CYCLE SYSTEMS ONLINE "TEAM CAMP" LIABILITY RELEASE & TERMS OF SALE AGREEMENT

Thank you for choosing Cycle Systems Online GmbH to coach you to achieve your goals. We are excited to work with you to start, improve and grow your cycle maintenance skills. Because of the mechanical nature and content of the program your agreement to the Release of Liability & Terms of Sale (hereafter “The Agreement”) and each and every provision of the Agreement, is required as a condition of your acceptance into the course.  

 

The Agreement is intended as a waiver of any and all liability and any right of action, whether  legal, equitable or in any other form, against Sponsors, their respective course leaders,  employers, managers, employees, staff, volunteers, officers, directors, agents, assigns, heirs,  attorneys and representatives, and each of their respective families, heirs and executors and all  other related entities (hereafter “Released Parties”), as a result of any action or omission  connected with the content, design, planning or conduct of the Released Parties, or the conduct  of other participants, or your own participation in or as to the course.  

THIS AGREEMENT (the “Agreement”), is entered into on this date:

by and between Cycle Systems Online GmbH, a Swiss Limited Liability Company, with a mailing address of Bahnhoheweg 22, Bern, 3018, SWITZERLAND , and the “Client”.

(collectively, the “Parties”). 

The Parties agree as follows:

Services.  

  1. As part of the services, Cycle Systems Online will coach Client to achieve their cycle maintenance goals by providing access to the following for 12 months subsequent to payment date:  
  2. A main curriculum consisting of step-by-step pre-recorded video-based maintenance education, spanning four main “stages”.
  3. A private Facebook group exclusively for Team Camp mechanics, where Client can ask Sean Lally, the Cycle Systems Online team and other Team Camp members questions about their cycle maintenance issues via group chat, and can apply to receive mechanical skill coaching via a monthly "Live Q+A" with Sean Lally.
  4. Recordings of the monthly live Facebook group coaching sessions.
  5. Proven printable resources and PDF templates to accelerate progress.
  6. 4 pieces of monthly Bonus Content, including an "Upgrade" video from Sean Lally designed to ameliorate Client's learning into more advanced skills, a "Masterclass" video which will contain cutting edge tech education from network partners and collaborators designed to increase Client's practical understanding of current technical advances in cycle tech, a "VIP" interview with a cycle industry figure and a "Podcast of the Month" for the best in cycle maintenance entertainment designed to inspire and uplift.
  7. Other miscellaneous resources (e.g. worksheets, etc) that will benefit Client
  8. As part of the ongoing services, Cycle Systems Online will:
  9. Provide a proven step-by-step plan in the main curriculum, based on the same curriculum used to graduate hundreds of students in a Level 2 in Cycle Maintenance in our sister organization - Cycle Systems Academy in the UK - to high standards of mechanical competence;
  10. Give personalized coaching in the private group as per the question submission portal;
  11. Provide consulting on questions put forward by members and invite content collaboration with industry figures based on group need;
  12. Provide a direct line of communication to Client where relevant, via the private Facebook group. Typical response times will be a few working hours, but may be longer during busy periods.

Client Requirements.

Client agrees to:


    1. Progress through the main curriculum at Client’s own pace, and within 12 months from having enrolled.
    2. Ask Sean Lally or Cycle Systems Online questions and seek feedback to overcome uncertainty and ensure best possible results.
    3. Conduct their behavior in a professional manner. Verbal abuse from Client to anyone in Cycle Systems Online will not be tolerated. In addition, disagreeing with advice frequently and a general negative attitude which prevents Cycle System Online from providing this service will also not be tolerated. In the event of any such occurrence, this Agreement will be terminated at the sole discretion of Cycle Systems Online and no refund will be given to Client under any circumstances;
    4.  Agree to conduct themselves within the private Facebook group according to the published rules of the group.

Compensation and Payment.

  1. Client agrees to the stick to the agreed monthly payment terms for no less than 12 months, or pay a one off annual fee;
  2. The total fee paid above to Cycle Systems Online will be applicable towards the Team Camp program for a maximum of one student or business user and will grant access to the material for 12 months from date of payment. (For every additional business entity, there will be an additional enrollment fee that will be quoted based on scope of project.)
  3. All sales are final, and no refunds or payment plan cancellations are permitted under any circumstances due to time and effort spent with Client and the fact the Client will have been given access to the material for use. We always pursue violations of this agreement with our legal team.

Term

  1. This Agreement will commence on the effective date first set forth above and will continue until a maximum of 365 days, unless otherwise terminated by Cycle Systems Online, or unless otherwise agreed to by both Cycle Systems Online and the Client. 
  2. After 365 days have passed, options for renewal at the same price will be presented to Client by Cycle Systems Online, but this is not required. After 365 days have passed, Client will no longer have access to the program - including but not limited to the weekly live group coaching sessions, the recordings of the weekly live group coaching sessions, and the core educational and bonus content.

Ownership of Materials

The Client shall retain the creative rights to all materials, data and similar items, created by Client hereunder in connection with the Services under this agreement. Client acknowledges that Cycle Systems Online may use and modify existing materials for Client’s benefit and that Client holds all rights to such materials.

