Terms of Use: Smart Vending Club
By checking the box next to this Terms of Use, and clicking the “Purchase” button, you, the purchaser of the Smart Vending Club “Vending Entrepreneurs Club” outlined below (hereinafter “Client”) agree and willingly purchase entry into this program to be provided with services rendered by Kitchen No More, Inc. dba Smart Vending Club (hereinafter “Coach”), and you agree you are voluntarily entering into a legally binding Agreement with Coach, inclusive of the following terms and conditions mutually agreed upon: 
For good and valuable consideration as outlined herein, Client is electing to purchase access to the Smart Vending Club “Vending Entrepreneurs Club” (hereinafter “Program”). In exchange, Coach agrees to provide the services outlined in the Program Details below, and Program Outline attached hereto. Client understands and agrees that Coach will utilize suitable methodologies in accordance with Client’s needs, and in accordance with his/her training.

• Program Outline:

• Client understands and agrees he/she is voluntarily and willingly purchasing access to an online educational program designed to provide training, information, and general guidance related to starting and operating a vending machine business. The Program includes digital educational materials, training modules, group instruction, and/or private coaching sessions as described in the Program Outline Addendum attached hereto. 
• Client understands and agrees that the Program is strictly educational and informational in nature. The Program does not constitute legal, financial, investment, tax, or business brokerage advice. No franchise, securities offering, or investment opportunity is being offered. Coach does not guarantee any specific business, financial, or operational results.
• Upon successful payment, (whether in full or the first installment), Client will be granted access to Program materials as outlined in the Program Outline Addendum. Coach may update, modify, or improve Program content at any time, provided the core educational purpose of the Program is maintained.

 

• Non- Disclosure 
• As part of Program, Client will gain access to various trade secrets and personal intellectual property of Coach, including but not limited to materials such as verbal advice, mindset guidance, written templates, proprietary modules, technical information, business advice, and/or other information that may have become available for use through Client’s participation in Program. Client agrees not to share, copy, or distribute any documents or other proprietary information obtained through Program, and agrees that he or she will be in violation of these Terms of Use if he or she uses any of the Content outlined as his/her own material, or repurposes and uses the Content in his/her own business as a product or service being offered for sale, without express written permission of Coach. Client also understands and agrees he/she will not disclose or use any information provided to Client as part of his/her membership and/or ability to participate in Program, other than for personal use in his/her own business without permission from Coach. 

• Testimonials 
• Client understands and agrees that any text, review, or information about Coach or Program shared on a public platform or site may be used by Coach, without compensation, as a testimonial about Coach and/or Program, which may be used on Coach’s social media, email marketing, or any other appropriate platform to advertise about Program. Client hereby grants Coach a perpetual license to use Coach’s name and likeness, as well as the text of the review, post, or other information shared about Coach or Program. 
• Client also understands and agrees that any testimonials currently featured on Coach’s website are for informational purposes only and are not representative of all results, typical results, nor to they represent any kind of guarantee of results. 

• Payment and Payment Plan
• Client understands the cost of the Program depends on the level of support Client wishes to receive. Client will select and elect to purchase one of the three (3) levels of the Program outlined in greater detail in the Program Addendum below. If Client elects to purchase Program in full, such payment must be made following review and agreement to these terms, and prior to gaining access to any Program materials. Client agrees to render payment via credit card on Coach’s sales and checkout page for Program. Client understands he/she is responsible for the full payment and agrees to pay the sum requested electronically, via Coach’s website or a designated third-party payment processor of Coach’s choosing, in full. 
• Financing Option: Client may elect to purchase Program utilizing a financing option and paying in equal monthly installments for the duration of the Program. Client understands that he/she must complete all monthly payments regardless of his/her participation level, or whether he/she changes his/her mind about the Program - such financing option is not a “pay as you go” style payment plan wherein Client may elect to terminate and stop payments at any time. By selecting the monthly payment option, Client understands and agrees he/she is financing the full cost of the Program, and will complete all monthly payments a timely manner.  
• Should Client fail to make timely payments, or if additional payments are not able to be processed, Client understands: (1) the reminder of the Program may be forfeited if payment is not made within seven (7) days of the date it is due, and (2) Company reserves the right to seek a $500 late fee for each month the payment(s) are not made. 
• Coach reserves the right to cancel or cease working with Client should he/she fail to make additional payments in accordance with the payment plan as agreed upon at the beginning of the Program. Should this occur, Client understands he/she is not entitled to a refund of funds already issues to Coach in exchange for work completed thus far, and it is up to the sole discretion of Coach whether Client is to have continued access to any materials made available to Client during the Program up until payments were missed.
• Digital Delivery, Payment Authorization
• Client acknowledges that upon purchase, Client is granted immediate access to digital Program materials, which may include training modules, downloadable content, videos, documents, and/or community access, regardless of Client’s level of engagement or use. Additional calls or deliverables may be available as described in the Program Outline Addendum and/or communicated by Coach following enrollment.
• Client expressly agrees that receipt of access to Program materials constitutes full delivery and performance by Coach of the digital components of the Program to the extent applicable at the time of access.
• Client authorizes Coach and its payment processor to charge all amounts due, including any installment payments selected at checkout, and acknowledges that this authorization remains in effect until all amounts owed under this Agreement are paid in full. Client further acknowledges that dissatisfaction with results, lack of participation, or change of mind does not negate payment obligations or constitute grounds for reversal of authorized transactions. Client agrees to resolve any billing or access concerns directly with Coach in good faith, and will not utilize chargeback methods or dispute charges as a way to obtain a refund. 

