MASTER RESELL RIGHTS (“MRR”) USER AGREEMENT

This Master Resell Rights User Agreement ("MRR User Agreement") govern your use of the master resell rights digital product offerings ("The Digital Course” or “The Digital Mini” or “The Digital Duo,” collectively referred to as “the product”) provided by The Digital Course, LLC ("we," "us," or "our"), in addition to subscription-based offerings by us. The customer purchasing any product offering or entering into any subscription-based offering by The Digital Course, LLC, is hereby referred to as “you” or “your.” Collectively, you and us shall be referred to as “the parties.”

If you are purchasing the product through a third-party (i.e. someone who is reselling pursuant to their own limited resale license), you are bound to this MRR User Agreement. Our hosting of the product and your ability to access the product or any subscription-based offering is sufficient consideration to support this MRR User Agreement.

“Product” shall refer only to course offerings noted above and shall not refer to any subscription-based offerings in our online communities.

Grant Of License:

We grant you a non-exclusive, non-transferable license to use, modify, and sell the Product in accordance with the terms and conditions set forth in this MRR User Agreement. This license is limited to the duration of your ownership of the master resell rights to the Product. You can modify the course, except you may not modify any video in any way, shape or form. No video can be taped, recorded, screen recorded, or copied in any manner. You may rebrand the course, break it down into smaller product offerings, combine it with other products, or use it as a bonus with your own products. However, you are prohibited from gifting any of our digital product offerings. Furthermore, you may not sell any of our digital product offerings for less than our marketed price.

Additional Terms of License

You shall not modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise tamper with the Product. This includes but is not limited to:

Selling portions of the product;
Renaming the product;
Product Names: “The Digital Couse,” “The Digital Mini,” and “The Digital Duo,” created and copyrighted by The Digital Course, LLC.
Changing material within the product
Changing the creator of the product

You shall not claim ownership of the Product copyright. You may claim authorship of the product for marketing and sales purposes; but must include our copyrighted material and notices.
You may resell our products to end users without transferring the Master Resell Rights if they so choose. Reselling to other resellers is permitted. If reselling the Master Resell Rights of this product, you agree to include these terms and conditions with the product and to ensure that all customers adhere to the MRR User Agreement. Failure to adhere to these terms and conditions will result in the revocation of your resell rights and we will pursue legal action for damages caused by the misuse of any of our digital product offerings or subscription-based offerings.
You are not permitted to give away the Product for free, or as part of a free bundle. It is strictly prohibited for You to share this Product as a “free” add on to a bundle or other opportunity. You MAY include additional content or opportunities with the Product so long as those opportunities do not conflict with any agreement you have with us.
We do not endorse or permit the use of income claims for the purpose of marketing the Product. You agree to indemnify us from any damages sought from You that are a direct result from advertising income claims. You agree that they are responsible for their own business and that we are not a part of nor endorse the actions of their business entity.
You acknowledge and agree to use third-party payment platforms ("Payment Platform") for the sale and distribution of our digital products or subscription-based offerings. You agree 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. You shall indemnify, defend, and hold harmless The Digital Course, LLC, 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 Your use of the Payment Platform, including but not limited to the Your non-compliance with the Payment Platform's terms, conditions, policies, guidelines, or any applicable laws or regulations. We are 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. We make no representations, warranties, or guarantees regarding the Payment Platform. You acknowledge and agrees that any dispute or claim arising out of or in connection with the Payment Platform is between the You and the Payment Platform and we shall have no liability or obligation in connection therewith.
You agree that the minimum sale price for The Digital Course shall be $444.00 (four-hundred and fourty-four dollars) USD, the minimum sale price for The Digital Mini shall be $222.00 (two-hundred twenty-two dollars), and the minimum sale price for The Digital Duo, which is comprised of a joint sale of both The Digital Course and The Digital Mini together, shall be $555.00 (five-hundred fifty-five dollars) and these minimum price points shall be referred to as the "Minimum Sale Price.” Any discounts, promotions, or other pricing strategies employed by the You must maintain the sale price at or above the Minimum Sale Price.

However, on the following four (4) international dates, the Minimum Sale Price of ONLY The Digital Mini may be discounted: Fourth of July, Black Friday, Cyber Monday, and Boxing Day. The discount may not exceed thirty percent (30%) of the Minimum Sale Price and any such sales must be completed no later than 11:59 PM on one of the four days listed above.
In no event shall You offer or apply any discounts or promotions that would result in the sale price of the Product falling below the Minimum Sale Price. You acknowledge and agree that failure to adhere to the Minimum Sale Price may result in immediate termination of this Agreement, at our sole discretion, in addition to any other remedies available to us under law or equity. You shall indemnify, defend, and hold harmless The Digital Course, LLC, 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 your failure to maintain the Minimum Sale Price.

