Group Education Subscription Service Terms and Conditions

These Service Terms and Conditions (these “Terms”) govern the Subscription Plan (“Plan”) referencing these Terms and made between ACBM, LLC, a Delaware limited liability company, D/B/A IRONMARKETS (“IRONMARKETS”) and the Client. By signing the Subscription Plan, the parties accept the terms and conditions of these Terms and agree to be bound by them as they relate to a PAVE/X MASTERS (“PVXM”, “we”, or “us”) group education subscription service (a “subscription”). Subscribers are also subject to the rules and restrictions applicable to the individual live in-person and online programs and workshops applicable to all event attendees and users. Please read these terms and conditions carefully before purchasing any subscription. You should understand that by purchasing a subscription, you agree to be bound by these terms and conditions. You should also understand that certain applicable terms below also bind customers who subscribe or buy a specific PVXM product through one of our partners or affiliates. The parties agree as follows:

1. Subscriber Status and Contract Formation.By placing your order for a subscription, you warrant that you are legally capable of entering into binding contracts and that you are at least 18 years old. After placing an order either over the telephone, through email, or through our website, you will receive an email from us confirming your purchase. This agreement will relate only to the subscription we have confirmed and will require signed contract agreement that confirms acceptance of these Terms. Your first year’s annual rate will be confirmed here, along with your year two renewal rate.
2. Auto-Renewal.When you purchase one of our subscriptions, you will be informed about our auto-renewal service. With this service, your subscription will be automatically renewed at the end of each annual subscription term at the subscription price then in effect, using the credit/debit card or invoicing information you have provided. You can cancel your subscription by contacting our representatives by phone or email within 30 days of signing your first-year subscription. You will also receive a reminder approximately thirty days in advance of each renewal. Your program will automatically renew for another full year if not cancelled within 30 days prior to your annual renewal date. You accept responsibility for all recurring charges prior to cancellation. Subject to applicable law, we reserve the right not to renew your subscription at any time any for any reason.
3. Term. This Agreement shall be effective upon the signed date of the contract agreement and, unless terminated earlier as set forth in this Agreement, shall remain in force for one (1) year (“Initial Term”) and will automatically renew for successive one-year periods unless, prior to thirty (30) days before the end of a term, either party gives written notice to the other that it chooses not to extend the Agreement, in which case the Agreement will expire on the last day of the current term (together with the Initial Term, the “Term”) subject to section 4 (Cancellation).
4. Cancellation.You may cancel your regular subscription and receive a full refund at any time within thirty (30) days of original purchase, and prior to any participating subscription members completing a course and taking a test for CE credit. An automatically renewed term may be cancelled for a full refund within the first thirty (30) days prior to the activation of the renewal term, and prior to completing a course and taking a test for CE credit during the renewal term. Once you complete a course and take the test to receive your CE credits, there is no refund. To cancel your subscription within the time period(s) allowed, contact our representatives. Your failure to adhere to this agreement or any of the rules or policies applicable to our live or online workshops may also result in the cancellation of your subscription by us, without refund.
5. Fees and Payment. Except as set forth in sections 2 and 4, all amounts payable to IRONMARKETS in connection with this Agreement, including, without limitation, those set forth in the Terms are non-refundable. Unless stated otherwise in the Plan, all fees are payable annually in advance, and due within 30 days of Client’s receipt of IRONMARKETS’s invoice unless otherwise noted in the Fees & Payment Terms section of the signed contract. If Client believes that IRONMARKETS has billed Client incorrectly, Client must contact IRONMARKETS no later than 30 days after the closing date on the first billing statement in which the error or problem appeared, to receive an adjustment or credit. Client hereby waives any right it may have under this Agreement, at equity, or in law to dispute Fees after such period. Unless otherwise specified in the Subscription Plan, full payment is due upon receipt of the applicable invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum amount permitted by applicable law, whichever is lower, plus all expenses of collection (including reasonable attorneys’ fees). Client will pay all Fees in U.S. Dollars. Without limiting any other remedy available herein, at law, or in equity, IRONMARKETS may stop provision of any or all of the Services if the Client fails to pay overdue Fees within 10 days from IRONMARKETS’s notice to the Client of outstanding payment.