• Refund Policy
• Due to the digital and educational nature of the Program and immediate access to materials, Client will not be eligible for refunds on any Program elements delivered immediately, or that have been delivered or provided at the time Client requests a refund. Any pro-rata refund that may be provided following Client’s request to terminate is completely and wholly at Coach’s discretion, and is not required. 

• Term; Termination 
• These Terms shall be in full force and effect for as long as Program is offered, and/or as long as Client continues to use and have access to Program, whichever is longer. Once the Program ends, this Agreement will automatically terminate, and all provisions intended to survive termination shall remain in full force and effect. 
• Coach may suspend or terminate Client access immediately in the event of breach of this Agreement, non-payment, misuse of intellectual property, or conduct deemed harmful to the Program or other participants.
• Either party may terminate this Agreement at any time, with or without cause.
• If terminated by Coach without cause: Coach may provide Client with a pro-rata refund for any services not rendered or used as of the termination date; 
• If terminated by Client: Client may elect to end his/her participation within Program early; however, such early termination will not impact Client’s financial obligations and Client confirms he/she will still complete any outstanding or in progress payment plan.

• Voluntary Participation
• Client understands and agrees that participation in the Program is voluntary and that Client is solely responsible for all results and outcomes. Coach does not guarantee any specific level of business success, income, or financial outcome. Client acknowledges that numerous external factors impact business success, including execution, market conditions, location selection, and operational decisions, all of which are outside Coach’s control. Client agrees that they are fully responsible for their own financial, business, legal, and operational decisions and outcomes

