Gator Lending - Lifetime Access (the “Program”) subscribed to by Student and provided by Blue Acorn Consulting LLC, an Arizona limited liability company (“Blue Acorn”) is subject to the Terms of Service below (the “Agreement”) and effective as of the date of Student’s subscription (the Effective Date”). The Agreement governs the Student’s access and use of this website (the “Site”), the Student’s participation in the Program, and the Student’s access to and use of the Services (defined below). The Program and Services (defined below) are only offered to Students who pay the Program Fee, who are of legal age, and are legally able to contract in the jurisdiction in which they reside. By participating in the Program and accessing and using the Services (defined below), the Student represents that he or she is of legal age to contract and is able to legally contract in the jurisdiction in which the Student is located.   

TERMS OF SERVICE

1. Program Fee. The Program Fee to be paid by Student for the Program will provide Student with access to the following services, training and resources (collectively the “Services”):   

 A. Eight (8) Foundational Trainings provided by recorded video including additional supportive resources, which trainings are organized as follows:

  i. PREQ1. Give Money, Raise Money, Make Money;

  ii. PREQ2. Private Money Deep Dive;

  iii. Training 1.0. What is Gator Lending?;

  iv. Training 2.0. Gator Strategies & Mutual Release States;

  v. Training 3.0. Intro to Lending EMD;

  vi. Training 4.0. Lending EMD - Check Your Risk;

  vii. Training 5.0. Gator Paperwork; and 

  viii. Training 6.0. Corporate Structure;    

 B. Access to all future live Gator Lending Trainings with Pace Morby, which includes EMD lending and other lending strategies;    

 C. Lifetime access to recorded videos of the Program and all updates to the Program on Kajabi.com;   

 D. Sample contracts and paperwork for lending earnest money deposits;     

 E. Access to Blue Acorn’s Gator Lending Community through Discord;    

 F. Access to Blue Acorn’s private Gator Lending Facebook Group; 

 G. Up to eight (8) one on one business/corporate credit lines coaching calls with Prime Corporate Services (“PCS”); and 

 H. Formation of one (1) limited liability company through PCS at its hard costs plus any third-party costs in the event Student does not already have an LLC formed that can be utilized to build credit.       

2. Payment of Program Fee Prior to Receipt of Services. The Services will not be provided until Blue Acorn has received the Program Fee and Blue Acorn will provide the Services as long as the Student complies with the terms and conditions of this Agreement. In addition to a termination of this Agreement pursuant to Paragraph 5 below, Blue Acorn shall cease providing any Services to Student, terminate Student’s access to Kajabi.com, terminate Student’s access to Discord, and remove Student from Blue Acorn’s Private Gator Lending Facebook Group upon receiving a notice from Student’s credit card provider that Student is attempting to challenge or cancel the credit card charge for the Program Fee.  

   

3. PCS Terms and Conditions. Student is entitled to receive up to eight (8) one on one business/corporate credit lines coaching sessions with PCS and the formation of one (1) limited liability company at PCS’ hard costs plus any third-party costs in the event Student does not already have an LLC formed that can be utilized to build credit. These benefits are provided through PCS, which is a third-party company. To access and as a condition to receiving this benefit, Student will be required to employ PCS directly by agreeing to the terms and conditions for the use of its services. Student shall not be entitled to a refund of a portion of or any discount on the Program Fee if Student already has an LLC formed that it can use to build corporate credit and/or has separately subscribed to and paid for a corporate credit program through PCS or another company’s corporate credit program.   

