Terms and Conditions

Gap Selling Online Training Subscription Agreement

A Sales Growth Company, LLC, a Colorado limited liability company (“ASG”), with offices located at Boulder, CO and/or its related, parent, affiliated or subsidiary companies owns and/or operates the internet site located at www.gapsellingonlinetraining.com, along with our related websites, hosted applications, mobile or other downloadable applications (collectively, the “Site”). This Gap Selling Online Training Subscription Agreement (this “Agreement”) sets out the terms of service applicable to our Site and the Subscription Services (defined in Section 1.b below). This Agreement is a legally binding contract between you and ASG regarding your use of the Subscription Services.

PLEASE READ THE FOLLOWING TERMS CAREFULLY

BY CREATING AN ACCOUNT ON THE SITE (“ACCOUNT”) OR DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SUBSCRIPTION SERVICE, THE INDIVIDUAL OR ENTITY ENTERING THIS AGREEMENT (“YOU” OR “YOUR”) AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SUBSCRIPTION SERVICE, YOU AGREE TO BE BOUND BY, THIS AGREEMENT, INCLUDING THE PRIVACY POLICY FOR THE SUBSCRIPTION SERVICE (THE “PRIVACY POLICY”) AND OTHER POLICIES AND ADDITIONAL TERMS WE REFERENCE BELOW. CERTAIN SERVICES, SOME OF WHICH MAY BE PROVIDED BY THIRD PARTIES, MAY BE SUBJECT TO ADDITIONAL TERMS AND CONDITIONS (COLLECTIVELY, “ADDITIONAL TERMS”), AND YOUR USE OF THE SITE AND SUCH SERVICES CONSTITUTES YOUR AGREEMENT TO ALL APPLICABLE ADDITIONAL TERMS. IF YOU ARE NOT ELIGIBLE TO USE THE SUBSCRIPTION SERVICE, OR DO NOT AGREE TO THIS AGREEMENT, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SUBSCRIPTION SERVICE. YOUR USE OF THE SUBSCRIPTION SERVICE, AND ASG’S PROVISION OF THE SUBSCRIPTION SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY AND BETWEEN ASG AND YOU TO BE BOUND BY THIS AGREEMENT.

If you are an entity, organization, or company, the individual accepting this Agreement on your behalf represents and warrants that they have the authority to bind you to this Agreement and you agree to be bound by this Agreement.

