HIGH POWER ACADEMY MASTERMIND PROGRAM AGREEMENT
THIS MASTERMIND PROGRAM AGREEMENT (“Agreement”) is made effective as of [Date of Signing], by and between Hair Love Retreat, LLC (hereinafter known as Program Provider) and the signatory to this Agreement (hereinafter known as Client) (collectively the “Parties”).
WHEREAS, the Program Provider is a limited liability corporation established under the laws of Utah which offers online educational services to professional beauty stylists who wish to improve their businesses as well as educational seminars and retreats for professionals, and
WHEREAS, the Client desires to obtain access to the educational services of the Program Provider and to attend the seminars and retreats that they offer,
NOW, THEREFORE, in consideration of the mutual covenants, agreements, and obligations hereinafter set forth, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree to the following terms of this Agreement.
The following definitions will apply to the terms contained in this Agreement:
“Client”, “the user”, “the participant” shall mean the participant in the Program and user of the Website.
“Course” shall mean the Workshop In A Box online course that is included in the Program.
“Program” shall mean the Mastermind High Powered Academy program (hereinafter known as Mastermind) offered by Hair Love Retreat, LLC, which is a twelve (12) month coaching program for professional beauty stylists who are seeking information and tools to improve their business operations.
“Program Website” or “Website” shall mean the Program Provider’s website, which is where the Course shall be hosted.
“Program Start Date” shall mean [Jan 1st 2022].
“Program End Date” Shall mean [December 31st 2022].
“Program Provider” shall mean the creator, operator, and publisher of the Program, and is responsible for providing the Program publicly. Program Provider, us, we, our, ours, and other first-person pronouns will refer to the Program Provider, as well as, if applicable, all employees and affiliates of the Program Provider.
“Parties” shall refer to, collectively, the parties to this Agreement (Program Provider and Client) will be referred to as Parties.
“Total Course Fees” shall mean the total amount of money that the Client is required to pay to the Program Provider for access to the Course. This amount shall be three thousand five hundred eighty-eight US dollars ($3588.00), taxes excluded where required.
TERMS AND CONDITIONS
MASTERMIND HIGH POWERED ACADEMY
Program Details. The Mastermind Program offered by the Program Provider is a year-long program that runs from January to December every year that includes educational resources, community support and networking opportunities, and in-person retreats that the Client may attend. This Program shall empower the Client in their business development, and equip them with the knowledge to further grow their businesses. The exact services that the Client will be provided with are as follows:
Utah Mastermind Retreat. The Client will be entitled to participate in two retreats hosted by the Course Provider, the first to be held in Utah at the Southern Utah Mansion on [March 2nd-8th 2022]. These will be educational retreats with the Program Provider and other clients, taking place at resort locations. The Client will receive live seminars, photographic headshots, social media content, catered foods, and other services necessary for the Program. The Utah retreat will be for six (6) days. Additional policies for this retreat may be found in the next section of this Agreement.
One-On-One Coaching Sessions. In addition to the other educational materials provided, the Client shall be given the opportunity to participate in four (4) one-on-one coaching sessions with the Program Provider. Two of these sessions will be for sixty (60) minutes, and the other two sessions will be for ninety (90) minutes in direct communication with the Program Provider. The purpose of these coaching sessions is to take the knowledge that they have gained through the Program and form an action plan. The Client shall come prepared for these strategy sessions and leave with a concrete plan of action. Depending when you purchased your enrollment you may have additional calls included. You may add additional calls for an additional fee.
Group Coaching Sessions. The Client shall be given access to three (3) group coaching sessions, where the Client will be given the opportunity to discuss the Program along with the other clients of the Program Provider.
Quarterly Masterclass. The Program Provider shall host quarterly masterclasses for the Client to participate in on the topics of wealth, marketing, mindset, and mentorship. Each class shall be between four to six (4-6) hours and will include workshops with guest speakers who shall give seminars on the aforementioned topics. The Program Provider shall provide instructions on how clients will be able to participate in these Masterclasses.
Additional Educational Resources. By participating in the Mastermind Program, the Client shall also be entitled to participate in the Workshop In A Box Course at no additional charge, which shall be detailed later in this Agreement.
