Twice Weekly 90-Minute MD Application Prep Sessions Terms and Conditions
[ Last Updated: May 6th, 2024]
INTRODUCTION
These terms and conditions for Twice Weekly 90-Minute MD Application Prep Sessions ( “the Service”) (“Agreement”) is entered into by Selling Off Social, a Florida Corporation (“SOS”) and you (“Client” “you” and “your”), collectively, the Parties or individually, a Party, effective upon your purchase of the Service.
This Agreement is subject to the Terms and Conditions, Privacy Policy, and other terms or regulations governing www.sellingoffsocial.com (collectively, “Website Terms”) and are incorporated herein by reference. If there is any conflict or contradiction between this Agreement and any Website Terms, this Agreement shall govern. ]
SELLING OFF SOCIAL - SERVICE SCOPE
Twice Weekly 90-Minute MD Application Prep Sessions is an individualized application consulting service for the AMCAS Primary Application to MD schools within the U.S.
Your Service consists of:
Two 90-minute essay editing and application consulting sessions per week
Questions via Email and WhatsApp
Services beyond the scope of the Service will not be rendered unless otherwise agreed to in writing between the Parties.
Term of Service. The terms and conditions of this Agreement will take effect upon (1) mutual execution of this Agreement and (2) SOS’s confirmation that Client’s payment was received. This Agreement will end after September 9th, 2023 unless otherwise terminated under this Agreement.
PAYMENT & PAYMENT POLICIES
Service Fee: You have two options for payment:
$375 paid in weekly installments until cancellation
Expenses. You are responsible for all expenses incurred from your participation in the Service including, but not limited to, expenses for Required Tools.
For Installment Payments.
Authorization for Automatic Payments. By signing this Agreement you are consenting to having a payment method on file with SOS’s third-party payment processor to be automatically charged every 7 days.
Updating Payment Method. It is your responsibility to update your payment method as necessary by contacting info@sellingoffsocial.com or accessing the membership portal.
Failed Payments. If your payment is declined or fails for any reason:
You will have a grace period of 7 days to update your payment method after which point you will be automatically charged on the seventh day.
If payment still fails after 7 days, on the 8th day (i) all marketing services will terminate immediately; (ii) you will lose access to any scheduled 1:1 meeting; (iii) You will incur a late penalty of $150 to be billed in addition to your late payment; and (iv) You agree to engage in good faith dispute resolution with SOS until the 30th day.
If no payment has been made after the 30th day, SOS reserves the right to to stop rendering services at any time until payment has been made.
Cancellation. You may cancel this service at any time before your next charge via SOS’s third-party payment platform.
Payment Disputes. The Client agrees that all payments are non-refundable service. Any payments disputes including requests for refunds and chargebacks will be handled via the Dispute Resolution terms in this Agreement.
CLIENT DUTIES & CONDUCT
General Client Duties. This business relationship requires you to adhere to certain duties and responsibilities in order for SOS to facilitate the Service and for the Parties to successfully carry out the Agreement. These duties and responsibilities include, but are not limited to:
Communicating efficiently and responding to emails in a timely manner;
Promptly scheduling all 1:1 calls;
Completing all assigned, practice questions, video lessons, and other preparatory materials;
Taking practice exams and questions under ideal testing conditions;
Providing access to information or material as requested by SOS;
Making successful payments on time;
Communicating information that may materially alter SOS’s ability to facilitate the Service in a way that avoids compromising SOS’s performance, including payment issues;
Having the Required Tools; and
Adhering to the terms of this Agreement.
Client Conduct. You agree to carry yourself in a dignified manner at all times. SOS will not tolerate disrespect, poor communication, or harassment of SOS. We reserve the right to terminate your participation in the Service if your conduct becomes unprofessional or creates an unsafe environment for SOS.
Attendance of 1:1 Calls. You are required to attend your 1:1 calls with SOS. Rescheduling 1:1 calls will be done according to the terms in this Agreement.
Required Tools. You agree to purchase or subscribe to the following third-party test preparation materials and tools to implement the strategies of the Service:
The AAMC Official Prep Complete Bundle;
UWorld MCAT QBank;
A functioning computer or other device for video conferencing calls;
While SOS may recommend or use certain test preparation materials, it is your responsibility to determine which materials best fit your needs.