  

4. Intellectual Property Owned by Blue Acorn. Blue Acorn, its affiliates, and/or principals own all right, title and interest in the Site, the Program, and Services, including but not limited to (i) the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code and data, and (ii) al content on the Site, including, without limitation, all articles, documents, brochures, presentations, pictures, images, audiovisual works, other financial materials and any user comments (collectively the “Blue Acorn Materials”). The Blue Acorn Materials are protected by copyright, trademark, patent, trade secret, and other intellectual property laws and proprietary rights. Student agrees to comply with all applicable laws by not copying or using proprietary content, including Blue Acorn Materials, except as allowed by this Agreement or written consent of Blue Acorn. Student’s access to or use of the Site, the Program and the Services does not grant or transfer to Student an ownership interest or any rights in the Blue Acorn Materials other than those expressly granted by this Agreement. Blue Acorn hereby grants the Student with a revocable, non-exclusive and non-transferable license to use the terms “Gator Lender” or “Gator Lending” and the corresponding logo, but must state in clear and prominent language that the Student is independent of and not affiliated with Blue Acorn and Pace Morby (the “Gator Lending License”). Blue Acorn may revoke the Gator Lending License at anytime in its sole and absolute discretion. Upon revocation of the Gator Lending License, Student shall no longer use the terms “Gator Lender”, “Gator Lending”, or any corresponding logo.    

5. Student Shall Protect Confidential Information. The term "Confidential Information" shall mean all information, any idea, any strategy, and any document in whatever form, tangible or intangible, whether disclosed to or learned by the Student, pertaining in any manner to the Services and the Program, whether in written, oral, encoded, graphic, magnetic, electronic or in any other tangible or intangible form, and whether or not labeled as confidential by Blue Acorn or otherwise provided by the Blue Acorn. "Confidential Information" includes, without limitation, the following: all trainings, sample forms, videos, training materials, homework assignments, training manuals, training materials, calls, recorded calls, Kijabi.com usernames and passwords, and all proprietary information and trade secrets as they may exist from time to time and all other information and data that is not generally known to third parties that have been or will be given to the Student by Blue Acorn, as well as written or verbal instructions or comments. Student agrees to use the Confidential Information only for the purposes of participating in the Program, discussions on Blue Acorn’s Gator Lending Community through Discord, discussions within Blue Acorn’s Private Gator Lending Facebook Group, and implementing the Program, its training and techniques into Student’s business. Except as otherwise provided in this Agreement, Student shall not disclose the Confidential Information to third parties without the prior express written consent of Blue Acorn. Student agrees to use reasonable means to safeguard the Confidential Information. The Student’s duty of confidentiality under this Agreement regarding the Confidential Information shall survive the termination of this Agreement.

6. Non-Solicitation. In consideration of Blue Acorn entering into this Agreement with Student and the trainings, information and access to other former and current students of the Program to be provided by Blue Acorn to Student under this Agreement, Student expressly covenants and agrees that during the term of this Agreement, for the period of time Student has access to Blue Acorn’s Gator Lending Community through Discord and Blue Acorn’s Private Gator Lending Facebook Group, and for a period of one (1) year after the termination of this Agreement, Student shall not, directly or indirectly contact or solicit any former or current Student of the Program for the purpose of providing or provide any real estate or business coaching or training for compensation to any former or current Student of the Program or, to the extent such matters are within Student's control or influence, permit or assist any other person or entity to contact or solicit for the purpose of providing or provide any real estate or business coaching or training for compensation to any former or current student of the Program.  

 

7. Covenant Not to Interfere. In consideration for Blue Acorn entering into this Agreement with Student and the trainings and information to be provided by Blue Acorn to Student under this Agreement, Student expressly covenants and agrees that during the term of this Agreement and for a period of one (1) year after any termination of this Agreement, Student shall not, directly or indirectly, solicit any employee of Blue Acorn to provide services to Student independent of and separate from the services and training to be provided to Student under this Agreement.  

