Effective Date: December 1, 2025
• “Agreement” is this Client Terms of Service, which is a legal agreement entered into by and between Manage 2 Win, Inc. and the individual or entity purchasing Services.
• “Client” “you” or “your” terms are used for the individual or entity purchasing Services.
• "Client Data" means any and all electronic data, content, and information uploaded or submitted to the Services by you or by a third party on your behalf.
• “Deliverables” always include M2W IP and include all software; and content, including videos, frameworks, tools, templates, coaching materials, assessments, documents, and other writings provided by Manage 2 Win under this Agreement.
• “Effective Date” is the date you place your order online, or sign your Agreement digitally or in-person.
• “Manage 2 Win” “M2W” “Company” “we” or “our” terms are used for Manage 2 Win, Inc.
• “M2W IP” is intellectual property owned or licensed by M2W.
• "Platform" means Manage 2 Win's website, certification portal, and other online systems through which Services are delivered.
• “PUBLIC” content is content M2W has created to post to the public.
• “Services” means Manage 2 Win, Hire the Best, Habitly, and other Manage 2 Win-owned coaching, consulting, or training services.
• "User" means an individual whom you authorize to use Services.
a) Manage 2 Win coaching and consulting.
b) Manage 2 Win Talent Assessment services.
c) Hire the Best coaching, consulting, and Hire the Best Academy.
d) Other services owned by M2W or offered under agreement with third-parties.
a) Manage 2 Win coaching and consulting are provided for a minimum three-month term and then monthly thereafter.
b) Hire the Best Services: Hiring coaching and Hire the Best Academy term is defined by the package you purchase.
c) Habitly subscriptions are month-to-month.
Services are automatically renewed monthly; or may be terminated; or extended at the same level, with an increase or decrease, by written notice from one party to the other a minimum of 30 days in advance of any change.
a) Be on time and prepared for our meetings.
b) Be respectfully candid and appropriately transparent with your needs, concerns, and questions.
c) Be prepared for and actively participate in our coaching, consulting, and/or training sessions without interruptions or distractions.
d) Be open to feedback.
e) Complete assignments to the best of your ability, and on time to maintain our progress.
f) Apply what you learn and seek our feedback to confirm your progress, and coach you further towards mastery.
g) Maintain a professional, respectful attitude toward all coaches and participants.
In addition to this, Client’s duties include, but are not limited to providing reasonable access to personnel and systems to facilitate the performance of this Agreement.
a) Be on time and prepared for our meetings.
b) Be respectfully candid with our advice, feedback, ideas, and recommendations.
c) Be prepared for and actively participate in our meetings to deliver Services without interruptions or distractions.
d) Welcome feedback and prioritize the updating of our guides, sample documents, and tools as best we can.
e) Complete our commitments to you on time or with one reasonable delay due to unforeseen circumstances.
f) Provide tools, trainings, guides, sample documents, etc. operate reliably, reasonably easily, and we provide support via email, phone, and online meetings within the parameters of the Services.
g) Maintain a professional, respectful attitude toward all clients and participants.
Coaching and consulting Services are provided for four weeks each month or twelve weeks of each quarter. Coaching or consulting that is provided on an hourly basis or quote for bulk hours must specify any break time for M2W team members in the description of that service or in an addendum to that Client’s Agreement, signed by both parties.
All amounts in this Agreement and all related attachments are represented in United States Dollars. Payments are paid in advance via ACH or bank wire, in addition to a limited number of initial payments for Services that are available online via credit card. Payments are due in amounts specified in this Agreement on the Effective Date, and the renewal date of Services throughout the term of this Agreement. Invoices may be sent up to 15 days in advance.
Disputed invoices must be reported by Client in-writing within 15 days of the invoice date. In the event Client fails or refuses to pay any invoice on time, M2W may stop Services until the day the past due amount is paid.
There are no refunds unless you have not had any coaching or consulting calls/meetings, have not accessed the Hire the Best Academy or Habitly website, or not started the online survey of a Manage 2 Win Talent Assessment service. After starting, failure to participate or finish does not qualify as grounds for a refund.
Payments not made when due may result in suspended Services until payment has cleared.