Discounted Upgrades. The Client will have the opportunity to purchase additional one-on-one coaching sessions with the Program Provider. These sessions will be either sixty (60) or ninety (90) minutes, and the Client will be charged at a rate of five hundred dollars ($500.00) per hour, round up to the nearest half-hour. There is a limit of only four (4) additional sessions that may be purchased under this section. Lastly, the Client will have the option to add on the Education Foundations Program that the Program Provider offers, at an additional fee but at a reduced rate during their participation in the Mastermind Program.
Voxer Access. Finally, as an added benefit to increase community participation, the Client shall be granted access to the Program Provider’s private Voxer channel where they shall be able to network with other members of the Program Provider’s program. The Client shall have a direct line of communication with the Program Provider through the Voxer platform.
Limited Time and Quantity Bonuses. The following services shall be offered to the Client if they enter into this Agreement prior to October 1, 2021. The Program Provider does not guarantee that all of these services will be provided, as they are of a limited quantity and the Program Provider only offers these on a first come, first served basis.
Plan To Win Planner and E-Course Access. The Program Provider will give early purchasers of the Program a copy of the Plan To Win Planner, along with access to the accompanying E-Course. These are for the personal use of the Client for the development of their business and are not to be shared with unauthorized third parties.
Five Plan To Win Planners For Marketing Purposes. The Program Provider will give early purchasers of the Program five (5) copies of the Plan To Win Planner which the Client may use for her business as giveaway items, prizes, or bonuses to her services. They are not to be resold separately or to be included in bundles where they constitute the majority of the value of the bundle. Each planner is valued at ninety nine US dollars ($99.00).
Twenty Evergreen Courses For Marketing Purposes. The Client will be given access to twenty (20) copies of the Evergreen Course that the Program Provider has created. These courses may be used by the Client in her business as giveaway items, prizes, or bonuses to her services. They are not to be resold separately or to be included in bundles where they constitute the majority of the value of the bundle. Each course is valued at five hundred US dollars ($500.00). Which courses will be outlined in early 2022.
Two Additional One-On-One Coaching Sessions. Depending upon the availability of the Program Provider, the Client will be permitted to schedule two (2) additional one-on-one coaching sessions, each sixty (60) minutes. These sessions are not to be considered in the number of sessions available during the Program and are separate from the cap of four additional sessions that may be purchased under the Program.
MASTERMIND RETREAT TERMS
Retreat Travel Policy. The Client is responsible for providing for their own transportation to the retreats, and the Program Provider recommends that the Client obtain their own travel insurance, as well as any other reasonable precautions to engage in travel. Furthermore, the Client agrees that the Program Provider will not be responsible or liable for any or all losses or damages that the Client may sustain as a result of their participation in the retreats.
Retreat Cancelation Policy. If the retreats are canceled for reasons outside of The Program Provider’s control, whether to due COVID-19 or for other reasons, they will provide the Client with a credit to be used for a future event hosted by the Program Provider within 2022 for the Mastermind Program, non-transferable to other retreats/offerings. This retreat may change locations if that is the case. No monetary refunds or credits shall be given, and this credit shall only apply to Mastermind retreats offered by the Program Provider, and not any of the other services offered by the Service Provider.
COVID-19 Restrictions. While the Program Provider will not impose any unnecessary restrictions, due to the nature of national and international travel in light of the COVID-19 pandemic, the hotel, airline, and/or other vendors involved in the retreats may require pre-screening methods from the Client, including but not limited to COVID-19 tests, mask mandates, social distancing guidelines, and other reasonable health and safety precautions.
Therefore, by agreeing to these terms, the Client acknowledges that they will comply with certain safety requirements that may be necessary to participate in the retreats. The Client also agrees not to participate in the retreat if they have COIVD-19 or are experiencing symptoms of COVID-19, including but not limited to a fever, and they must inform the Program Provider as soon as possible so that the Program Provider can work with the Client to find a safe alternative for the health and safety of all participants in the retreats. There may be monetary credit lost. but we will work to find a coaching or VIP day alternative with Elizabeth Faye. This is only in the case of a Covid-19 emergency, no other personal emergencies will be considered and your retreat ticket will be forfeited.
