ALTCS Roadmap: The Stronghold Way
This Digital Course Agreement and Waiver (the “Agreement”) is made by and among Medicaid Roadmap, LLC, an Arizona limited liability company (“Company”), and (“Participant”), as of the latest date set forth below. Company and Participant may collectively be referred to as the “Parties” or “Party”.
Recitals
WHEREAS, Company has developed and hosts an online digital course for professionals relating to and educating on the Arizona Long Term Care System (“ALTCS”) application process in addition to group mentoring and support (collectively, the “Digital Course”); and
WHEREAS, Company offers additional services and ongoing group mentorship relating to the Digital Course of which Participant may opt into;
WHEREAS, this Agreement shall govern the use of all pages and screens in and on the Digital Course and any additional services provided by or on the Digital Course and/or Company;
NOW THEREFORE, in consideration of the foregoing recitals, the mutual promises and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the Parties agree as follows:
Agreement
1. Recitals. The recitals and facts set forth above are incorporated into this Agreement as part of the terms hereof.
2. Payment for Digital Course. Participant agrees to pay Company $1,497 for the use of and participation in the Digital Course (“Digital Course Payment”). The Digital Course Payment is due and payable to Company by Participant prior to any use of and participation in the Digital Course. If the Digital Course Payment is not received prior to the Commencement Date, as defined herein below, Participant shall automatically be withdrawn from the Digital Course with no access to the Digital Course or Materials. Payment of the Digital Course Payment is non
refundable.
3. Initial Term. Participant’s use of and access to the Digital Course shall commence on February 3, 2025 (“Commencement Date”) and shall terminate sixty (60) days from the Commencement Date (“Initial Term”).
4. License to Use & Access Digital Course Materials. Company will provide Participant with certain information as a result of Participant’s participation in the Digital Course.
Such information may include, without limitation, documentation, data, or confidential information developed or ascertained by Company and other materials which may assist with Participant’s use of and participation in the Digital Course (collectively, the “Materials”). Subject to the terms and conditions herein, Company grants Participant a non-exclusive, limited, non
transferrable and revocable license to use and access the Materials solely in connection with the participation in the Digital Course (the “License”). The Materials may not be used for any other purpose, and this license to use and access Materials shall remain in perpetuity. For the avoidance of doubt, the License does not extend to the Digital Course and only applies to the Materials.
5. Digital Course Terms. The Digital Course and any of its accompanying Materials may not be shared with or disseminated to any other person or party. If Company has knowledge of or suspects that the Digital Course or Materials are being shared or disseminated without authorization, including but not limited to the sharing of any login or access information, or if Participant uses the Digital Course and/or Materials to perpetrate fraud or other illegal activity, Company reserves the right to immediately terminate Participant’s access and use of the Digital Course and Materials in the Company’s sole and exclusive discretion without any refund of the Digital Course Payment. Company does not offer any promises or guarantees relating to the Digital Course or Materials. As such, Participant hereby acknowledges and agrees:
(a) The information provided in the Digital Course and Materials is for educational purposes and is not legal, medical or financial advice. Participant shall not use or construe or perceive any information in the Digital Course and/or Materials as legal, medical or financial advice;
(b) The information provided in the Digital Course and Materials relates and pertains only to the ALTCS Elderly and Physical Disability Program and does not include information on or assistance with the ALTCS Division of Developmental Disabilities Program;
(c) Participant is solely and exclusively responsible for any result, omission, act, loss, injury, claim, judgment, cost or expense that arises from or relates to Participant’s participation in the Digital Course and access to Materials, including, without limitation, Participant’s use or dissemination of information provided in or on the Digital Course or Materials;
(d) All information provided by Participant to Company is true and accurate and Participant affirms the use of this Digital Course and/or Materials is not to perpetrate fraud or other unlawful activity;
(e) Participant shall not use the Digital Course, its Materials or any other services provided by Company (i) to unlawfully gather information about other participants, clients or prospective clients, or (ii) in any way that could damage the reputation or business operations of Company, its agents, successors, principals, stockholders, affiliates or subsidiaries; and
(f) This Digital Course does not create or constitute a legal, financial, medical or fiduciary relationship between the Parties. No agency shall be created between the Parties and no Party has any authority to bind the other to third parties.