Client is responsible for full, timely payment for Services delivered through the final date of this Agreement.
a) Material Breach: The other party commits a material breach of any provision of this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice specifying the breach in reasonable detail.
b) Insolvency: The other party becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy, or has a receiver or similar official appointed for a substantial portion of its assets.
c) Cessation of Business: The other party ceases to conduct business in the normal course.
d) Termination by M2W: M2W may terminate this Agreement immediately upon written notice if:
i. Client fails to make any payment when due and fails to cure such non-payment within five (5) business days after written notice.
ii. Client breaches Sections 7 (Intellectual Property Rights) or 11 (Non-Disparagement) of this Agreement.
iii. Client engages in conduct that threatens the safety or professional integrity of M2W personnel.
e) Termination by Client: Client may terminate this Agreement immediately upon written notice if M2W:
i. Fails to perform the Services in a professional manner consistent with industry standards after notice and opportunity to cure.
ii. Engages in gross negligence or willful misconduct in performing the Services.
f) Effect of Termination: Upon termination for cause:
i. All unpaid fees for Services rendered through the termination date become immediately due and payable.
ii. Client’s license to use M2W IP and Deliverables terminates immediately, except as otherwise provided in Section 8.
iii. Each party shall return or destroy the other party’s confidential information.
iv. Sections 8 (Intellectual Property Rights), 9 (Confidentiality), 11 (Limitation of Liability), 13 (Non-Disparagement), and 20 (Disputes) shall survive termination.
Manage 2 Win represents and warrants that it has all necessary rights in and to all copyrights, patents and other proprietary rights associated with the Services that are necessary to market, distribute and/or license and/or sell such Services. Manage 2 Win has the authority to enter into this Agreement.
You receive a non-transferable, non-exclusive license to use M2W IP for your company’s internal use only.
You may NOT:
• Reproduce, republish, or resell M2W IP outside your organization.
• Share login credentials with people who are not part of your company and/or who do not partake on hiring decisions.•
• Use M2W IP to create your own course, service, or competing program.
• Distribute M2W IP outside your organization.
Unauthorized use of M2W IP may result in termination of access without refund and legal action for damages to M2W.
Client acknowledges that M2W IP may be used in applying what you learn from Services under this Agreement individually or within your company. M2W retains all rights, title, and interest in and to the M2W IP.
Any Deliverables created under this Agreement that incorporate or are based on M2W IP are considered M2W IP; and shall be owned exclusively by M2W, including but not limited to copyrights, patents, and trade secrets, associated with such Deliverables.
Use and Licensing: Manage 2 Win grants Client a non-exclusive, royalty-free, worldwide license to use Deliverables solely for an individual or the internal use on legal entity, not multiple corporations owned by a company. This is a perpetual license for any Deliverables Client receives or customizes during their Services that survives Agreement termination. Client agrees not to sublicense or transfer its rights in Deliverables without the prior written consent of Manage 2 Win.
Protection of M2W IP: Client agrees to take all reasonable measures to protect the confidentiality and integrity of M2W IP and Deliverables. Client shall not use M2W IP for any purpose other than the provision of Services under this Agreement without the prior written consent of Manage 2 Win.
Community: Client is encouraged to work with us via Services to customize our sample documents, guides, and suggest ways we can continuously improve our Deliverables. Should Manage 2 Win make changes based on Client’s suggestions, this does not give Client any ownership in the revised or new Deliverable. Manage 2 Win may share the new Deliverable or Services with others in our community or give the Client permission to do so. Revised Deliverables - except for noted “PUBLIC” content - are limited in use to Manage 2 Win Clients with active Services.
Cooperation: The parties agree to cooperate in good faith to perfect, maintain, and enforce the intellectual property rights in the Deliverables, including but not limited to executing necessary documents and providing testimony or assistance in legal proceedings.
Survival: The provisions of this clause regarding M2W IP and Deliverables shall survive the termination or expiration of this Agreement.
Manage 2 Win and Client mutually agree to consider and hold all matters relating to Client’s and Manage 2 Win’s business in strict confidence and shall not disclose same without the prior written consent of the other. However, either party is permitted to disclose that it has worked together, including the general nature of the work performed.
Exceptions to Confidentiality: The obligations in this Section shall not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was rightfully in the receiving party’s possession before disclosure; (c) is independently developed by the receiving party without reference to confidential information; or (d) must be disclosed by law, regulation, or court order (provided the disclosing party receives reasonable prior notice).
Services are intended for general information purposes only. No part of Services are a substitute for legal advice or to provide legal guidance of any kind whatsoever and should not be used as the sole basis for consideration of employment or employee discipline. If legal advice or other expert assistance is required, the services of a competent professional should be sought.
It is your sole responsibility to review, and if you deem it necessary, edit our Deliverables to confirm they are consistent with your company culture, and your state/province/federal laws.
Services with Client are limited in scope, in part due to the fact it is based upon information from and work with Client. Manage 2 Win warrants that Services provided will be of good, professional quality, performed with the requisite skill necessary.