You are 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, which must remain at or above the Minimum Sale Price as stated in the "Minimum Sale Price" section of this Agreement. You acknowledge and agree 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. You agree that failure to adhere to these conditions may result in immediate termination of this MRR User Agreement, at the sole discretion of us, in addition to any other remedies available to us under law or equity. You shall indemnify, defend, and hold harmless The Digital Course, LLC, 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 Your offering of gifts or bonuses in violation of these terms.
We reserve the right to audit, at its sole discretion and at any reasonable time, your books, records, and operations related to the use, sale, and distribution of our digital product or subscription-based offerings to ensure compliance with this MRR User Agreement.
You agree to maintain high standards of quality in line with our specifications and expectations in the use, sale, and distribution of our digital product or subscription-based offerings. We reserve the right to inspect and approve any product you sell before it is made available to the public.

Prohibited Activities

You may not access or use any of our services, sites, digital products, or subscription-based offerings for any purpose other than that for which we make them available. These services or products may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Services, you agree not to:

Systematically retrieve data or other content from any of our platforms, products, or offerings to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords, potential leads, promotional secrets, or any other business information.
Circumvent, disable, or otherwise interfere with security-related features of our products, offerings, or website, including features that prevent or restrict the use of copying of any content or enforce limitations on the use of any of our services or products and/or the content contained therein.
Use any information obtained from our products or services in order to harass, abuse, or harm another person.
Make improper use of our support services or submit false reports of abuse or misconduct.
Use the Product in a manner inconsistent with any applicable laws or regulations.
Engage in unauthorized framing of or linking to the Product.
Upload or transmit (or attempt to upload or transmit) viruses, Trojan horses, or other material, including party's uninterrupted use and enjoyment of the Product or modifies, impairs, disrupts, alters, or interferes with the use, features, function, operation, or maintenance of our digital products or subscription-based offerings.
Delete the copyright or other proprietary rights notices from any of our digital products or subscription-based offerings.
Attempt to impersonate another user or person or use the username of another user of our website, digital product offerings, or subscription-based offerings.
Interfere with, disrupt, or create an undue burden on the any of our products or resources or us or the networks or services connected to our offerings.
Harass, annoy, intimidate, or threaten any of our employees, affiliates, owners, executive staff, or agents engaged in providing any portion of our products, services, or licensing to you.
Attempt to bypass any measures of the digital products or subscription-based offerings designed to prevent or restrict access to the aforementioned items.
Use a buying agent or purchasing agent to make purchases of any of our products or subscriptions.

This is not an exclusive list of prohibited activities.

Intellectual Property:

The Product, including but not limited to its content, design, logos, trademarks, and any associated materials, are protected by intellectual property laws and are the exclusive property of The Digital Course, LLC or its licensors. You acknowledge that by purchasing one of our digital offerings, you shall be permitted access to the digital product you purchase which shall be accessible only through our website after creating an account with us. Furthermore, you are granted master resell rights under this MRR User Agreement.

All copyrights, patents, trademarks, trade secrets, authorship, and other intellectual property rights in ‘The Digital Course’ or ‘The Digital Mini’ product are and shall remain the sole and exclusive property of The Digital Course, LLC. You are granted a non-exclusive, non-transferable, revocable right to resell the Product in accordance with the terms of this agreement. This agreement does not convey to the Licensee any rights of ownership in or related to the Product, or any intellectual property rights owned by us. Any use of the Licensor's intellectual property, including but not limited to trademarks, trade dress, or logos, must be in compliance with any brand guidelines provided by us and must acknowledge our ownership of such intellectual property. You shall not attempt to register, or assist others in registering, any trademark, copyright, or other intellectual property that is substantially similar to our digital products or subscription-based offerings. In the event you become aware of any potential infringement of our intellectual property rights, you must promptly notify us in writing.

You shall not modify or alter any of The Digital Products in any manner whatsoever, unless allowed by these Website Terms and Conditions or any document referenced or incorporated. However, you may brand your sales process to be your own and claim ownership over the product. The Digital Products cannot be downloaded and may only be accessed online after purchase and creation of an account with seller. You shall not circumvent any of these restrictions and any attempt to do so, including downloading, modification, recording, or attempted recreation of The Digital Products shall constitute breach of contract, theft and other criminal causes of action (which shall be prosecuted to the fullest extent of the law), and subject you to all available damages allowed by law, including $1 million payable as liquidated damages, and not as a penalty.

