Acceptance of Terms and Conditions for Enrollment in the A-List Membership Program

This Acceptance of Terms and Conditions for Enrollment in the A-List Membership Program (the “Agreement”) applies to your (“you” or “your”) participation in the A-List Membership program and its related courses, materials, websites and associated programs (collectively referred to as the “Program”) offered by the Proctor Gallagher Institute, LP also known as Proctor Gallagher (“PGI” and collectively referred to with you as the “Parties” and singularly as a “Party”).

  1. Initial Term. The term of this Agreement shall be from the time PGI accepts your enrollment into the Program (the “Effective Date”) until the anniversary date of your enrollment date into the Program (the “Initial Term”). You may terminate your enrollment in the Program up to 30-days prior to expiration of the Initial Term upon written notice to PGI. For instance, if you originally enrolled in the Program on June 1, 2023, your Initial Term would be eligible for termination up to and including May 2, 2024, which is 30-days prior to your enrollment anniversary date. For purposes of this provision, no additional days are allotted for leap year. Any such termination shall be deemed effective as of the conclusion of the Initial Term of this Agreement unless otherwise agreed to in writing by PGI in its sole and absolute discretion. PGI shall be under no obligation, duty, or requirement to refund any pro-rated portion of any sums paid by you under this Agreement or for any Initial Term. Any termination of this Agreement will not release either Party from any obligations that arose prior to the date written notice of termination was given.
  2. Annual Renewal. The Program consists of two membership levels (Black and Silver). Black level membership includes and is built upon and includes an annual renewal feature whereby you are given access to all PGI programs offered by the company described herein during the Initial Term of your enrollment and any new programs and materials released during each following year in which your membership is renewed on an annual basis. Silver level membership includes and is built upon and includes an annual renewal feature whereby you are given access to all PGI programs offered by the company described herein during the Initial Term of your enrollment and an 85% discount on any new programs and materials released during each following year in which your membership is renewed on an annual basis. Each membership level has individual annual renewal rates, which are disclosed at the time of your enrollment in the Program. PGI reserves the right to set applicable rates for upgrading your Program membership to a different membership level at any time during your membership. Unless effectively terminated during the Initial Term, the terms of this Agreement shall apply from 30-days prior to the anniversary date of your initial enrollment in the Program, i.e., the Initial Term, through each subsequent period up to 30-days prior to each annual anniversary date from your enrollment date into the Program (the “Annual Renewal Periods”). For instance, if you originally enrolled in the Program on June 1st, your annual enrollment anniversary date would be May 2nd. For purposes of this provision, no additional days are allotted for leap years. You may terminate your continued enrollment in the Program anytime up to 30-days prior to expiration of any Annual Renewal Period upon written notice to PGI. Any such termination shall be deemed effective as of the conclusion of the Annual Renewal Period during which it was given unless otherwise agreed to in writing by PGI in its sole and absolute discretion. PGI shall be under no obligation, duty, or requirement to refund any pro-rated portion of any sums paid by you under this Agreement or for any Annual Renewal Period. Any termination of this Agreement will not release either Party from any obligations that arose prior to the date written notice of termination was given.
  3. Program Tuition Payment. You further agree to pay PGI the total amount due for the Initial Term upon enrollment in the Program (the “Program Tuition”). The Program Tuition is the amount you and PGI agreed upon for your enrollment in the Program. You must pay PGI the Program Tuition before you can receive any products or materials related to the Program. PGI, in its sole and absolute discretion, may agree to a payment schedule for you to pay the Program Tuition or any part thereof. If you fail to make any payment(s) to PGI on an agreed upon date, PGI may deem all sums due by you immediately payable to it. Additionally, if you fail to make any payment(s) to PGI on an agreed upon date, PGI may suspend your ability to receive products and services related to the Program. Any such suspension, however, does not relieve you of your obligation to pay PGI the full Program Tuition.