Retreat Disclaimer. The Client acknowledges that their participation in these retreats is done of their own free will, and while the Program Provider and all associated vendors will take all necessary precautions, the Client participation may include exposure to and illness from infectious diseases including but not limited to COVID-19.
While particular rules and personal discipline may reduce this risk, the risk of serious illness and death does exist. The Client understands that they knowingly and freely assume all such risks related to illness and infectious diseases, such as COVID-19, and hereby knowingly assume the risk of injury, harm, and loss associated with the retreats.
Retreat Termination. If the Client’s participation in the retreats is terminated for any reason, including but not limited to noncompliance with rules, regulations, and guidelines set forth by the Program Provider or other parties involved, including but not limited to the hotel, airlines, and any vendors, the Client acknowledges that they will not receive a refund and that any outstanding balance will be due and payable at the time of their termination.
Retreat Copyright. Finally, the Client understands that participation in the retreats is for coaching services only. While the Program Provider may provide the Client with branding, logos, and images to use as part of their content creation, the Client understands that they in no way are granted a license to use relevant trademarks, and will not use any intellectual property outside the scope of what is instructed at the time any such materials are provided. Any use outside of the scope may constitute trademark infringement, copyright infringement, or other violation of the Program Provider’s rights.
WORKSHOP IN A BOX COURSE TERMS
Assent and Acceptance. By purchasing and participating in the Course the Client warrants that they have read and reviewed this Agreement and that they agree to be bound by it. If the Client does not agree to be bound by this Agreement, they must cease their participation in the Course immediately. If they do so after purchase, they will not be entitled to any refund. The Program Provider only agrees to provide the Course to the Client if they assent to this Agreement.
Age Restrictions. The Course is not designed for minor participants who are under the age of eighteen (18) years old. If the Client is below the age of 18, then they are not qualified to use this Course or to use this Website. By the act of registering for the Course, the client is warranting to the Program Provider that they are over the age of 18 (eighteen) and are legally eligible to enter into this Agreement. The Program Provider expressly disclaims any and all liability and assumes no responsibility for any misrepresentations that the Client may make with regards to their age and participation in this Agreement.
License. Subject to the terms and conditions of this Agreement, the Program Provider is granting to the Client, a limited, non-exclusive, non-transferable, revocable license to access and use the Course and the associated information contained within. The Program Provider may provide the Client with certain information as a result of their accessing the Course through the Website. Such information may include but is not limited to, documentation, data, or information developed by the Program Provider and other materials which may assist in the Client’s participation in the Course ("Materials"). The Materials may not be used for any other purpose, and this license terminates upon the Client’s completion of the Course, their cessation of use of the Course or the Website, or at the termination of this Agreement, whichever comes first.
Course Details. After purchasing the Course, the Client may not be able to begin until the Course Start Date as stated at the beginning of this Agreement. The Client must complete the Course by the Course End Date specified above. Whether or not the Client has completed the Course by the specified Course End Date, their access to the Course will expire exactly one year after they have purchased access to the Course. When the Client has completed the Course, they will receive a certificate displaying both their participation in and completion of the Course.
Community Services. In addition to the Program Provider’s educational material, The Client will also receive access to the Program Provider’s community platform, where they will be able to interact with other clients, networking and sharing their own progress in the Course.
Restrictions on Use. The Client is the only individual authorized to access and view the Course and its associated Material. Under no circumstances, may the Course and any of its accompanying Materials be shared with any third party. If the Program Provider suspects that the Course or Materials are being shared with an unauthorized party, or that the Client has shared their log-in information with any third party, the Program Provider reserves the right to immediately terminate their access to the Course, at the Program Provider’s sole and exclusive discretion. The Client will not be entitled to any compensation or refunds if they breach this restriction on use.
Personalized Coaching Services. In addition to the other services contained in this Course, it also provides the Client with additional coaching services that are incorporated into the educational material. These include twelve (12) sessions of one-on-one hot seat coaching between the Client and the Program Provider, as well as bi-monthly group coaching sessions with others who are currently enrolled in the Course and bi-monthly guest speaker calls that the Client may attend.
