Terms of Use

TERMS OF USE

Effective Date: February 1, 2026

These Terms of Service ("Terms") govern access to and use of all websites, portals, digital platforms, content, programs, services, and materials operated by Ryan OKeefe Co LLC, a Tennessee limited liability company, doing business as Vending Accelerator™ and FREE Healthy Vending™ ("Company," "we," "us," or "our").

Company Address:
4315 Kingston Pike, Suite 210
Knoxville, Tennessee 37919

By accessing this website or purchasing any product or service, you agree to be legally bound by these Terms.

If you enter into a separate signed Client Services Agreement ("CSA") with the Company, the CSA controls in the event of any conflict.

1. NATURE OF SERVICES

The Company provides:

• Educational business training (VA Academy)
• Strategic consulting and ecosystem participation (VA Partnership)
• FREE Healthy Vending™ certification and brand licensing (VA Partnership only)

The Company does not:

• Provide employment
• Offer a franchise
• Guarantee income or placement
• Act as a broker for contracts
• Provide legal, tax, or financial advice

Participation does not create a franchise relationship under federal or Tennessee law.

2. INDEPENDENT BUSINESS STATUS

All users and clients operate as independent business owners.

Nothing herein creates:

• A partnership
• A joint venture
• An agency relationship
• An employment relationship
• A fiduciary duty

Users assume full responsibility for their business operations, regulatory compliance, contracts, and financial decisions.

3. NO EARNINGS OR PERFORMANCE GUARANTEES

All revenue examples, testimonials, placement counts, and aggregate performance figures reflect historical performance of independent operators and are not typical results.

The Company makes no guarantee regarding:

• Income
• Revenue
• Profitability
• Placement approvals
• Equipment performance
• Speed of execution

Business involves inherent financial risk. You assume all such risk.

4. INTELLECTUAL PROPERTY

All content and systems are proprietary, including but not limited to:

• High-Traffic Location Mastery™
• Gatekeeper Formula™
• 6-Figure Location Brochure Collection™

• The Magic Phrase™
• FREE Healthy Vending™ standards and certification materials
• All templates, training modules, graphics, documents, scripts, and brand assets

You are granted a limited, revocable, non-transferable license for personal business use only.

You may not copy, share, distribute, reproduce, reverse engineer, modify, create derivative works, or provide materials to third parties.

Unauthorized use constitutes material breach and may result in injunctive relief and damages.

5. PROGRAM ACCESS

Access is granted only to the purchasing individual or authorized business entity.

Access may not be:

• Shared
• Resold
• Assigned
• Transferred
• Sub-licensed

The Company may suspend or revoke access for breach.

6. VA ACADEMY TERMS

VA Academy is a do-it-yourself educational program.

It does not include:

• FREE Healthy Vending™ certification
• Brand licensing
• Revenue-share participation
• Partnership ecosystem access

Academy participants are not Certified FHV Operators.

7. VA PARTNERSHIP & BRAND LICENSING

VA Partnership participants operate under a separate CSA.

Certification as a FREE Healthy Vending™ Operator is conditional upon:

• Compliance with operational standards
• Nutritional compliance
• Accurate reporting
• Brand adherence
• Timely payment of fees

Certification may be revoked at Company discretion.

Upon termination or revocation:

• All brand use must cease immediately
• All proprietary materials must be discontinued
• Continued use constitutes infringement

8. PAYMENT TERMS & STRICT NO‑REFUND POLICY

All payments are non-refundable unless explicitly stated otherwise in writing.

By purchasing any program, you acknowledge:

• Digital products are deemed delivered upon access.
• Access constitutes full performance of digital delivery.
• Dissatisfaction does not create refund entitlement.
• Failure to use services does not create refund entitlement.

If a CSA applies, its payment terms control.