  4. Program Renewal Tuition. You further agree to pay PGI the total amount due for any Annual Renewal Term upon expiration of the Initial Term and for each Annual Renewal Term thereafter unless effectively terminated pursuant to Section 2, above (the “Renewal Tuition”). The Renewal Tuition is the amount you and PGI agreed upon for your enrollment in the Program. You must pay PGI the Renewal Tuition before you can receive any products or materials related to the Program or any products, programs or materials released during the previous or current Annual Renewal Term. PGI, in its sole and absolute discretion, may agree to a payment schedule for you to pay the Renewal Tuition or any part thereof. If you fail to make any payment(s) to PGI on an agreed upon date, PGI may deem all sums due by you immediately payable to it. Additionally, if you fail to make any payment(s) to PGI on an agreed upon date, PGI may suspend your ability to receive products and services related to the Program. Any such suspension, however, does not relieve you of your obligation to pay PGI the full Renewal Tuition due and owing.
  5. General Program Description. The Program is an exclusive, invitation only membership opportunity that grants members the opportunity to access all, or virtually all, of PGI’s programs and related materials offered to the public at once. There are two levels of membership: (1) Black; and (2) Silver. The Black membership level grants Program members carte blanche access to such elite program as the following: (1) Masterclass; (2) Inner Circle; (3) Riding the Dragon; (4) Best of Proctor Gallagher; (5) Proctor Gallagher Year-Long Coaching; (6) The New Lead The Field; (7) 1% Club Replay; (8) 3% Symposium Replay; and (9) Magic In Your Mind. The Silver membership level grants Program members carte blanche access to all the foregoing programs except: (1) 1% Club Replay; (2) Masterclass; (3) 3% Symposium Reply; and (2) Inner Circle. In addition, members will have access to, at least, the following Elite Program bonuses: (1) You Were Born Rich; (2) Path to Agreement; (3) Success Puzzle; (4) Your Mission in Commission; and (5) Working With The Law. Moreover, based on maintaining a current and active Annual Renewal Period, Black membership level participants shall have access to all new programs released by PGI during the applicable Annual Renewal Period for your membership, whereas Silver level membership participants shall be entitled to an 85% discount on these new programs.
  6. Additional Program Benefits. PGI reserves the right, in its sole and absolute discretion, to offer additional Program benefits to its members at any point and at any time, such as exclusive one-on-one coaching opportunities, in-person or telecommunication special guest lectures, materials or other online, in-person or rebroadcast events (“Additional Benefits”). PGI shall have the exclusive right to limit participation in any such Additional Benefits on a first come, first served basis – whether based on the time of online enrollment or other participation criteria.
  7. Credit Card on File Requirement. To participate in the Program, you must provide PGI with a valid credit card to keep on file. The credit card on file with PGI will be used to process your annual Renewal Tuition or other agreed upon Program Tuition or Renewal Tuition payments. PGI may require you to complete a credit card authorization form in addition to you accepting the terms of this Agreement. By maintaining a credit card on file with PGI, you represent and warrant that you are the authorized cardholder, you agree to the terms contained in this Agreement, you agree to pay, and specifically authorize PGI to charge the credit card on file for any required Program Tuition and Renewal Tuition payments. Moreover, you further agree that in the event the credit card on file becomes invalid, you will provide PGI with a new valid credit card that may be used to process payment for any outstanding balances owed for Program Tuition or Renewal Tuition payments or other products and services for which payment is owed to PGI.
  8. Program Participation at Your Own Risk. PGI does not guarantee that you will achieve any specific personal, professional or financial results by your participation in the Program. PGI also does not guarantee you will earn any specific amount of income as a result of your participation in the Program. PGI makes no promises, representations or warranties concerning the viability of any goals, aspirations or endeavors you may identify or choose to pursue during or as a result of your participation in the Program. You agree to participate in the Program at your own risk. Program information, services and products are used at your own risk. You are solely responsible for any decisions and actions that result from your use of Program related information, products and services. PGI does not provide psychological, investment or financial advice.
  9. Refunds. The Program Tuition, and any Renewal Tuition, is nonrefundable following receipt of payment by PGI. All funds paid by you are deemed earned by PGI upon receipt. Should you encounter unexpected circumstances beyond your control, PGI, in its sole and absolute discretion, may elect to transfer your enrollment in the Program to one or more other PGI programs, events, courses or offerings.
  10. Ownership Rights and Proprietary Information. PGI and its affiliated entities own all rights, title and interest (including all intellectual property rights throughout the world) relating to any and all works of authorship, designs, know-how, ideas, course materials, products, services and information related to the Program. You agree that all materials provided to you as part of the Program, which are confidential and proprietary in nature, will be held in confidence and not disclosed by you to anyone without PGI’s written consent.