6. Taxes. Other than federal and state net income taxes imposed on IRONMARKETS, Client will bear all taxes, duties, and other governmental charges relating to the Fees and Services.
7. Attendance at In-Person Programming.In order to attend in-person live programs and workshops that potentially qualify for PVXM credit, you must register in accordance with our standard procedures for such events. If you fail to cancel registration at a live program or workshop at least ten (10) days prior to the scheduled event and do not attend, you will be charged for the program in full. Failure to attend live programs or workshops without appropriate cancellation may result in the cancellation of your subscription by us without refund.
8. Interruptions in Service.There is no guarantee of a minimum number of in-person live programs in any given location during the term of any subscription, and live events are subject to cancellation based on minimum attendance requirements and weather and other factors that may be outside of our control. We are also subject to the rules of the third-party venues we contract to host these events, including their regulations on matters of public health. There is also no guarantee to number of live streams/webinars or online video/text courses available through our website. PVXM reserves the right to add, remove or exchange entire courses or specific access to any courses at any time for any subscriber or subscription type. While every effort is made to keep our website and your access to content up and running 24/7 (other than for scheduled maintenance), there can be no guarantee of uninterrupted service and we take no responsibility for, and will not be liable for, our website being temporarily unavailable due to technical issues, or issues beyond our control.
9. ADA Accommodations for In-Person Programming.ADA accommodations will be made in accordance with the law. If you require ADA accommodations, please email your request to our Customer Care department immediately after completing your registration for the program. We cannot ensure the availability of appropriate accommodations without prior notification. You should notify us at least thirty (30) days before the class if you require special needs or assistance.
10. Warranty.We warrant to you that your purchased subscription will conform with its description on our website and be reasonably fit for the purposes for which products and services of that kind are commonly supplied. YOU AGREE TO USE OUR PRODUCTS AND SERVICES AT YOUR OWN RISK. IRONMARKETS DOES NOT GUARANTEE THAT YOUR USE OF OUR PRODUCTS OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. OTHER THAN AS EXPRESSLY WARRANTED IN THESE TERMS AND CONDITIONS, THE PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR SUBSCRIBER’S USE WITHOUT WARRANTIES OR CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY. WE DO NOT MAKE ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, OR NONINFRINGEMENT.
11. No Guarantee of a Specific Result. Regardless of any perceived representation to the contrary, IRONMARKETS in no way guarantees a specific result for Client. It is understood and agreed to that IRONMARKETS has no direct control over user engagement, performance, or market outcomes tied to continuing education platforms.
12. Liability.OUR ENTIRE LIABILITY ARISING FROM THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED THE THEN EXISTING PRICE FOR YOUR SUBSCRIPTION. IRONMARKETS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) ARISING OUT OF THIS AGREEMENT. Nothing in this agreement excludes or limits our liability for any matter for which it would be illegal for us to exclude or attempt to exclude our liability.
13. Written Communications.Applicable laws require that some of the information or communications we send to you should be in writing. When using our website, you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
14. Transfer of Rights and Obligations.This agreement is binding on you and us and on our respective successors and assigns. You may not transfer, assign, charge or otherwise dispose of this agreement, or any of your rights or obligations arising under it, without our prior written consent. We may transfer, assign, charge, subcontract or otherwise dispose of this agreement, or any of our rights or obligations arising under it, at any time during the term of this agreement.
15. Intellectual Property Rights.We are the owner or the licensee of all intellectual property rights as to our website, the material and contents on our site, and all live in-person and online programs and workshop materials, whether registered or unregistered. These works are protected by copyright laws and all such rights are reserved. You must not use any part of our copyright materials for commercial purposes without first obtaining a license to do so from us and our licensors.
16. Employer/Contractor Access.To the extent your subscription is arranged or provided by your employer, by you as an employe, or other contracting party, such employer or contracting party shall receive or have access to information concerning your participation and use of the services.
17. Miscellaneous:

A. Publicity. IRONMARKETS may publicly list Client as a customer of IRONMARKETS and use Client’s trademark, trade name, and logo for marketing or promotional purposes and in other communications with existing or potential IRONMARKETS customers, resellers, or investors.