8. Injunctive Relief. To prevent irreparable harm to the parties, strict compliance with this Agreement is imperative. Student and Blue Acorn acknowledge that the restrictions contained in this Agreement are reasonable and necessary to protect the legitimate interests of Blue Acorn and that any violation of such restrictions will result in irreparable injury to Blue Acorn. Therefore, in the event of a violation of this Agreement by Student, Blue Acorn may seek a temporary restraining order without notice and without posting a bond, preliminary and permanent injunctive relief without the posting of a bond, damages, and an accounting of all earnings, profits and other benefits arising from such violation, which remedies shall be cumulative and in addition to any other rights or remedies to which Blue Acorn may be entitled under this Agreement or by law. This section shall survive the termination of this Agreement.   

9. Electronic Communication. Student acknowledges that Blue Acorn communicates with its students, clients, partners, vendors, employees, and agents electronically. Student agrees and consents to receive electronically all invoices, communications, agreements, documents, notices, and any other document or correspondence (collectively "Communications") that Blue Acorn provides in connection with the Program.  

10. Recording of Communications. By signing this Agreement, the Student consents that all communications with Blue Acorn representatives, employees, coaches, consultants, and trainers, may be monitored or recorded by Blue Acorn. Blue Acorn may use the recordings for purposes of training, collection of debts and any business purpose Blue Acorn determines appropriate, in its sole and absolute discretion. These communications include written, spoken, video, telephonic, email, messaging, and SMS.

11. Media Release. In the event Student participates in any live events, Student acknowledges that the live events will be recorded and Student authorizes Blue Acorn to produce, take, and use images, logos, names, photographs, voice and video recordings, oral and written statements, and videos of Student for ongoing trainings, for storage and access on Kajabi.com or any other website or platform that Blue Acorn determines appropriate in its sole and absolute discretion, for sharing with or providing to other students or third-parties, for other training programs whether offered by Blue Acorn, an affiliate of Blue Acorn or a third-party as determined appropriate by Blue Acorn in its sole or absolute discretion, access for articles, promotional event(s), marketing references, websites, social media posts, any other media later developed, and in any manner Blue Acorn deems appropriate, in its sole and absolute discretion. Student grants to Blue Acorn the right to edit, copy, redact, reproduce, use, exhibit, publish, display, broadcast, distribute, and create derivative works of the images, logos, names, photographs, voice and video recordings, oral and written statements, and videos of Student in any media now known or later developed. Student hereby waives any right to inspect or approve the use of the images, logos, names, photographs, voice and video recordings, oral and written statements, and videos of Student. Student waives all right to royalties, compensation, and moral rights arising out of or related to the production, and use of the images, logos, names, photographs, voice and video recordings, oral and written statements, and videos of Student. Student releases Blue Acorn from any claims, damages or liability arising from or related to the use of the images, logos, names, photographs, voice and video recordings, oral and written statements, videos, and other materials described herein, including but not limited to claims of defamation, invasion of privacy, rights of publicity, copyright infringement, unfair competition, and any misuse, distortion, blurring, alteration, optical illusion or use in composite form that may occur or be produced in taking, processing, reduction or production of the finished product, its publication or distribution.  

12. Student Cooperation. Student understands that he/she is responsible for making him/herself available to attend coaching sessions, calls and meetings to be provided to Student under this Agreement. If Student is not available or fails to attend any coaching session, call, or meeting at the scheduled date and time, Blue Acorn is under no obligation to reschedule the missed coaching session, call or meeting and it will be within Blue Acorn’s sole and absolute discretion to decide whether to reschedule the missed coaching session, call or meeting. In the event Blue Acorn is not able to deliver any of the services under this Agreement in the time provided due to Student’s failure to make him/herself available or to cooperate with Blue Acorn or any third-party in scheduling the Service, Blue Acorn shall be excused from providing the Service or performing within the timeframes set forth by this Agreement.  