  11. Intellectual Property. All trademarks, service marks, trade names, logos, patents and copyrighted materials associated with the Program (the “PGI Intellectual Property”) are the property of PGI and its affiliated entities. You agree not to interfere or infringe upon the PGI Intellectual Property by, among other things, the following: (1) duplicating or creating of works (including any derivative works) that are the same or substantially similar to the PGI Intellectual Property; (2) registration, creation or use of trademarks, service marks or domain names that are the same or substantially similar to the PGI Intellectual Property; (3) use, manufacture, import, or sales of any product or service that infringes upon the PGI Intellectual Property ; and (4) any action that would pass off or create the appearance of an association with or endorsement by PGI.
  12. Consent to Use Likeness. To the extent you participate in any event, course, in-person coaching or other offering associated with your membership in the Program that is videotaped, recorded, screenshot or otherwise digitally or audibly captured, you expressly grant PGI your consent to capture, record, replicate, reproduce, publish and otherwise disseminate your name and likeliness in any and all promotional, educational or other means derived from any Program sessions or any portion of the Program.
  13. Modification. PGI may modify or amend any of the terms and conditions contained in this Agreement, at any time and by posting a change notice or a new version of the Agreement on the applicable Program website or by otherwise advising you of the amendment/modification. If any such amendment/modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Program following the posting of a change notice or a new version of this Agreement on the applicable Program website or following notice of the modification/amendment will constitute your binding acceptance of the new terms and conditions.
  14. Indemnification. You will indemnify, hold harmless and defend PGI (as well as its members, employees, instructors, vendors, independent contractors, service professionals and affiliated entities) against any and all claims, expenses, costs, causes of action and damages (including those for personal injury, property damage and reasonable attorney’s fees) relating to your participation in the Program or any violation of this Agreement.
  15. Assignment. You may not assign this Agreement (or any obligations under this Agreement) without PGI’s prior written consent.
  16. Limitation of Liability. PGI (as well as its members, employees, instructors, vendors, independent contractors, service professionals and affiliated entities) shall not be liable for any indirect, incidental, special or consequential damages of any nature (including but not limited to claims for personal injury, property damage, loss of revenue, profits) related to your participation in the Program. Under no circumstances shall PGI’s liability, if any, exceed the Program Tuition or any Renewal Tuition.
  17. Governing Law; Class Action Waiver. This Agreement will be governed by, and construed in accordance with, the laws of the State of Nevada, without reference to rules governing choice of laws. You irrevocably and unconditionally waive, to the fullest extent permitted by law, any right you may have to participate as a representative or member of any class of claimants in any class action lawsuit against PGI, or any of its affiliated entities, that relates to your participation in the Program. To the extent any Party to this Agreement is a citizen of a foreign country, it is agreed by and between the Parties that this Agreement shall be deemed to have been executed in the United States of America and shall further be exempt from any and all consumer protection or other laws applicable to the foreign citizen’s country of residence.
  18. Arbitration. Any dispute or claim arising out of or related to this Agreement, its performance, breach, or interpretation (including issues about its validity or enforceability), shall be resolved by binding arbitration before the American Arbitration Association (the “AAA”) with the appointment of a single arbitrator. The AAA rules and procedures governing civil proceedings shall apply to the proceedings. Either Party may seek judicial relief to compel the other Party to comply with the provisions of this Section or otherwise seek applicable injunctive or equitable relief. The arbitration shall be held in Las Vegas, Nevada. Both Parties hereby irrevocably consent to AAA arbitration in Las Vegas, Nevada, as well as the jurisdiction of the courts located in Clark County, Nevada for injunctive, equitable relief and enforcement purposes. Any arbitration award shall be final, binding and non-appealable. All awards may be filed with one or more courts, state, federal or foreign, having jurisdiction over the Party against whom such award is rendered or its property.
  19. Legal Age. You represent that you are of legal age to enter into this Agreement.
  20. Relationship of Parties. Nothing in this Agreement or through your participation in the Program shall create a partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and PGI.
  21. Miscellaneous. This Agreement, together with any invoices provided by PGI, constitutes the entire understanding of the Parties with respect to your participation in the Program. This Agreement, together with any invoices provide by PGI, revokes and supersedes all prior or contemporaneous agreements, communications, proposals or understandings, whether electronic, oral or written, between the Parties regarding your participation in the Program.

Revised March 21, 2024