General.
1. ASG has developed and owns the proprietary Gap Selling Program, including the Gap Selling Training courses, methods, documents, guides, exams, and other training information, content, and materials (the “Gap Selling Program”). ASG and its trainers sell and perform Gap Selling Program sessions to individuals, teams, organizations, and professional audiences (“Gap Selling Training(s)”).
2. Through the Site, and subject to the terms of this Agreement, you can access (i) the Gap Selling Trainings, (ii) certain relevant products in the Gap Selling Program (and if applicable third-party software) on a subscription basis, and (iii) the provision of third-party services (collectively, the “Subscription Services”).
3. For clarity, and notwithstanding anything to the contrary herein, nothing in this Agreement shall limit ASG’s right to, in its sole discretion, directly or indirectly through other representatives or certified trainers, market, solicit for sale, sell, perform, or otherwise exploit the Gap Selling Program and Gap Selling Trainings to any third-party.
Use of the Subscription Services and Related Products.
1. Subject to the terms of this Agreement, including your timely payment of the Subscription Fees (as defined in Section a), ASG:
  1. hereby grants you a limited, personal, non-exclusive, revocable, non-transferable, non-sublicenseable right, on a subscription basis, to access and use the Subscription Services during the Subscription Term (as defined in Section a) depending on the Subscription Plan (defined in Section 7) that you select; and
  2. shall use reasonable efforts to make the Subscription Services available to you for the duration of the Subscription Term, except during any reasonable periods of emergency or preventive maintenance.
2. You acknowledge and agree that all right, title, and interest in and to the Site, Subscription Services, Gap Selling Trainings (including the training materials), all ASG trademarks, service marks, brand names, logos, domain names, websites, works of authorship, trade secrets, know-how, and other intellectual property, information, or materials that are provided or made available to you by or on behalf of ASG, as well as any derivative works, modifications, or improvements thereof or relating thereto, whether by ASG, you, or a third-party, including all intellectual property rights therein (collectively, “ASG IP”), are solely and exclusively owned by and shall remain with ASG. If you acquire any rights in any ASG IP by operation of law or otherwise, you hereby irrevocably assign such rights to ASG without further action by either party. You agree not to dispute or challenge or assist any person or entity in disputing or challenging ASG’s rights in and to any ASG IP. You shall not acquire any ownership interest in or to any ASG IP under this Agreement, and any goodwill derived from your use of any ASG IP shall inure to the benefit of
3. You shall comply with all applicable laws and regulations when using the Subscription Services.
4. By using the Subscription Services, you agree to: complete all assessments, problems, homework and assignments with your own work (unless collaboration is expressly permitted); acknowledge any and all external sources used in your work (including artificial intelligence); refrain from any activity that would dishonestly or fraudulently improve your results or disadvantage others in the course; accurately represent your work if you use or discuss it outside of the Subscription Services; be a responsible participant and communicate with respect to other participants in any discussion or feedback forum; and not access or attempt to access any other user’s Account, or misrepresent or attempt to misrepresent your identity while using the Subscription Services. This Section d is not intended to prohibit discussion of course material. While you must submit work that is your own, you should feel free to discuss course topics or other course material with other participants. If you use the Subscription Services in a manner that is inconsistent with this Section 2.d we may suspend or terminate your Account.
You shall not use the Subscription Services or any other ASG IP in any manner not expressly permitted in Section 2.a.i. Without limiting the foregoing, you shall not, directly or indirectly:
1. resell, modify, alter, disassemble, decompile, reverse-engineer, produce derivative works of, or otherwise change the Subscription Services or other ASG IP;
2. exploit the Subscription Services or any other ASG IP, in any way that infringes upon the intellectual property rights of ASG, or which violates the terms of this Agreement or applicable law;
3. engage in any action that tends to disparage, dilute the value of, or reflect negatively on ASG, the Subscription Services, the Gap Selling Program, or any ASG IP;
4. use any ASG IP for use as a domain name, except with the prior express written authorization of ASG; or
5. alter, obscure, or remove any proprietary rights notices placed on any component of the Subscription Services or other ASG IP that ASG may provide from time to time.
Eligibility. People under the age of 18 are not eligible to use the Site or any Subscription Services in any way. You affirm that you are over 18 years of age. If you are under 18 years of age, do not use the Subscription Services. If ASG learns that you are under 18 and your personally identifiable information has been collected, then ASG will delete your Account and all personal information associated with it. In addition, certain Gap Selling Trainings may have additional eligibility requirements, as specified on the applicable Site.
Registration and Your Information. To purchase the Subscription Services, you shall create an Account with accurate, complete and up-to-date information. You shall update such information, as needed, to ensure the Account is accurate, complete and up-to-date. If you do not comply with your obligations in this Section, ASG may suspend or terminate your Account. You shall not disclose your Account password to anyone, and you shall notify us immediately of any unauthorized use of your Account. You are responsible for all activities that occur under your Account, whether or not you know about them. You shall not post or transmit any “sensitive” personally identifiable information over the Site, which may include, but not be limited to, any information about yourself or another person that may relate to health or medical conditions, social security numbers or national identifiers, credit card, bank account or other financial information, other information concerning trade union membership, sex life, political opinions, criminal charges or convictions, religious or philosophical beliefs, racial or ethnic origin, or other sensitive matters.
Third-Party Sites, Services and/or Resources. The Subscription Services may contain links to third-party websites, services and/or resources. We provide these links as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites, services and/or resources and acknowledge such use is subject to any terms of use of those websites, services and/or resources.
Fees and Payment.
1. Subscription Fees. ASG’s Subscription Services are provided in exchange for the annual fee (the “Subscription Fee”) as listed in the table below. You shall pay all applicable Subscription Fees and all taxes and other fees that may accrue in relation to your use of a Subscription Plan, if any. Subscription Fees will be payable via credit card. You hereby consent to your credit card being charged for the applicable Subscription Fees for the Subscription Services in accordance with Section 8. All Subscription Fees are non-refundable, non-transferable, and are payable in United States dollars without offset or deduction according to the Subscription Plan selected. If you terminate this Agreement before the end of the Initial Term or a Renewal Term, then the full amount of the training term will be billed.