13. No Guarantees of Success or Profit. Student understands that building any business takes time and that the success of Student’s business is contingent upon Student’s active participation in the Program, the Student’s implementation of the Services provided by the Program into the Student’s business, market factors and forces, and other factors and forces outside the control of Student and Blue Acorn. Blue Acorn MAKE NO WARRANTIES, REPRESENTATIONS OR GUARANTEES THAT THE Student WILL EARN ANY INCOME OR PROFIT FROM ITS BUSINESS AND/OR REAL ESTATE INVESTING DURING OR AFTER ITS PARTICIPATION IN THE PROGRAM. IT IS UNDERSTOOD THAT THIS AGREEMENT IS LIMITED TO PROVIDING THE SERVICES AND RESOURCES SET FORTH IN THIS AGREEMENT. Blue Acorn MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES TO BE PROVIDED TO Student PURSUANT TO THIS AGREEMENT.  

14. Limitation of Liability. IN NO EVENT SHALL Blue Acorn BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOODWILL, OR TORTIOUS CONDUCT RELATING TO, CAUSED BY OR ARISING OUT OF Student’s PARTICIPATION IN THE PROGRAM. ANY DAMAGES THAT Blue Acorn IS REQUIRED TO PAY FOR AND ANY AND ALL CAUSES, WHETHER FOR NEGLIGENCE, BREACH OF CONTRACT, OR OTHERWISE, AND REGARDLESS OF THE FORM OF THE ACTION IN THE AGGREGATE UNDER THIS AGREEMENT SHALL BE LIMITED TO THE PROGRAM FEE PAID BY Student.

15. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, Blue Acorn MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE PROGRAM AND ITS INFORMATION, TRAININGS, COACHING AND SAMPLE FORMS.   

16. No Financial or Investment Advice. ANY DECISION BY STUDENT TO PROVIDE LENDING SHALL BE BASED UPON THE STUDENT’S OWN CONSIDERATION AND ANALYSIS OF ANY PARTICULAR TRANSACTION AND MADE AT THE STUDENT’S OWN RISK. THE STUDENT ACKNOWLEDGES AND AGREES THAT THE STUDENT IS SOLELY RESPONSIBLE FOR DETERMINING THE SUITABILITY OF ANY INVESTMENT, LENDING OR OTHER FINANCIAL STRATEGY AND ACCEPTS THE RISKS ASSOCIATED WITH SUCH DECISIONS, WHICH INCLUDES THE RISK OF LOSING ANY AMOUNTS INVESTED OR LOANED. BLUE ACORN, ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, COACHES, AGENTS, AFFILIATES, SUBSIDIARIES AND ASSIGNEES ARE NOT FINANCIAL ADVISORS AND NOTHING CONTAINED IN THE PROGRAM IS INTENDED TO BE OR SHOULD BE CONSTRUED AS FINANCIAL ADVICE. BLUE ACORN, ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, COACHES, AGENTS, AFFILIATES, SUBSIDIARIES AND ASSIGNEES ARE NOT INVESTMENT ADVISORS OR AN INVESTMENT ADVISORY SERVICE AND NOTHING CONTAINED IN THE PROGRAM IS INTENDED TO BE OR SHOULD BE CONSTRUED AS INVESTMENT ADVICE.  

17. Advice from CPA, Financial Advisor and Attorney. STUDENT UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT BLUE ACORN IS PROVIDING INFORMATION AND EDUCATION ONLY THROUGH THE PROGRAM. THE INFORMATION CONTAINED IN THE PROGRAM SHALL NOT BE DEEMED OR CONSTRUED AS LEGAL, TAX, OR FINANCIAL ADVICE. Student shall seek independent advice from Student’s attorney, accountant, and financial advisor regarding the Student’s specific situation and prior to implementing any of the Program’s information, ideas, strategies, concepts, trainings, and sample forms in Student’s business.   

18. Attorney Review of Sample Forms. Student understands, acknowledges and agrees that Blue Acorn is only providing sample forms and contracts for education and training purposes only. BLUE ACORN MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE VALIDITY, ENFORCEABILITY OR LEGAL COMPLIANCE OF THE SAMPLE FORMS AND CONTRACTS PROVIDED TO STUDENT. BLUE ACORN IS NOT PROVIDING ANY LEGAL ADVICE BY PROVIDING THE SAMPLE FORMS AND CONTRACTS TO STUDENT. Student shall seek the advice of Student’s attorney prior to using any of the sample forms and contracts and will have the sample forms and contracts reviewed by an attorney licensed in each state for which Student intends to use such forms and contracts.    