• Disclaimer
• Client acknowledges and agrees that participation in the Program and any related business activity involves inherent risk, including the risk of financial loss. Coach does not make any guarantees or assurances regarding a particular financial outcome based on use of Program, nor is Coach responsible for Client earnings, or any increase or decrease in finances based upon information within Program. Any information or testimonials regarding past or current clients’ participation in programs, or working with Coach contained on Website or in sales material that contain financial information are individual, and results may vary. 
• Client is solely responsible for all business and financial decisions, including purchasing vending machines or equipment, selecting or negotiating locations, entering contracts with third parties, forming or operating a business entity, investing capital or incurring debt, and ensuring compliance with applicable laws and regulations.
• Coach does not provide individualized legal, tax, financial, or investment advice, and no fiduciary relationship is created between Coach and Client. Client agrees that any reliance on Program content is at Client’s sole risk and discretion, and Client is encouraged to seek independent professional advice before making any business or financial decisions.
• Client understands that all services provided by Coach in connection with the Program being purchased are provided on an “as is” basis, meaning it is without any guarantees, representations, or warranties, including but not limited to warranties relating to quality, non-infringement, fitness for a particular purpose, merchantability, or expectation or course of performance. Client is choosing to purchase this Program and work with Coach on a purely voluntary basis and does not hold Coach or Program responsible should Client become dissatisfied with any portion of the Program.
• No Business Opportunity or Investment Contract 
• Client expressly acknowledges and agrees that the Program is strictly an educational and informational training program and does not constitute a franchise, business opportunity, investment contract, securities offering, or regulated financial product.Nothing in the Program or this Agreement is intended to create, and shall not be construed as creating, any partnership, joint venture, employment relationship, agency relationship, or fiduciary relationship between Coach and Client.
• Coach is not offering or selling any ownership interest in a business, guaranteed income arrangement, profit-sharing arrangement, or managed investment opportunity. Client is solely responsible for independently developing, operating, and managing any business activities undertaken after participation in the Program.
• Client further acknowledges that any business concepts, strategies, or operational methods provided are general educational frameworks only and do not constitute an offer to sell or a solicitation to invest in any business venture.
• Client Responsibility for Business Compliance, Vendor Relationships, Location Agreements 
• Client acknowledges and agrees that any vending machine business activities undertaken as a result of participation in the Program are solely Client’s independent business ventures. Client is solely responsible for identifying, evaluating, and securing all vending machine locations, placement agreements, leases, licenses, permits, and approvals required for operation of their business, unless otherwise agreed upon in writing between parties. Coach does not guarantee that Client will obtain any specific location, contract, or placement opportunity.
• Client further understands that all relationships with property owners, location hosts, suppliers, manufacturers, maintenance providers, payment processors, and any other third-party vendors are solely between Client and such third parties. Coach does not control, endorse, or assume responsibility for any third-party services, agreements, representations, pricing, performance, or outcomes. Client is solely responsible for compliance with all applicable federal, state, and local laws, regulations, zoning requirements, health and safety requirements, licensing obligations, tax obligations, insurance requirements, and any other legal or regulatory obligations associated with operating a vending machine business. Coach may provide general educational information regarding business operations and industry practices; however, such information is not a substitute for professional advice or independent due diligence. Coach cannot guarantee vending machine placement opportunities, supplier pricing, or territory exclusivity.
• Client acknowledges that success in securing profitable locations and vendor relationships depends on numerous external factors outside Coach’s control, including but not limited to market conditions, negotiation outcomes, property owner discretion, and competition, and Coach makes no guarantees regarding such outcomes. Client agrees that to the fullest extent of applicable law, Coach shall not be liable for any losses, disputes, or damages arising out of or related to any third-party relationships, location agreements, or business arrangements entered into by Client before, during, or after participation in the Program. 

• Intellectual Property 
• Client agrees and understands that Coach has created numerous original, creative works in connection with the Program, and agrees that Coach maintains all copyrights and other intellectual property rights in all original or derivative content associated with or included in the Program, whether created prior to working with Client or specifically for Client, including but not limited to: documents, charts, emails, graphs, products, systems, processes, handouts, worksheets, copy for website or sales pages, and any other original work created by Coach. Client agrees she may be granted a limited right to use selected materials in the course of his or her own business, but understands that the original proprietary rights remain with Coach. Nothing in this Agreement shall constitute a transfer of ownership of any Intellectual Property from Coach to Client, nor grant any license to use the information, other than that which is expressly provided throughout the course of the Program. 
• Client agrees and understands he/she is not to copy, repost, alter, publish, sell, assist others in selling, manipulate, distribute, or in any way exploit any of the content or intellectual property provided by Coach or obtained through working with Coach, without Coach’s express written consent. If such behavior is discovered or suspected, Coach reserves the right to immediately end Client’s participation in the Program without refund, as well as access to any program or materials Client may have purchased, without refund, and reserve the right to prosecute any actionable infringement or misuse to the full extent of the law.  

• Indemnification 
• Client agrees to defend, indemnify, and hold harmless Coach and its affiliates from any claims, liabilities, damages, losses, or expenses, including attorney’s fees, arising out of Client’s participation in the Program, Client’s business activities or decisions, Client’s violation of this Agreement, or any third-party claims related to Client’s actions.
• Limitation of Liability 
• To the maximum extent permitted by law, Coach shall not be liable for any damages arising out of or related to Client’s participation in the Program or reliance on its content, including loss of profits, revenue, business opportunities, or any indirect, incidental, consequential, or punitive damages. Coach’s total aggregate liability under this Agreement shall not exceed the total amount actually paid by Client for the Program.