One-On-One Coaching Sessions. The Program Provider shall provide the Client with twelve (12) one-on-one coaching sessions during the course of their attendance in the Course. Each of these sessions must be scheduled by the Program Provider upon the Client’s application for a session. The session shall last for approximately thirty (30) minutes, and it is open to any subject of discussion which the Client would like to raise with the Program Provider, so long as it relates to the Course.
Canceled Sessions. The Client shall not be entitled to any make-up sessions, credit, or refunds if they should miss a session with the Program Provider. Any make-up sessions shall be offered at the Program Provider’s sole and exclusive discretion. The Client may seek to reschedule a session if they notify the Program Provider in writing seven (7) days before the session. Any attempts to reschedule the session less than seven (7) days of the session shall be approved only at the sole and exclusive discretion of the Program Provider. If the Program Provider must cancel a session with the Client, then they shall reschedule the session with no cost or penalty to the Client.
Bi-Monthly Group Sessions. In addition to the one-on-one group sessions offered by the Program Provider, the Client shall also be entitled to attend the bi-monthly group sessions with the Program Provider and other clients who are enrolled in the program. These will be guided sessions focusing on specific topics such as clarity, brand identity, ideal client, perfect pricing method, price raises, hiring an assistant, etc. These sessions will be conducted in a round table format with all questions answered by the Program Provider and shall be approximately ninety (90) minutes in length. No make-up sessions shall be offered for any missed bi-monthly sessions.
Bi-Monthly Guest Speaker. During the Course, there will be bi-monthly opportunities for the Client to participate in group calls that involve the Program Provider, other clients, and a guest speaker who shall give a discussion on a chosen topic, such as manifesting, money, branding, retail, color, leadership, etc. The Client will also have access to all of the previous calls that have been recorded by the Program Provider. As with other group coaching sessions, there shall be no make-up sessions for any missed group sessions.
Client’s Obligations Under This Agreement. As a requirement of the Client’s participation in the Course, the Client must register an account with the Program Provider on the Program Website. They must choose a user identifier, which may be their email address or another username, as well as a secure password. The Client may also provide personal information, including, but not limited to, their name. The Client is responsible for ensuring the accuracy of this information, both at the signing of this Agreement and during the period they are attending the Course. This identifying information will enable the Client to participate in the Course.
The Client must not share such identifying information with any third party, and if it is discovered that the identifying information has been compromised, they agree to notify the Program Provider immediately in writing. An email notification to the Program Provider will suffice. The Client is responsible for maintaining the safety and security of their identifying information as well as keeping the Program Provider apprised of any changes to their identifying information.
Accurate Billing Information. In order for the Program Provider to provide the Client with the Program and to receive compensation from them, it is necessary that the Client provide the Program Provider with accurate, complete, and current billing information. Any information that the Client shares with the Program Provider for these purposes will be subject to the same privacy, confidentiality, and accuracy requirements that are imposed for all other personally identifying information. This information shall include but is not limited to, credit card, billing address, and other payment information. If any of the information that the Client provides to the Program Provider should be false or inaccurate, whether intentionally or not, or if in the Client’s use of the Website or the Program they should commit or use to further any fraudulent act or other unlawful activity, then this shall constitute grounds for immediate termination of this Agreement.
Acceptable Used of Program and Website. As part of the Client’s participation in the Course, they agree not to use the Program or the Website for any unlawful purpose or any purpose prohibited under this clause. They agree not to use the Program or the Website in any way that could damage the Program, Website, Services, or general business of the Program Provider. They further agree not to use the Program or the Website for the following purposes:
To harass, abuse, or threaten others or otherwise violate any person's legal rights;
To violate any intellectual property rights of the Program Provider or any third party;
To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
To perpetrate any fraud;
To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
To publish or distribute any obscene or defamatory material;
To publish or distribute any material that incites violence, hate, or discrimination towards any group;
To unlawfully gather information about others.
Acknowledgments. The Program Provider does not offer any promises or guarantees with regard to the Program or Program Materials. The Client hereby acknowledges and agree to the following:
The Client is solely and exclusively responsible for their participation in the Program and the results that they might receive from their participation may differ from those that others might obtain due to the amount that they follow the course. The Client’s completion of the Program is not guaranteed if they do not complete all of the necessary work.