B. Governing Law. This Agreement is governed by Wisconsin law without reference to its conflict of laws principles. Subject to Section 11, all claims arising under this Agreement will be litigated exclusively in the federal or state courts located in Milwaukee County, Milwaukee. The parties submit to the jurisdiction in those courts.

C. Injunctive Relief. If either party breaches Section 3 or 4, the other party may suffer irreparable harm, and monetary damages may be inadequate to compensate the non-breaching party. Accordingly, either party may, in addition to any other remedies available to it at law or in equity, seek injunctive or other equitable relief in response to any such breach.

D. Further Assurances. Each party will execute and deliver any documents or instruments, and take any further actions that are reasonably required, to provide the other party the full benefits and rights described in this Agreement.

E. Attorneys’ Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

F. Assignment. Client may not assign this Agreement or delegate its performance without IRONMARKETS’s prior written consent, and any attempt to do so is void. IRONMARKETS may assign this Agreement or delegate its performance without Client’s consent. This Agreement is binding upon and inures to the benefit of the parties’ permitted successors and assigns.

G. Severability. If any provision of this Agreement or portion of a provision is invalid, illegal, or unenforceable, the rest of this Agreement will remain in effect.

H. No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

I. Entire Agreement. This Agreement (including the Subscription Plan) constitutes the entire agreement and supersedes any other agreement of the parties relating to its subject matter (including any nondisclosure agreements entered into in anticipation of this Agreement). No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, or supplement the terms of this Agreement.

J. Amendment. We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities. You will be subject to the terms and conditions in force at the time that you purchase your subscription from us, unless any change to those terms and conditions is required to be made by law or governmental authority (in which case it will apply to all purchases previously placed by you), or if we notify you of the change to those terms and conditions before your next renewal and you do not cancel such renewal (in which case we have the right to assume that you have accepted the change to the terms and conditions). If you are offered a payment plan for a yearly subscription, that offer is only valid for the term of that subscription and that payment plan may not apply to future subscriptions.

K. Relationship. The parties are independent contractors of each other. Each party is responsible for instructing and managing its employees and personnel. This Agreement does not create any agency, partnership, or joint venture relationship between the parties.

L. No Third-Party Beneficiaries. Other than the IRONMARKETS Indemnified Parties, there are no third-party beneficiaries of this Agreement.

M. Notices. All notices under this Agreement must be in writing and will be considered given: (1) upon delivery, if delivered personally or by internationally recognized courier service; (2) three business days after being sent, if delivered by U.S. registered or certified mail (return receipt requested); or (3) upon acknowledgement of receipt (including electronic notification), if delivered by email. Either party may update its notice address by notice to the other party in accordance with this Section 12.M. All notices to Client will be sent to the address listed on the Subscription Plan unless otherwise specified by Client. All notices to IRONMARKETS will be sent to the address set forth in the Subscription Plan.

N. Force Majeure. IRONMARKETS will not be liable for any delay or failure to perform under this Agreement as a result of any cause or condition beyond IRONMARKETS’s reasonable control (a “Force Majeure Event”), so long as IRONMARKETS uses reasonable efforts to avoid or remove those causes of delay or non-performance. If a Force Majeure Event causes IRONMARKETS to delay or fail to perform its obligations under this Agreement for 30 consecutive days, either party may terminate this Agreement.

O. Interpretation. If IRONMARKETS provides a translation of the English language version of this Agreement, the translation is provided solely for convenience, and the English version will prevail. Any heading, caption, or section title contained in this Agreement is for convenience only, and in no way defines or explains any section or provision. Any use of the term “including” or variations thereof in this Agreement will be construed as if followed by the phrase “without limitation.”

P. Counterparts. This Agreement (including the Subscription Plan) may be executed in counterparts (which may be exchanged by email). Each counterpart should be considered an original, but all counterparts together should constitute the same Agreement.

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