• Dispute Resolution 
• Should a dispute arise between Coach and Client, the parties agree to attempt to resolve by good-faith negotiations and discussions. (Client agrees that failure to see results is not a basis for a “dispute” and agrees he or she does not hold Coach responsible for any specific results, or those results which have been achieved by other clients of Coach.) 
• If unable to reach a resolution informally, Client and Coach agree that all disputes will be submitted for Arbitration by the American Arbitration Association, to be completed in Delaware within a reasonable amount of time. Client and Coach agree to participate in the arbitration process in good faith and in a manner that will effectively and efficiently resolve the dispute at hand, including the exchange of any materials, documents, or information. The decision made by the arbitrator is to be final and binding on both parties and is not to be appealed or otherwise set aside. It is to be enforceable in any court of proper jurisdiction as a judgement of law or decree. 

• Applicable Law
• This Agreement shall be governed by and under control of the laws of Delaware regardless of conflict of law principles, and regardless of location of Client. Client understands this and agrees that the laws of Delaware are to be applicable here. 

• Amendments
• This agreement may be altered, amended, changed, extended, or otherwise updated based upon the changes in relevant laws, the course or program being purchased, or due to Coach’s choosing. Your continued use of the product or service will constitute agreement to this document in its most updated form. 

PROGRAM OUTLINE ADDENDUM
Client understands, acknowledges, and agrees he/she is purchasing the Smart Vending Club “Vending Entrepreneurs Club” with personal mentorship from Coach. Once the Program is purchased and this Agreement has been reviewed and agreed upon, Client is to have full access to the digital portions of the Program, based upon one of the following three (3) tiers purchased:

• Bonus module on financing 
• Ready-made solutions for each module
• Live communications in a “mini-group”
• General chat with students and course curators
• WEEKLY live masterclasses with Coach; 
• Access to private vending club with lifetime support
• Expert support for B2B deals and negotiations with landlords
• Work with curators in the general chat 

• 1:1 sessions with Coach
• Kick-off session “how to reach $0-$5,000 in 2 months”
• Review of all homework assignments personally 
• Feedback in private chat for three (3) months, lifetime club access; 
• Ready database of potential locations 
• Expert support for B2B deals and negotiations with landlords 
• Option to join with a partner
• Personal audit of location sourcing system with Coach 

• Fully personalized work with Coach for six (6) months
• Priority access to Coach’s “ready” locations; 
• Business breakfast with Coch
• Ability to develop Client’s own vending brand
• Exclusivity - city is assigned to only one participant. 

• Modules: Although designed to complete in order, weekly, Client may go at his or her own pace, and work through the modules as he or she sees fit. These Modules are intended to release proprietary information created by Coach for personal benefit of Client. Client agrees and understands that he/she is not to share, copy, distribute, or otherwise use (other than that which is expressly allowed) the information provided to her as a result of her participation in PROGRAM.
• Private Calls: Client understands he/she may be entitled to private, semi-private, or group calls based upon Program entry level purchased. Client acknowledges that any personal calls need to be scheduled directly with Coach’s team; any semi-private or group calls will be scheduled by Coach at a time mutually agreed upon by most, when most participants are available. If Client is not available, a replay of the recorded call will be available, as applicable.
• Community Group Access: Client may also be granted access to a private group on social media organized by Coach as part of the course. If granted access, Client agrees to use common sense when posting or responding to others’ in the group, and agrees to refrain from posting any negative or unnecessary comments. Coach reserves the right to remove Client upon any inappropriate, disrespectful, rude, or otherwise unacceptable behavior within the group environment. 

Client has carefully read this Program Outline and acknowledges that he/she is aware of what is, and what is not included within this Program. Client is aware that this Program Outline includes EVERYTHING included within the Program. If Client expected additional information, products, services, or other information to be provided in this Program but does not see it here, Client understands it may not be included. Coach is under no obligation to provide anything other than what is listed above, with the exception of updated or ever-changing Bonuses offered for limited periods of time. No edits or amendments may be made to this Program Outline Addendum without express written consent of both parties. 
By completing the online purchase and being charged the amount listed above, Client confirms he or she has reviewed this Program Outline, completed any and all appropriate additional research, and asked any and all necessary questions of Coach and his/her team in order to feel appropriately educated of the Program and product/service being offered. Client understands he or she will not be entitled to a refund once completing this purchase for any reason, other than as discussed above.