9. CHARGEBACK WAIVER & PAYMENT DISPUTES

You expressly waive the right to initiate any chargeback, payment reversal, or dispute through a financial institution without first providing written notice and allowing the Company a minimum of thirty (30) days to respond.

Initiating a chargeback in violation of this provision constitutes material breach of contract.

If a chargeback is filed in violation of these Terms, you agree that the Company may pursue recovery of:

• The disputed amount
• All processing and administrative fees
• Collection costs
• Attorneys’ fees
• Interest at the maximum rate permitted under Tennessee law

The parties agree that this chargeback waiver is a material condition of purchase.

10. SMS PROGRAM TERMS (DESCRIPTION OF SMS USE CASES)

By opting into SMS communications from Vending Accelerator™, you agree to receive text messages related to:

• Webinar confirmations and reminders
• Application status updates
• Enrollment notifications
• Program-related updates and administrative notices
• Appointment reminders
• Customer support communications
• Follow-up messages regarding inquiries or applications
• Promotional offers and marketing messages related to Vending Accelerator™ and FREE Healthy Vending™ programs

You can cancel the SMS service at any time. Just text "STOP" to the [Phone Number]. After you send the SMS message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time, and we will start sending SMS messages to you again.

If you are experiencing issues with the messaging program, reply with the keyword HELP for more assistance, or contact us directly at [email protected].

Carriers are not liable for delayed or undelivered messages.

As always, message and data rates may apply to any messages sent to you from us and to us from you. You will receive messages from time to time. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.

If you have any questions regarding privacy, please read our privacy policy: Privacy Policy

Msg & data rates may apply.

Reply STOP to opt out. Reply HELP for help.

For support, contact [email protected].

Carriers are not liable for delayed or undelivered messages.

You must be at least 18 years of age to use our services.

11. LIMITATION OF LIABILITY

To the maximum extent permitted by law:

The Company shall not be liable for indirect, incidental, consequential, exemplary, or punitive damages.

Total liability shall not exceed the total amount paid by you to the Company within the twelve (12) months preceding the claim.

12. INDEMNIFICATION

You agree to indemnify and hold harmless Ryan OKeefe Co LLC, its officers, directors, employees, contractors, and affiliates from any claims, liabilities, damages, or expenses arising from:

• Your business operations
• Regulatory violations
• Product compliance failures
• Location disputes
• Misuse of brand assets
• Breach of these Terms

This obligation survives termination.

13. NON‑DISPARAGEMENT

You agree not to publish false, misleading, or defamatory statements regarding the Company, its programs, personnel, or operators.

This provision does not restrict lawful, truthful statements made in good faith.

14. FORCE MAJEURE

The Company shall not be liable for delays or failure in performance due to events beyond its reasonable control, including but not limited to pandemics, supply chain disruptions, regulatory changes, manufacturer delays, labor shortages, or governmental restrictions.

15. MANDATORY BINDING ARBITRATION

Any dispute arising out of or relating to these Terms shall be resolved exclusively by binding arbitration conducted in Knoxville, Tennessee.

Arbitration shall be administered under the rules of the American Arbitration Association.

You waive:

• The right to a jury trial
• The right to participate in class or collective actions

Disputes must be brought individually.

Judgment on the arbitration award may be entered in any court of competent jurisdiction.

16. GOVERNING LAW

These Terms are governed by the laws of the State of Tennessee, without regard to conflict-of-law principles.

17. SURVIVAL

The following provisions survive termination:

• Intellectual property protections
• Payment obligations
• Chargeback waiver
• Indemnification
• Limitation of liability
• Arbitration

18. ENTIRE AGREEMENT

These Terms constitute the entire agreement governing website use.

A signed CSA supersedes these Terms where applicable.

EARNINGS & RESULTS DISCLAIMER

The Company provides educational and strategic business training.

We do not guarantee income, revenue, placement, or profitability.

Aggregate performance statistics are historical and not typical.

Success depends on execution, market conditions, and business decisions.

You assume all business risk.