Duty of Participation. It is your responsibility to attend the scheduled 1:1 calls and complete all video lessons, practice questions, and any other materials assigned prior to your next lesson. You understand that your participation is required in order for SOS to fulfill and render the services outlined in this Agreement.
COMPANY POLICIES
Communication. You agree to communicate with SOS via email or WhatsApp. You can expect a response from SOS within 24 to 48 hours. SOS will not accept any other form of communication. For matters related to payment, portal login, or other support, email: info@sellingoffsocial.com.
1:1 Rescheduling. You agree to provide at least 24 hours notice of your need to reschedule a 1:1 call, and failure to do so will result in you forfeiting that call. If you choose to reschedule the missed call, the rescheduled call must be conducted within 5 business days of the missed call in order to continue the Service without this interruption. Rescheduling will be done subject to SOS’s availability. If you choose not to reschedule the call, you automatically forfeit your right to that call under this Agreement. Under these circumstances, you are still responsible for making on-time payments as agreed to in Section 2: Payment & Payment Policies. You are not entitled to a refund for forfeited call if the forfeited call resulted from failure to reschedule a missed call within the time-frame described above.
Business Hours. SOS’s business hours are Monday through Friday from 9:00 am to 5:00 pm Eastern Standard Time subject to federal holidays and office closures which you will be notified of in advance.
Third-Party Technology. You consent to the use of technology provided by third parties that is necessary for SOS to facilitate the Service including, but not limited to, video conferencing and recording devices and programs. You are responsible for becoming familiar with the Privacy Policies and Terms of Use of any third-party program or application used before using them. SOS will notify you of such programs or applications in advance. SOS reserves the right to add or switch use of third-party programs and applications at any time with notice to you. SOS provides access to such third-party programs and applications “as is” at all times without warranties and representations.
INDEPENDENT CONTRACTOR
SOS is an independent contractor and nothing under this Agreement is intended to create any association, partnership, joint venture or agency relationship between you and SOS. SOS does not have nor claim to have authority to act on behalf of the Client. SOS understands and agrees it is not eligible for any benefits or programs your employees may be entitled to unless SOS is later determined to be an employee under applicable law. The Parties understand each of them is responsible for their own taxes, levies, fines or other duties required by federal, state, and local law or other applicable laws and regulations. SOS will provide the materials necessary to facilitate the Service other than what is stated in this Agreement.
INTELLECTUAL PROPERTY
Prior Ownership. Any intellectual property owned by each Party prior to entering into this Agreement belongs solely to that Party.
Video, Written, and Audio Content. SOS will retain all ownership rights, including all trademarks, copyrights and renewals and extensions thereof, patent and all other intellectual property rights to any content filmed, recorded, edited, or written by SOS under this Agreement, including the sole and exclusive right to adapt, reproduce, distribute, license, perform, display and otherwise use in any manner, forum or media whether now known or later created.
Limited License. SOS grants a limited, revocable, nonexclusive license to print and download the Downloadable Material including only the following:
Recordings of 1:1 meetings,
Any content provided by SOS in the shared Google Drive.
License to use the Downloadable Material is solely for the purpose of carrying out these terms, for the duration of these terms and for the Client to use internally with their current and future team members after the Service has ended. You agree to take measures to ensure this license is not used outside its scope.
Nothing in this Agreement shall be construed as permission to use the Downloadable Materials or SOS’s intellectual property for commercial purposes.
The grant of this license is conditioned upon on all payments received by SOS and the completion of the Term. No partial or other license is granted by SOS unless otherwise mutually agreed to in writing.
Testimonials. You grant SOS the right and ability to use the Client’s name for purposes of promotion, and to display the aforementioned on SOS’s website, social media, and other channels of advertisement for business purposes. Client waives all rights to inspect any finished product of the Client’s likeness prior to its publication, distribution, or any other use by SOS.
CONFIDENTIALITY
By virtue of your relationship with SOS, each of you may receive, be privy to, or inadvertently gain access to Confidential Information.