6. Additional Services. Company offers additional services and programs (“Additional Services”), which include an upgraded version of the Digital Course available to Participant for an additional fee in which Participant may opt into:
(a) Monthly Subscription. As a continuing service provided by Company for an additional cost to Participant, Participant may opt into a recurring monthly subscription which begins upon the expiration of the Initial Term for ongoing mentorship and support relative to the subjects discussed in the Digital Course (the “Monthly Subscription Program”). Participant may enroll in the Monthly Subscription Program by executing the Monthly Subscription Agreement.
(b) Platinum Program. As an available upgrade to the Digital Course, Client may opt into Company’s upgraded program for an additional cost which includes the below two services (the “Platinum Program”). The additional cost for access to and enrollment in the Platinum Program during the Initial Term is $1,000. Client’s access to and enrollment in the Platinum Program shall terminate upon termination or expiration of this Agreement unless Participant executes the Monthly Subscription Agreement and elects to continue the Platinum Program as an upgrade to the Monthly Subscription Program. The programs and services in the Platinum Program include:
(i) Access to Medical Eligibility Contacts. Company shall provide a contact to Participant for individuals who perform medical eligibility pre-screenings to determine the likelihood of a prospective client of Participant’s meeting the medical eligibility requirements for ALTCS. These pre-screenings are performed by medical personnel who evaluate a prospective client for potential eligibility under ALTCS qualification criteria. This service is not an application for ALTCS and only determines whether an individual is potentially eligible to apply for ALTCS. Participant acknowledges and understands enrollment in this program only allows Participant access to these individuals and does not include any assistance in the ALTCS application process. The cost to clients utilizing the pre-screening is One Hundred Five Dollars ($105.00).
(ii) Referral Fee Program. Participant shall have access to and be a part of Company’s referral fee program (“Referral Program”) and shall receive Ten Percent (10%) of all fees paid to Company or its affiliates by a client referred to Stronghold Financial by Participant provided that (i) Stronghold Financial is hired to implement an asset protection program, (ii) the client applies to ALTCS, and (iii) ALTCS approves the client’s application (collectively, a “Referred Client”). Monies paid to Participant under the Referral Program are limited to proceeds received by the Referred Client for the initial application only and Participant shall not be entitled to proceeds from any other service in which the Referred Client engages Stronghold Financial. Proceeds owed to Participant under the Referral
Program shall be paid within thirty (30) days upon ALTCS approving the Referred Client’s application and all outstanding amounts due and payable from the Referred Client are paid and satisfied. In order for Participant to utilize the Referral Program, Participant acknowledges, affirms and represents that Participant (i) is able to digitally receive funds paid under the Referral Program, which includes Venmo, PayPal, Apple Pay and Zelle, and (ii) has provided or will provide Company with Participant’s social security number, tax identification number or other sufficient documentation to allow Company to file the necessary tax documentation relative to the Referral Program. If enrolling in the Platinum Program, Participant must satisfy the requirement in (ii) no later than ten (10) business days after executing this Addendum. Participant’s failure to satisfy the requirement in (ii) may lead to Company unenrolling Participant in the Platinum Program in Company’s sole and absolute discretion with no refund of any monies previously paid for the Platinum Program.
(iii) ALTCS approves the client’s application (collectively, a “Referred Client”). Monies paid to Participant under the Referral Program are limited to proceeds received by the Referred Client for the initial application only and Participant shall not be entitled to proceeds from any other service in which the Referred Client engages Stronghold Financial. Proceeds owed to Participant under the Referral Program shall be paid within thirty (30) days upon ALTCS approving the Referred Client’s application and all outstanding amounts due and payable from the Referred Client are paid and satisfied. In order for Participant to utilize the Referral Program, Participant acknowledges, affirms and represents that Participant (i) is able to digitally receive funds paid under the Referral Program, which includes Venmo, PayPal, Apple Pay and Zelle, and (ii) has provided or will provide Company with Participant’s social security number, tax identification number or other sufficient documentation to allow Company to file the necessary tax documentation relative to the Referral Program. If enrolling in the Platinum Program, Participant must satisfy the requirement in (ii) no later than ten (10) business days after executing this Addendum. Participant’s failure to satisfy the requirement in (ii) may lead to Company unenrolling Participant in the Platinum Program in Company’s sole and absolute discretion with no refund of any monies previously paid for the Platinum Program.