Manage 2 Win does not warrant that as a result of limited inspection, we will identify all of the potential problems or issues with the Client’s business processes, nor do we warrant that our recommendations will remedy all problems or issues the Client may encounter. Except as specifically provided in the above paragraph, Manage 2 Win makes no representation as to the material, workmanship, merchantability or fitness for any particular purpose for Services provided hereunder.
No obligations or liability shall arise out of Manage 2 Win rendering Services. You accept full responsibility for your decisions and business outcomes.
Notwithstanding anything to the contrary contained in this Agreement, and except as specifically otherwise set forth above, Manage 2 Win’ total liability under this Agreement, from all claims and causes of action under all theories of liability will be limited to the payments actually received by Manage 2 Win from the Client during the three (3) months immediately prior to the date of the event giving rise to any claim or liability.
In no event will either party be liable to the other party or to any third party for any special, incidental, punitive, exemplary or consequential damages, including, without limitation, lost profits, loss of use, loss of data or loss of goodwill, or the costs of procuring substitute services, arising out of or in connection with this Agreement or the use or operation of the Services, whether such liability arises from any claim based upon breach of contract, breach of warranty, tort (including negligence), product liability, or otherwise, and whether or not a party has been advised of the possibility of such damage.
The only exception to the limitation of liability that occurs in the event of a dispute is Section 8 above regarding Manage 2 Win Intellectual Property. In that situation, Manage 2 Win may litigate for the maximum amount allowable under State of California law.
The Client will indemnify and hold Manage 2 Win harmless from all damages, expenses (including reasonable attorney’s fees) and other costs or liabilities resulting from (i) Client’s breach of this Agreement or (ii) any third-party claim arising from Client’s use of the Services.
You agree not to publicly criticize, defame, or disparage our Company, Services, Deliverables, coaches, and employees.
This includes but is not limited to social media, online reviews, public forums, blogs or articles, podcasts, and other communications.
You are welcome to share concerns privately with our team so we can support you.
Nothing contained in this Agreement shall be construed to create a partnership, agency, joint venture, or employer/employee relationship between the parties. Neither party has the authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the other party or to bind such other party in any way. Each party shall be responsible for wages, taxes, withholding, insurance (including, without limitation, workman’s compensation), hours and conditions of employment of its personnel during the term hereof.
This Agreement shall be binding and inure to the benefit of Manage 2 Win and its successors and assigns
and binding upon the Client and its successors and assigns.
This Agreement may not be modified except by a written instrument signed by all parties.
No Party shall be liable for any failure to perform its obligations where such failure is as a result of Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity, internet, or telephone service. Any Party asserting Force Majeure as an excuse shall have the burden of proving that reasonable steps were taken (under the circumstances) to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled, and that the other Party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated.
Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party. However, either party may assign this Agreement without consent to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the successor agrees in writing to be bound by all terms of this Agreement.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.
This Agreement shall be governed by and construed in accordance with the laws of the State of California. Client consents to jurisdiction of said courts, whether State or Federal, in Placer County, State of California.
Any controversy or claim arising out of or relating to the interpretation or enforcement of this Agreement, or the breach thereof, shall be settled by binding arbitration (such as JAMS - http://www.jamsadr.com/ or another arbitrator or service, but excluding the American Arbitration Association). Venue for any arbitration shall be in a United States city selected solely by Manage 2 Win. The venue must allow parties to attend via online meeting
In the event of a dispute regarding the enforcement or interpretation of this Agreement, the prevailing party is entitled to recover reasonable attorney’s fees and costs incurred from the inception of the dispute up to a maximum of the total amount paid by the Client under this Agreement during the three months prior to either party notifying the other of a dispute in-writing. The only exception to this award limit is regarding a breach of Intellectual Property rights as defined in Section 8.
All notices, requests, and other communications required or permitted under this Agreement shall be in writing and deemed duly given (a) when delivered by personal delivery; (b) upon confirmation of receipt when sent by a nationally recognized overnight courier; or (c) upon transmission if sent by email, provided that a confirmation of receipt email is received by the sender and such notice is also sent via one of the other methods outlined herein. The addresses for such notices shall be the email addresses and physical addresses designated by each party for the purpose of receiving Services. Either party may update its notice address by providing written notice to the other party.
This Agreement, together with the Website Terms of Use and Privacy Policy (both incorporated herein by reference), constitutes the complete and exclusive statement of the agreement between the parties concerning the subject matter of the Services provided hereunder. It supersedes all prior and concurrent proposals and understandings, whether oral or written, and all other communications between the parties relating thereto.
By purchasing, accessing, or participating in Services, you acknowledge that:
• You have read this Agreement.
• You understand the Terms.
• You agree to be bound by this Agreement.
No signature is required; acceptance occurs at checkout.