Subscription Plans
Subscription Plan	Description	Subscription Fees & Monthly License Fee
Individual Learner	For the salespeople who want to level up and become a Gap Seller. · 1 Participant · 6-8 Hours of sales training · Interactive learning · Your own unique journey	An annual Subscription Fee of $499 per year. Optional Additional Charges: · Gap+ Add On: o $35 multiplied by the number of months remaining in the current term. o $948 for each subsequent Renewal Term. o Access to Gap+ cannot be purchased separately.
Team Work	For all the front-line sales managers who want a Gap Selling team. Team starter package includes: · 6 Training Users · 2 Admin Users · 6-8 Hours training · Interactive learning · Choose your own journey · Team reporting	An annual Subscription Fee of $2,599. Optional Additional Charges: · $425 per Extra Training User per year · $100 per Extra Admin per year · Gap+ Add On: o $35 per total number of users, multiplied by the number of months remaining in the current term. o $79 per total number of users, multiplied by 12, for each subsequent Renewal Term. o Access to Gap+ cannot be purchased separately.
Small Company	All the basics you need to transform your sales organization into a Gap Selling powerhouse. Small company starter package includes: · 12 Training Users · 2 Admin Users · 6-8 Hours training · Interactive learning · Choose your own journey · Organizational · Reporting · Team reporting	An annual Subscription Fee of $5,299. Optional Additional Charges: · $399 per Extra Training User per year · $100 per Extra Admin per year · Gap+ Add On: o $35 per total number of users, multiplied by the number of months remaining in the current term. o $79 per total number of users, multiplied by 12, for each subsequent Renewal Term. o Access to Gap+ cannot be purchased separately.
Large Company	For medium to large sales organizations that need training and robust reporting. Large company starter package includes: · 48 Training Users · 3 Admin Users · 6-8 Hours training · Interactive learning · Choose your own journey · Organizational Reporting · Regional Reporting · Team Reporting · Organizational Chart	An annual Subscription Fee of $14,999. Optional Additional Charges: · $299 per Extra Training User per year · $100 per Extra Admin per year · Gap+ Add On: o $35 per total number of users, multiplied by the number of months remaining in the current term. o $79 per total number of users, multiplied by 12, for each subsequent Renewal Term. o Access to Gap+ cannot be purchased separately.

Late Payment. If you fail to make any payment when due, without limiting ASG’s other rights and remedies, ASG may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law, or immediately terminate this Agreement, without incurring any obligation or liability to you or any other person by reason of such termination.
Changes. ASG may increase or otherwise modify the Subscription Fees at any time by providing at least thirty (30) days’ written notice to you, in which case, if you do not agree to such modifications, your sole and exclusive remedy is to terminate this Agreement. Failure to terminate this Agreement after such 30-day period shall be deemed your acceptance of such modification(s), and the Subscription Fees will be deemed amended accordingly.