Proprietary Information and Use of Materials.
  1. Except as provided elsewhere in this Agreement, all information disclosed by one Party to the other Party, shall be deemed to be confidential and proprietary (“Proprietary Information”). Such Proprietary Information includes, without limitation, information regarding bicycle maintenance, educational programs, entertainment content, intellectual property, educational contributed content from other cycle industry brands and/or information about a Party’s employees and other confidential or Proprietary Information belonging to or related to a Party’s affairs. The receiving Party acknowledges and agrees that in any proceeding to enforce this Agreement it will be presumed that the Proprietary Information constitutes protectant trade secrets, and that the receiving Party will bear the burden of proving that any portion of the Proprietary Information was publicly or rightfully known and disclosed by the receiving Party. The Parties, their employees, subsidiaries, affiliates, agents, and assigns agree to hold all Proprietary Information, regardless of when or how disclosed, in strict confidence and with not less than the same degree of care that they provide for their own confidential and proprietary information. The Parties warrant and represent that the degree of care contemplated herein is adequate and the Parties will take any and all steps reasonably necessary to preserve such Proprietary Information.
  2. Nothing in this Agreement shall prohibit or limit the receiving Party’s use of information that can be demonstrated as: (a) previously known to the receiving Party, (b) independently developed by the receiving Party, (c) acquired from a third party not under similar nondisclosure obligations to the disclosing Party, or (d) acquired through the public domain through no breach by the receiving Party of this Agreement.  
  3. Remedies. The Parties acknowledge that the Proprietary Information exchanged is valuable and unique and that disclosure in breach of this Agreement will result in irreparable injury to the adversely affected Party, for which monetary damages, on their own, would be inadequate. Accordingly, the Parties agree the adversely affected Party shall have the right to seek an immediate injunction enjoining any such breach or threatened breach of the Agreement.

Additional Services.  

All services outside the scope of this Agreement that are requested by the Client and which Cycle Systems Online agrees to perform will be billed at a rate of $500 per hour. Examples of such activities would be tasks not related to the online materials but to helping clients with staff training or developing a bespoke training path for an organization. Client will be notified and must approve in writing (e-mail is sufficient) additional services before they will be performedClient will also be given opportunity to purchase additional services at package rates, when deemed appropriate by Cycle Systems Online.

Release of Liability.

Cycle Systems Online shall not be liable for any incidental, consequential, indirect or special damages, or for any loss of profits or business interruptions caused or alleged to have been caused by the performance or nonperformance of the Services.  

The Client agrees to forever release Cycle Systems Online and hold harmless Released Parties from any  and all claims, causes of action, demands, obligations, breaches of duty, injuries, liabilities,  losses, expenses, costs, attorney’s fees, damages, or actions, of every type, kind, nature,  description, or character, however defined or denominated, and however claimed or asserted, of  any nature, known or unknown, asserted or not asserted, contingent or absolute, matured or  unmatured, direct or indirect, arising or accruing in any manner out of, or in any way directly or  indirectly related to the Client's participation in the course, including any statements or acts of Released  Parties, participants or third parties, in or as to the course, or the content, design and planning  of course, regardless if the nature of such claims be monetary, emotional, mental, psychological  or physical.  

Handling of Disputes.  

The Parties agree that any dispute regarding this Agreement, and any claim made by Client for return of monies paid to Cycle Systems Online shall be handled in accordance with applicable Cantonal laws of Switzerland.  Specifically, if Client cancels credit card payments (or files a chargeback) after signing this Agreement, this Agreement is immediately terminated, and Cycle Systems Online reserves the right to dispute such cancelation and pursue Client for monies owed to Cycle Systems Online for services already delivered but unpaid for by the Client due to such credit card cancelation.  Client agrees that, regardless of whether Client is ultimately successful in any credit card cancelation dispute, it is liable to pay Cycle Systems Online for the delivery of the Team Camp program.  If Client does not pay in full for the annual cost of Team Camp as per Cycle Systems Online's demand and within 30 days, Cycle Systems Online reserves the right to initiate an action in court for breach of contract, regardless of the previous outcome of any credit card cancelation dispute.  Additionally, if Cycle Systems Online is successful in any credit card cancelation dispute, Cycle Systems Online reserves the right to pursue Client for the costs Cycle Systems Online had incurred in disputing or defending such credit card cancelation, including but not limited to the lost business profits in the form of time Cycle Systems Online and its representatives spent handling such dispute, at Cycle Systems Online's hourly rate of $500.

Implied Results

Cycle Systems Online does not warrant or guarantee any specific level of performance or results from marketing materials or other client results. Other Clients of Cycle Systems Online may be used as a marketing tool and shown to Client for demonstrative purposes only and should not be construed by Client as indicating any promised results or level of results.   

Entire Agreement

This Agreement is the final, complete and exclusive Agreement of the Parties. No term or provision of this Release  may be varied, changed, modified, waived, discharged or terminated orally, but only by an  instrument in writing, signed by the party against whom the enforcement of the variation,  change, modification, waiver, discharge or termination is sought. The waiver by any party hereto  of any breach of any provision of this Release shall not constitute or operate as a waiver of such  provision or any other provision hereof, nor shall any failure to enforce any provision hereof  operate as a waiver at such time, or at any future time, of such provision or any other provision  hereof.  

Severability

If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect.

Headings

The headings used in this Agreement are for convenience only and shall not be used to limit or construe the contents of this Agreement.

Interpretation and Enforcement

The parties understand and agree that the construction and interpretation of this Agreement is governed by the laws of California, United States.  In the event that either party must initiate legal action to enforce this Agreement, the Parties agree that the proper venue for such action shall be the courts of Bern, Switzerland. 

Voluntary Execution of Release

 The Client  acknowledges and agrees that they are executing this  Agreement voluntarily, knowingly, and without duress or undue influence. The Client agrees that they have read this Agreement and understand the terms and consequences of it. The Client agrees that they are aware of the legal and binding consequences of this Agreement and have had the opportunity to consult with anyone of their choosing prior to executing this  Agreement.