“Confidential Information” includes, but is not limited to any information, whether in physical, digital or other form, that is (1) designated as confidential at the time of disclosure or (2) should reasonably be considered confidential, given the nature of the information or the circumstances surrounding its disclosure.
Confidential Information also includes the terms of this Agreement, technical and non-technical information concerning or related to a Party’s products, services, client information, internal business operations, intellectual property, financial data, business and marketing plans, information that is not public knowledge, and any related information.
Each Party agrees not to make any negative, defamatory or disparaging remarks about the other as it pertains to the Service and these terms.
Client understands that any access or login information shared by SOS is only for Client and their staff members, who you agree to identify to SOS prior to providing said staff members with access.
The Party receiving the Confidential Information (“Receiving Party”) agrees not to: (1) use any Confidential Information except to perform the terms under this Agreement; or (2) disclose any Confidential Information to any person or entity other than (1) the Receiving Party’s team, (2) those involved in performing this Agreement, and (3) as required by law or court order.
This duty of confidentiality will survive the termination or expiration of this Agreement.
DISCLAIMERS & NO GUARANTEES
SOS’s services are conditional and dependent upon Client’s participation as outlined in Section 3: Client Duties & Conduct.
SOS does not make any guarantees related to Client’s score on the Medical College Admissions Test.
It is entirely the Client’s responsibility to determine whether the Service will fit the Client’s needs.
WARRANTIES
You warrant and represent:
You have the legal capacity to understand, agree to and perform the terms under this Agreement;
You are not violating any law or committing breach of any other agreement with a third Party by agreeing to the terms of this Agreement; and
You have the financial resources to commit to the performance of this Agreement.
SOS warrants and represents it has full authority to enter into this Agreement, it is qualified to facilitate the Service, and the Service will be facilitated in a professional and competent manner.
DISPUTE RESOLUTION
You agree to resolve any Disputes regarding the Service or SOS as follows:
Good Faith Negotiation: First via “good faith” negotiation attempts for at least 30 days. In order to be considered a “good faith” attempt, (i) the complaining Party must give the other Party written notice of the dispute within 7 days of the dispute arising or the complaining Party being put on notice about the dispute; (ii) the Parties must actively participate in negotiations including substantive and prompt communication; and (iii) the Parties must meet, virtually or in person, for at least 2 one-hour informal negotiation attempts.
Mediation: Second, if good faith negotiations fail, the Parties agree to submit the issue to formal mediation with a qualified, mutually-agreed upon mediator. The Parties will work together to select a qualified mediation service at a reasonable cost and participate in at least 1 full-day mediation session. The Parties will split mediation costs equally.
Binding Arbitration: If mediation is unsuccessful, the Parties agree to binding arbitration in the state of Florida which may be initiated by either Party. Arbitration must be conducted by an arbitrator experienced in the subject of the dispute and shall include a written record of the arbitration hearing. An award of arbitration may be confirmed in a court of competent jurisdiction.
“Disputes” include, but are not limited to, requests for refunds, chargebacks, issues related to payment, miscommunications, failure to communicate, and dissatisfaction of the Service.
TESTIMONIALS, MARKETING & PUBLICITY
If you provide a written or video testimonial regarding SOS’s services, you consent to SOS using the name and position of the person who submitted the testimonial and any public information about the Client on SOS’s websites, social media, products, training materials, workshops, and at public events.
Recorded content from 1:1 meetings may also be used on SOS’s websites, social media, products, training materials, workshops, and at public events. SOS will not share any recorded content in a manner that discloses Confidential Information about the Client.
Please contact SOS if you wish to revoke consent of use of your testimonial. We will remove the testimonial from our public platforms as soon as reasonably possible under the circumstances. However, removal of your testimonial from products or platforms that are already in existence, have been consumed or are in circulation, may not be possible.
TERMINATION
Either Party may terminate this Agreement by providing at least 14 days’ written notice of termination to the other Party or as soon as practicable under the circumstances.
SOS reserves the right to terminate this Agreement at any time when the Client has not made a successful payment, fails to communicate in a timely and efficient manner, misses too many meetings, as determined by SOS, without rescheduling, and fails to adhere to other client duties and this Agreement.