Payment Processing.
1. ASG processes payments (“Payment Processing”) which are provided by our third-party payment processing partners, including Stripe, Inc., and use of the Payment Processing by you will be subject to a separate merchant agreement which will be solely between you and the applicable third party processor. If you use Payment Processing you agree that you will comply with the terms and conditions of all applicable merchant agreements and all applicable card network rules, policies, laws and regulations, at all times while using such Payment Processing.
2. By entering into this Agreement, you authorize and expressly permit us to collect any fees or other amounts owed to us under this Agreement directly via Payment Processing. In addition to any amounts due, delinquent accounts may be charged with fees that are incidental to the collection of delinquent accounts and chargebacks including, but not limited to, collection fees and convenience fees and other third-party charges. You hereby explicitly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone, as provided to ASG by you. Such communication may be made by ASG or by anyone on its behalf, including but not limited to a third-party collection agent.
Term, Termination, and Effect of Termination.
1. The initial term of the Subscription Services under this Agreement begins on date you begin using the Subscription Service and, unless terminated earlier as provided herein, will continue in effect for twelve (12) months from such date (the “Initial Term”). The Subscription Services and associated Subscription Fees under this Agreement will automatically renew for additional (12) month Renewal Terms unless terminated earlier as provided herein (each a “Renewal Term”). “Subscription Term” means the Initial Term and all Renewal Terms.
2. You may request cancellation of your Account and termination of this Agreement at any time by sending an email to ASG at support@salesgrowth.com. However, as noted above, even in the event of early cancellation and termination of this Agreement, you shall remain responsible for paying the Subscription Fees remaining for the applicable Subscription Term.
3. ASG may terminate your access to and use of the Subscription Services, at our sole discretion, at any time and without notice to you.
4. ASG may also terminate this Agreement: (i) with or without notice to you, if ASG terminates the Gap Selling Program; or (ii) effective on written notice if you materially breach this Agreement, including without limitation, if you fail to pay any amount when due hereunder, or you breach any of your obligations under Sections 2 or 3.
5. Upon any expiration, discontinuation, or termination of Subscription Services all rights and licenses granted to you pursuant to this Agreement, including in Section 2, shall terminate and you shall immediately cease use of all the Subscription Services. In respect of the Subscription Services, ASG shall cease to make the Subscription Services available to you.
6. Notwithstanding anything to the contrary herein, the rights and obligations set forth in the following sections shall survive any expiration or termination of this Agreement: Sections 2, 3, 7, 10-15.
Disclaimer.
1. THE SUBSCRIPTION SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SUBSCRIPTION SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. ASG DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SUBSCRIPTION SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SUBSCRIPTION SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. ASG DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICE OR ANY PORTION OF THE SUBSCRIPTION SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SUBSCRIPTION SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND ASG DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. ASG RESERVES THE RIGHT TO MODIFY AVAILABLE SUBSCRIPTION PLANS.
2. YOU ACKNOWLEDGE THAT THE SUBSCRIPTION SERVICES INCLUDE ACCESS TO AND USE OF PRODUCTS WHICH HAVE NOT BEEN DEVELOPED SPECIFICALLY FOR YOU. EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN THIS AGREEMENT, YOU ASSUME SOLE RESPONSIBILITY FOR RESULTS OBTAINED FROM USE OF THE SUBSCRIPTION SERVICES, AND FOR CONCLUSIONS DRAWN FROM SUCH USE. ASG SHALL HAVE NO LIABILITY FOR ANY DAMAGE OR LOSS CAUSED BY ERRORS OR OMISSIONS IN ANY INFORMATION PROVIDED TO ASG BY YOU IN CONNECTION WITH THE SUBSCRIPTION SERVICES.
Limitation of Liability.
1. IN NO EVENT SHALL ASG HAVE ANY LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, LOST DATA, INTERRUPTION OF BUSINESS, LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT ANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. IN NO EVENT SHALL ASG’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY YOU FOR THE SUBSCRIPTION SERVICES IN THE TWELVE (12) MONTHS BEFORE THE CLAIM AROSE.
Indemnification.
1. To the fullest extent permitted by law, you are responsible for your use of the Subscription Services under this Agreement. You shall indemnify, defend (at ASG’s option), and hold ASG, its affiliates, and its and their respective officers, directors, employees and contractors harmless from and against any and all third-party claims, losses, liabilities, damages, costs and expenses, including reasonable attorney’s fees, arising out of, relating to, or caused by: (a) your unauthorized use of, or misuse of, the Subscription Service; (b) your violation of any portion of this Agreement, any representation, warranty, or agreement referenced in this Agreement, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third-party.
2. ASG shall notify you in writing upon becoming aware of any third-party claim under Section a. Upon ASG’s written request, you shall promptly assume control of the defense and investigation of such third-party claim, with counsel reasonably acceptable to ASG, and the ASG shall reasonably cooperate with you in connection therewith, in each case, at your sole cost and expense. ASG may participate in the defense of such third-party claim, with counsel of its own choosing and at its own cost and expense. You shall not settle any such third-party claim without ASG’s prior written consent (which consent shall not be unreasonably withheld or delayed). ASG reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
Changes to ASG IP. ASG may modify the Subscription Services and/or any other ASG IP, from time-to-time, in its sole discretion, in which case, if you do not agree to such modifications, your sole and exclusive remedy is to terminate this Agreement.
If you provide any feedback, ideas, or suggestions regarding ASG, the Subscription Services, or any other ASG IP (“Feedback”), such Feedback will be the exclusive property of ASG, and ASG may use it for any purpose. To the extent you own any rights in such Feedback, you shall assign and hereby do assign to ASG all right, title and interest in and to the Feedback including all associated intellectual property rights, and you acknowledge and agree that ASG is under no obligation to compensate or credit you for such assignment. You agree to perform all acts reasonably requested by ASG to perfect and enforce such rights.
General.
1. Relationship of the Parties. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between you or ASG. Neither party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement, or undertaking with any customer or other third-party.
2. Equitable Relief. You acknowledge that a breach by you of this Agreement will cause ASG irreparable damages, for which an award of damages would not be adequate compensation, and that, in the event of such breach or threatened breach, ASG will be entitled to equitable relief without having to post bond or prove monetary damages, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which ASG may be entitled at law or in equity. Such remedies are not exclusive but are in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.
3. Consent to Electronic Communication. By creating an Account, you consent to receiving certain electronic communications from ASG. Please read the Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. ASG may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
4. Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
5. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect the enforceability of any other term or provision of this Agreement, or invalidate or render unenforceable such term or provision in any other jurisdiction.
6. In this Agreement:
  1. the headings are for convenience only and do not affect its interpretation;
  2. words importing any gender include every gender, references to the singular include the plural and vice versa;