The Client is solely and exclusively responsible for the choices that they make with regard to this Program, the Materials contained within it, or any significant changes to their business or life;
The Client is solely and exclusively responsible for their own mental health, physical health, business decisions, and any other actions or inaction they choose to take;
The Program Provider is not liable for any result or non-result or any consequences which may come about due to the Client’s participation in the Course;
This Program does not constitute a therapeutic or medical relationship. The Program Provider does not provide therapy or medical services and the Client is responsible for procuring these at their own risk and discretion if needed.
None of the advice contained in the Program shall be construed as therapeutic or medical advice, and the Client understands that if they are in need of such then they should seek it from a licensed provider of such services, not the Program Provider.
PAYMENTS AND FEES
Total Fee. As specified at the beginning of this Agreement, the Total Fee for access to this Program is twenty two thousand two hundred and twenty two US dollars ($16,000.00). The Program Provider requires that a Retainer of one thousand and six hundred US dollars be paid. The Client must make a payment of one thousand five hundred US dollars ($1,200.00) to the Program Provider on a monthly basis during the course of the Program.
No Refunds. All payments made to the Program Provider are nonrefundable, and by signing this Agreement you are committing to the full twelve months of the Course. If for any reason you decide to cancel your participation in the Program and you have an outstanding balance with the Program Provider, then you shall still be responsible for making those outstanding payments.
Access. You will only have access to the Program for as long as you are a paying member of the Course. If the Client does not make a payment during their participation in the Course, then they will lose access to the Program and this Agreement shall be terminated at the sole discretion of the Program Provider.
Copyright. The Client acknowledges and agrees that all material or intellectual property produced by Client or arising from the Client’s work under this Agreement (“Work Product”) are the property of the Program Provider. The Program Provider has a copyright on/to such Work Product and the Program Provider may possess, distribute, or otherwise use such Work Product in any manner. All rights belong to the Program Provider.
Non-Use of Work Product. The Client agrees that they shall not blog, post, or in any other way publish the work product produced without express written consent from the Program Provider. The work product cannot be used, sold, shared, or used in any other capacity on the Client’s website or in any advertisement whether social media, print, online, television, or any other publication.
Confidential Information. Program Provider will make available to the Client certain Confidential Information of Program Provider which will enable him or her to optimize the performance of his or her duties to Program Provider. In exchange, the Client agrees to use such Confidential Information solely for the Program Provider’s benefit. Notwithstanding the preceding sentence, the Client agrees that the Program Provider shall have no obligation to provide or otherwise make available to the Client any of its Confidential Information. “Confidential Information” means any Program Provider proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists, and customers (including, but not limited to, customers of Program Provider on whom the Client called or with whom he or she became acquainted during the term of the Agreement), markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed to the Client by Program Provider either directly or indirectly in writing, orally or by drawings or observation of parts or equipment. Confidential Information does not include any of the foregoing items which have become publicly known and made generally available through no wrongful act or omission of the Client or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof.
Strictest Confidence. The Client agrees during the term of the Agreement with Program Provider and at all times thereafter, to hold in strictest confidence, and not to use, except for the exclusive benefit of Program Provider, or to disclose to any person, firm, or corporation without the written authorization of Program Provider, any Confidential Information of Program Provider.
Survival of Confidentiality Obligation. The Client understands and agrees that while he or she may still be in the preliminary contracting process with Program Provider, may not have yet entered into the Agreement with Program Provider, and may or may not ultimately enter into the Agreement, the confidentiality obligations of this Paragraph shall survive and remain binding upon the Client without regard to whether the Agreement is ever entered into between Program Provider and the Client.
Significant Value. The Client acknowledges that he or she will derive significant value from Program Provider’s provision of Confidential Information, including Program Provider’s business model, organizational structure, trade secrets, and customer and supplier contacts and information. The Client further acknowledges that his or her fulfillment of the obligations contained in this Agreement, including, but not limited to, his or her obligation neither to disclose nor to use Program Provider’s Confidential Information other than for Program Provider’s exclusive benefit is necessary to protect Program Provider’s Confidential Information and to preserve the value and goodwill of Program Provider.