7. Intellectual Property. Participant acknowledges and agrees that the Digital Course, its Materials, websites affiliated with the Digital Course and Materials, confidential information, and all other services, including without limitation Additional Services, provided by Company are the property of Company, including all copyrights, trademarks, trade secrets, patents, and other intellectual property (“Company IP”). Participant acknowledges and agrees that Company owns all right, title and interest in and to the Company IP and Participant will not use the Company IP for any unlawful or infringing purpose. Notwithstanding anything to the contrary, nothing contained herein shall be construed as granting to Participant or any third party, either expressly or by implication, any ownership rights in any Company IP or licenses to use Company IP except as expressly provided herein. Further, Participant agrees not to reproduce, copy or distribute the Company IP in any way, including without limitation electronic reproduction or through registration of any new trademarks, trade names, service marks or Uniform Resource Locators (“URLs”), without the express written permission from Company.
8. Limitation of Liability. The Digital Course, its Materials and any Additional Services are provided for educational and informational purposes. Participant acknowledges and agrees that any information shared in the Digital Course, its Materials or Additional Services shall not be construed as legal, medical or financial advice and no provision herein shall be construed or represented as creating an agency, fiduciary, partnership, joint venture or similar relationship between the Parties. In no event shall Company incur or assume any liability, whether in contract or tort, arising from or relating to (i) Participant’s use of and involvement or participation in the Digital Course or Additional Services, (ii) any advice or other information provided to Participant in the Digital Course, its Materials or Additional Services, or (iii) damages incurred by Participant arising out of or relating to this Agreement, to the fullest extent permitted by law. In no event shall Company’s aggregate, cumulative liability arising out of or relating to this Agreement exceed the Digital Course Payment. IN NO EVENT SHALL COMPANY BE LIABLE TO PARTICIPANT FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL DAMAGES, WHETHER IN CONTRACT OR TORT, EVEN IF PARTICIPANT IS AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Severability. If any provision of this Agreement is declared illegal or unenforceable by any court of competent jurisdiction and it cannot be modified to be enforceable, that provision will become void, leaving the remainder of this Agreement in full force and effect.
10. Choice of Law, Forum, and Consent to Jurisdiction. This Agreement shall be subject to and governed by the laws of the State of Arizona. Any action initiated by either Party arising from or relating to this Agreement shall be brought in Maricopa County, Arizona, only, and the Parties hereby consent to the personal jurisdiction of said Court.
11. No Waiver. In the event company fails to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Company’s waiver of any party or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.
12. Assignment. This Agreement, along with the rights and benefits granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or in part by Participant. Should this Agreement any Addenda, or the rights and benefits granted hereunder, be assigned, sold, leased or otherwise transferred by Company, the rights and liabilities hereunder shall bind and inure to any assignees, administrators, successors, and executors. Any assignment, sale, lease, or transfer of this Agreement by Company shall not excuse or encumber Participant’s rights or obligations hereunder unless this Agreement is terminated in strict accordance with the provisions herein.
13. Force Majeure. In the event of a Force Majeure Event, Company shall be excused from performance under this Agreement and shall not be liable for any failure to perform any obligations hereunder. For the purpose of this Agreement, a “Force Majeure Event” is defined as any circumstance not within the reasonable control of the Company, and includes, without limitation, fire, earthquakes, lightning, floods, droughts, famine, acts of terrorism, strikes, lockouts, work stoppage, war, civil unrest, invasion, plague, pandemic, or other extreme weather or environmental conditions, including other natural calamities and acts of God.
14. Execution in Counterparts. This Agreement may be signed in counterparts by the Parties hereto with the same force and effect as if Each Party signed the same original agreement. Facsimile copies, email copies, and photocopies of the Parties’ signatures to this Agreement shall be valid and enforceable to the same extent as original signatures, and the Parties hereby waive any requirement that original signatures be produced as a condition of proving the validity of or otherwise enforcing this Agreement.
15. Entire Agreement. This Agreement contains the entire agreement of the Parties and may be changed, modified, or altered only by an agreement in writing, signed by the Parties.
No other representations, inducements, covenants, undertakings, or other prior or contemporaneous agreements, oral or written, respecting any matters which are not specifically incorporated herein shall be deemed in any way to exist or to bind any of the Parties.