19. Student Content. Student is solely responsible for the content it offers, posts, transmits, or shares in any live training, on any discussion platform such as discord, within any social media groups, or on social media platform and for any actions taken by any other student or user as a result of the Student’s content, comments, or posts. Student agrees and understands that Student may receive or be exposed to content provided by other students and users of the discussion or social media platforms that may be inaccurate, inappropriate, misleading, unlawful, offensive or otherwise objectionable, and Blue Acorn make no representations or warranties regarding such content and is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such content. Student hereby waives any legal or equitable rights or remedies Student has or may have against Blue Acorn, its affiliates or principals with respect to content contained in any live training or posted on any discussion or social media platform.     

20. Student Interactions and Disagreements. The Program allows Student to interact with other students and third-parties who may provide or offer Student information, investment opportunities, investment information, advice, services and/or events, or provide Student with information about various companies or organizations. Student acknowledges that any Students or third-parties who have access to any of the platforms offered by the Program are not affiliated with Blue Acorn, if affiliates and principals, and Blue Acorn cannot influence the investments, information, advices or services provided or offered by students and third-parties who have access to the platforms offered by the Program. Student’s interaction with other students and third-parties is solely between Student and such other students or third-parties. Student agrees that Blue Acorn and its affiliates, members, managers, principals, employees, representatives or agents will not be responsible or liable for any loss or damage of any sort incurred as the result of any interactions between the Student and any other student or third-party. If Student has a dispute with one or more of the other students or third-parties with access to the platforms, Student irrevocably and forever releases Blue Acorn (and its affiliates, members, managers, employees, representatives, and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.  

21. Prohibited Conduct. The Student agrees that in addition to the other prohibit conducted specified in this Agreement, the following conduct is prohibited and constitutes a material breach of this Agreement:  

 A. Use of the Services in any manner that could damage, disable, overburden, or impair the Services, or interfere with any other student’s use and enjoyment of the Services; 

 B. Attempting to gain access to the Site, Services or any affiliate website or service through hacking, password mining or any other means; 

 C. Create user accounts by automated means or under false or fraudulent pretenses; 

 D. Transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature; 

 E. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of any manager, member, representative, employee or agent of the Blue Acorn or of any other student of the Program; 

 F. Upload, post, email, transmit, or otherwise make available through the Services any inappropriate, defamatory, infringing, obscene, or unlawful conduct; 

 G. Upload, post, email, transmit, or otherwise make available through the Services any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party unless the Student is the owner of such rights or has permission of the owner to post such content; 

 H. Upload, post, email, transmit, or otherwise make available through the Services any materials that promote pyramid schemes, chain letters, disruptive commercial messages or advertisements, or anything else prohibited by law; 

 I. Download any file posted by another student or third-party that Student knows, or reasonably should know cannot be legally distributed in such manner; 

 J. Impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any materials; 

 K. Remove any copyright, trademark or other proprietary rights notices contained in or on the Site, Program or Services; 

 L. Use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Site, Program or Services or collect information about other students for any unauthorized purpose; 

 M. Submit content that falsely expresses or implies that such content is sponsored or endorsed by Blue Acorn, its affiliates, members, manages, employees, directors, representatives or agents, including Pace Morby; 

 N. Promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual; or 

 O. Contacting any student or other party other than as allowed through the Services.  

22. Indemnity. The Student shall defend, indemnify and hold harmless Blue Acorn, each of its owners, employees, officers, agents, contractors, licensors, suppliers, consultants, advisors, directors, managers, shareholders, successors, assigns, predecessors, affiliates, and members from any losses, claims, damages, costs, fees, awards, judgments, infringements, penalties, or injuries of any kind incurred by any third party, including reasonable attorney's fees and costs and expert fees, which arise from any alleged negligence, willful misconduct, infringement or breach by Student in regards or in connection to this Agreement or in regards or in connection with Student implementing any of the information, training, strategies and forms provided to Student in the Program. This section shall survive the termination of this Agreement.  

23. Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Arizona without respect to conflicts of laws principles. The exclusive jurisdiction and venue for any claim, proceeding, cause of action, or lawsuit arising out of or related to this Agreement shall be in the state courts located in Maricopa County, Arizona. STUDENT HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF, OR RELATING TO, THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW.  

24. Attorney's Fees. The prevailing party in any lawsuit or arbitration arising out of or related to this Agreement shall be entitled to an award of their attorneys' fees, expert fees, and costs against the non-prevailing party, which attorneys' fees, expert fees, and costs shall include, but are not limited, to those incurred in collecting any judgment awarded in favor of the prevailing party.  

25. Assignment. This Agreement and any duties or obligations under this Agreement may be assigned by Blue Acorn in its sole and absolute discretion. This Agreement and/or any duties or obligations under this Agreement may not be assigned by Student without the prior written consent of Blue Acorn.  

26. Force Majeure. If Blue Acorn cannot perform any of its obligations under this Agreement due to events beyond Blue Acorn’s control Blue Acorn's performance under this Agreement shall be excused. Events beyond Blue Acorn’s control include, but are not limited to, pandemics, epidemics, acts of God, war, civil commotion, labor disputes, strikes, fire, flood or other casualty, government regulation or restriction, and weather conditions.

27. Notices. Any and all notices, demands or requests required or permitted hereunder shall be in writing and shall be effective upon personal delivery, electronic mail, or upon receipt, if deposited in the U.S. Mail, registered or certified, return receipt requested, postage prepaid, or if deposited with any commercial air courier or express service, addressed to the email address or physical address listed below the parties' signature. Notices transmitted by electronic mail shall be effective upon transmission. Notices sent by U.S. Mail or by courier will be deemed effective upon the earlier of actual receipt or five (5) days after it is placed in the U.S. Mail or with the courier. Blue Acorn and Student may change their respective addresses for notice by giving notice of change of address in the manner provided above. The physical and electronic mail addresses for notices to Blue Acorn shall be:  

     Blue Acorn Consulting, LLC

     1753 E Broadway Road 

     Suite 101-400 Tempe AZ 85282

     Email: [email protected]  

28. Payments by Credit Card. For payment of the Program Fee and any other amounts set forth in this Agreement by credit card, Blue Acorn has provided Student with the opportunity to directly enter the Student’s credit card information with Blue Acorn’s merchant service provider. Blue Acorn’s merchant service provider will retain Student’s credit card information. Blue Acorn will not retain or keep Student’s credit card information on file.   

29. Acknowledgment of Understanding – Entire Agreement. Student acknowledges that it has read this Agreement, understands it and agrees to be bound by its terms and conditions. Student also agrees that this Agreement is the complete and exclusive statement of the agreement between Blue Acorn and Student with respect to the Program and supersedes all proposals, representations or prior agreements, oral or written, and any other communications between Blue Acorn and Student relating to the subject matter of this Agreement. 

30. Acceptance of this this Agreement. BY STUDENT’S ACCESS TO AND/OR USE OF THIS SITE, THE PROGRAM OR THE SERVICES, STUDENT HEREBY ACKNOWLEDGES THE TERMS AND CONDITIONS OF THIS AGREEMENT, ACCEPTS THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF STUDENT DOES NOT AGREE TO BE BOUND BY THIS AGREEMENT, THEN STUDENT MUST IMMEDIATELY CEASE ACCESS TO THE SITE, THE PROGRAM AND THE SERVICES.