is suspended due to a missed or late payment, reinstatement will occur once the outstanding amount is paid. Typically, reinstatement will be completed within 24 hours after confirmation of payment.
Notifications regarding payments, including missed or late payments, will be sent to the following contact information:
Client Email Address
And/Or
Discord Private Message
The client is responsible for ensuring this contact information is accurate and up-to-date.
Course Access and Benefits
The Client has enrolled in the following level of Course access:
Course Level: [Course Only / Academe Tier – Monthly Subscription
The Client has access to the following Course content:
Discord coaching server inclusive of all content previously existing in the server, full course, all program resources, such as but not limited to manuscript templates, metadata templates, cover templates, program resources are IP and are not to be used in any way or shared once the client is no longer a financial member of the program.
If coaching is included in the Client's plan, specify the details:
Individual Daily Coaching Sessions: A coach is on duty in the server, you will be responded to and coached on a daily basis.
Group Coaching Sessions: Bimonthly there will be live group coaching sessions.
Additional Benefits: 1 x annual book review
The Client has access to the following resources:
Discord coaching server, the entire program is consolidated into this server.
Specify the duration for which the Client has access to the Course and related benefits:
Course Access: Reasonable lifetime access for course only clients.
Coaching Access: Access is only granted as long as the client's subscription is live.
None.
By signing below, the Client acknowledges and accepts the terms outlined in this Appendix A. The signature confirms the agreed-upon payment plan, Course access, coaching, and other benefits, and represents a binding commitment.
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Signed by Brendan Pye Signed On: October 19, 2024
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Document Name: ARCHIVED PRESS CONSULTANT AGREEMENT
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