references to any statute or any section of any statute include any statutory amendment, modification or re-enactment and instruments and regulations under it in force from time to time;

the words and phrases “other”, “including” and “in particular” do not limit the meaning of any preceding words and words which follow them shall not be interpreted as being limited in scope to the same class as the preceding words where a wider interpretation is possible.

Assignment. You shall not assign any of your rights or delegate any of your obligations under this Agreement without the prior written consent of ASG. Any purported assignment or delegation in violation of this Section is null and void. ASG may freely assign or otherwise transfer any of its rights or delegate any of its obligations under this Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
Choice of Law; Venue. This Agreement and all matters arising out of this Agreement are governed by the laws of Colorado, without giving effect to any conflict of laws provisions thereof. Either party shall institute any legal suit, action, or proceeding arising out of this Agreement in the federal or state courts in each case located in Denver, CO, and each party irrevocably submits to the exclusive jurisdiction of such courts in any legal suit, action, or proceeding.
Waiver of Jury Trial. Each party acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement, or the transactions contemplated hereby.
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or will confer upon any third-party any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.
Amendment and Modification. No modification or amendment to this Agreement is effective unless it is in writing and signed by an authorized representative of each party.
Waiver. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof, or the exercise of any other right, remedy, power, or privilege.
Publicity. ASG may list you on ASG’s website to indicate your relationship with ASG as a current customer and refer to your status as a current customer to prospective customers of ASG.

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