Community Guidelines

You are required to adhere to the following community guidelines in all matters:

Integrity and Honesty: Be transparent and honest in your interactions. Misleading conduct, misrepresentation, or manipulation is not tolerated.
Diligence: Show commitment and diligence in all your activities related to the community. Be attentive and considerate to the needs and queries of other members.
Trust: Build trust through your actions. Do not breach the trust of others, misuse information, or take advantage of situations for personal gain at the expense of others.
Ethics: Respect and uphold the ethical guidelines of the community. Any actions that contravene these guidelines, including illegal activities or unethical conduct, are strictly prohibited.
No Lead Poaching: Respect the business interests of all members. Stealing leads or poaching from social media, or attempting to do so, is strictly prohibited. Respect the rights of others to their own client relationships.
Respectful Communication: Treat others with kindness and respect. Any form of harassment, bullying, or discrimination will not be tolerated.
Confidentiality: Respect the confidentiality of discussions and proprietary information. Do not disclose or share confidential information without appropriate consent.
Compliance with Agreement: Comply with the terms and conditions of the established agreement at all times.
Compliance with Laws: Comply with all applicable laws and regulations in your interactions within and on behalf of the community.
Failure to adhere to these community guidelines may result in immediate termination of your membership, at the sole discretion of The Digital Course LLC, in addition to any other remedies available to us under law or equity.

We appreciate your commitment to these guidelines and look forward to a thriving, respectful, and positive community.

Indemnification:

You agree to indemnify, defend, and hold us harmless from any claims, damages, liabilities, and expenses (including attorney's fees) arising out of or in connection with your use of the Product, your violation of any term of this MRR User Agreement, or your infringement of any intellectual property or other rights of any third party.

Termination:

We reserve the right to terminate or suspend your license to use the Product at any time and without prior notice if we believe you have violated any provision of this MRR User Agreement. Upon termination, you must cease all use of the Product and destroy any copies you may have.

Amendments:

We reserve the right to modify or update this MRR User Agreement at any time. Any changes will be effective immediately upon posting the updated MRR User Agreement on our website. Your continued use of the Product after the posting of any changes constitutes your acceptance of such changes. You may make a request for a copy of the most recent version of the MRR User Agreement in writing by emailing legal@thedigitalcourse.com.

Entire MRR User Agreement:

This MRR User Agreement, the Income Disclosure Statement, the Privacy Policy, and the Website Terms and Conditions constitute the entire MRR User Agreement between you and us regarding the use of the Product or any subscription-based offerings and supersedes any prior or contemporaneous understandings or MRR User Agreements, whether written or oral. However, this MRR User Agreement shall be read into and become part of any other signed writings which specifically mention this MRR User Agreement.

Changes to Terms and Conditions:

We reserve the right to update or modify these terms and conditions at any time without prior notice. Your continued use of the website after any changes to the terms and conditions indicates your acceptance of such changes. It is your responsibility to review these terms and conditions regularly.

Link Usage:

You have the right to resell the product as governed by this agreement. However, you may not share, distribute, or provide access to the Company-provided link to any third party without express written permission from the Company.

No Obligation:

You agree and understand that we are under no obligation to respond to your inquiries, act according to your demands, or provide any particular level of customer support or service beyond the License already agreed upon.

Limitation of Liability:

You acknowledge and agree that we shall not be liable for any loss, damages, or inconveniences related to the distribution or sharing of the link or digital downloads.

Non-Disclosure:

You acknowledge that in the course of this MRR User Agreement, you may have access to our confidential and proprietary information ("Confidential Information"). Confidential Information includes but is not limited to customer lists, business plans, financial data, marketing plans, product specifications, and other proprietary knowledge related to our products and our business. You agree that you will not disclose, disseminate, or make available any Confidential Information received from us, directly or indirectly, to any third party without our prior written consent. You further agree 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.

Any violation of this non-disclosure clause will be considered a material breach of this Agreement and may result in immediate termination of the MRR User Agreement, at our sole discretion, in addition to any other remedies available to us under law or equity.

No Disparagement:

You agree not to make any statements, written or verbal or cause or encourage others to make any statements, written or verbal, that defame, disparage or in any way criticize the personal or business reputation, practices, or conduct of The Digital Course, LLC, its employees, directors, and officers. This prohibition extends to statements made in any manner or medium, including, without limitation, oral statements, written statements, online forums, blogs, social media sites, and other electronic forms of communication.

You understand and agree that this clause extends to statements, written or verbal, made to anyone, including but not limited to, the news media, investors, potential investors, any board of directors or advisory board or directors, industry analysts, competitors, strategic partners, vendors, employees (past and present), and clients.

Any breach of this non-disparagement clause shall be a material breach of this MRR User Agreement, which may result in immediate termination of the MRR User Agreement, at our sole discretion, in addition to any other remedies available to us under law or equity.

Severability

If any provision of this MRR User Agreement or referenced or incorporated documents are found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is due to circumstances beyond its reasonable control, including but not limited to acts of God, national emergencies, war, terrorist acts, riots, strikes, or governmental action.

NOTE: Please allow 1-3 business days to be approved for the downloads. We do not approve over the weekends, and we only work during the hours listed below. Thank you for understanding.

Business Hours: 9:00 AM - 6:00 PM Monday - Friday EST (Eastern Standard Time)