You agree to make any outstanding payments to SOS within 7 days of receiving or giving notice of termination, including remaining installments payments which will be due in full.
If a breach by any Party occurs, the nonbreaching Party may terminate this Agreement immediately with written notice to the breaching Party only if such breach is incapable of cure or not cured within 14 days or a reasonable period of time depending on the circumstances.
LIMITATION OF LIABILITY
IN NO EVENT SHALL SOS BE LIABLE UNDER THIS AGREEMENT FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, OR LOST PROFITS OR REVENUES, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (1) WHETHER SUCH DAMAGES WERE FORESEEABLE, (2) WHETHER OR NOT CLIENT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (3) THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED.
INDEMNIFICATION
The parties agree to defend, indemnify and hold harmless one another and their respective agents, against all third Party claims, liabilities, losses, damages, costs, expenses, judgments and/or penalties arising out of or related to the respective Party’s performance under this Agreement.
FORCE MAJEURE
Neither Party will be liable for a failure or delay in the performance of this Agreement caused by circumstances or an event beyond that Party’s reasonable control (“Force Majeure Events”).
Force Majeure Events include, but are not limited to, pandemics, epidemics, cyber attacks, government regulations, riots, natural disasters and extreme weather, work strikes and disputes, acts of God, circumstances deemed “force majeure” under Florida law, and any other similar events or circumstances beyond the reasonable control of the impacted Party. This does not include circumstances where the affected Party could have prevented the Force Majeure Event through reasonable precautions.
The affected Party will notify the other Party within 24 hours if a Force Majeure Event occurs and the impacted Party will use diligent efforts to ensure the effects of the Force Majeure Event are minimized. The impacted Party will be relieved of its obligations until the affected Party is able to resume operations or performance under this Agreement, whichever occurs first. The impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.
Force Majeure Events will not discharge the Client from any payment obligations for services rendered or costs incurred prior to the Force Majeure Event.
REMEDIES
The Parties understand that, in the event of a breach of any provision of this Agreement, the aggrieved Party may not have an adequate remedy at law. The Parties therefore agree the aggrieved Party will be entitled to obtain, in any court of competent jurisdiction, a decree of specific performance or to enjoin the continuing breach of such provision as well as to obtain damages for breach of this Agreement. By seeking or obtaining such relief, the aggrieved Party will not be precluded from seeking or obtaining any other relief to which it may be entitled.
MISCELLANEOUS TERMS
Governing Law. This Agreement shall be construed and governed by the laws of the state of Florida without regard to principles of conflicts of law.
No Waiver. If a Party fails to require strict performance under this Agreement, that failure shall not be construed as a waiver or preclusion of any right or remedy.
Notices. Notices required under this Agreement must be made in writing and sent to the email or other contact information on file.
Exhibits. Any referenced Exhibits are part of this Agreement.
Days. Any reference to “days” in this Agreement are calendar days unless otherwise specified.
Months. Months under this Agreement are defined as 30-day periods.
Assignment. The Parties can not assign their rights or obligations under this Agreement unless mutually agreed to in writing.
Time is of the Essence. Prompt and timely performance of these terms is strictly required.
Attorneys Fees. The Parties will be responsible for their own attorneys’ fees.
Severability. The invalidity or unenforceability of any provision of this Agreement does not affect the validity or enforceability of any other provision of this Agreement.
Amendments. Amendments to this Agreement must be made in a writing signed by both Parties.
Headings. The headings in this Agreement are for organization only and shall not impact the meaning of any terms under this Agreement.
Counterparts. This Agreement may be executed in counterparts, all of which together constitute one and the same agreement.
Electronic Signatures. Electronic signatures are binding and will have the same legal effect as handwritten signatures.
Entire Agreement. This Agreement contains the entire understanding between the Parties for the Service. The Parties acknowledge they have read and understand the terms contained herein and agree to them. This Agreement supersedes all prior agreements, representations, or understanding whether written, oral, implied, or otherwise between the Parties.
By continuing with this purchase you confirm you have read the 3X Weekly MCAT 60-Minute Lessons Terms and Conditions in Full, and agree to abide by those terms.