Non-Disclosure. The Client agrees to refrain from disclosing any Program Provider assets or trade secrets, including but not limited to client lists, project dates, operation methods, pricing details, contracts, and similar verbiage, or other confidential information. The Client agrees to take reasonable security measures to prevent any accidental disclosure of this information.
The Client agrees to pay to Program Provider liquidated damages of $7,000 per occurrence, not as a penalty, if any violation of this Non-Disclosure clause is proved or admitted.
Disparagement. The Parties agree that, at all times during this Agreement, they shall use reasonable and good faith efforts to ensure that neither party engages in any vilification of the other, and shall refrain from making any false, negative, critical, or disparaging statements, implied or expressed, concerning the other, including, but not limited to, management style, methods of doing business, the quality of products and services, role in the community, or treatment of Client. The Parties further agree to do nothing that would damage the other’s business reputation or goodwill; provided, however, that nothing in this Agreement shall prohibit either party’s disclosure of information which is required to be disclosed in compliance with applicable laws or regulations or by order of a court or other regulatory body of competent jurisdiction.
No Reverse Engineering. The Client understands that they are prohibited from reverse engineering, or attempting to reverse engineer any or all of the Program Provider’s work product, code, software, or any of their intellectual property. Additionally, the Client may not violate the security of the Program or the Website through any unauthorized means or methods, may not attempt to circumvent any encryption, security tools, or other devices protecting this information for the purposes of obtaining this information, data mining, or interfering in the Program Provider’s network.
No Data Collection For Email Distribution. The Client is strictly prohibited from using the Course for illegal spam activities, including gathering email addresses and personal information from other clients or the Program Provider, or sending any mass commercial emails.
Program Provider’s Content. In accordance with this Agreement, Program Provider owns all copyrights in any and all work(s) it creates or produces pursuant to federal copyright law (Title 17, Chapter 2, Section 201-02 of the United States Code), whether registered or unregistered. Any and all products, whether tangible or intangible, produced or created in connection with, or in the process of fulfilling this Agreement, are expressly and solely owned by Program Provider and may be used in the reasonable course of Program Provider’s business. This includes the Website, Course, and all of the associated Materials or Services contained within it. The Program Provider also holds all of the rights in any and all trademarks, service marks, trade secrets, patents, and any other intellectual property associated with this Agreement.
Content Created By The Client. Through the Client’s participation in the Program and their use of the Website, they may be permitted to post materials to the Program pages and other parts of the Website ("User Contributions"). The Client hereby grants the Program Provider a royalty-free, non-exclusive, worldwide license to copy, display, use, broadcast, transmit and make derivative works of User Contributions the Client posts. The Program Provider claims no further proprietary rights in the Client’s User Contributions.
The Client also agrees to comply with the "Acceptable Use" and “Harassment and Safety” provisions of this Agreement for all User Contributions that they post, including and especially to not violate the intellectual property rights of any third party through their User Contributions. If the Client feels that any of their intellectual property rights have been infringed or otherwise violated by the posting of information or media by another of the Program Provider’s users, they may contact the Program Provider.
TERM OF AGREEMENT
This Agreement will become effective on the date set forth above and will terminate on the date either party terminates this Agreement as provided below.
TERMINATION AND BREACH
Termination of Agreement. Either party may terminate this Agreement at any time if either party breaches any provision, material covenant, commitment, or obligation under this Agreement and if such breach remains uncured: (i) in the event of a monetary breach, ten (10) calendar days following written notice thereof; and (ii) in the event of a non-monetary breach after thirty (30) days following written notice thereof. Notification of breach should be specified in writing and specifying such breach in reasonable detail. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either Party. Upon termination of this contract for any reason, the Client will be responsible for all expenses incurred prior to contract termination. All payments are non-refundable, and all monies paid will be considered liquidated damages. Termination shall be in addition to any other remedies that may be available to the non-breaching Party.
Remedies. Notwithstanding anything contained in this Agreement to the contrary, the Client’s sole remedy for an actual breach by Program Provider of its obligations under this agreement, shall be a termination of this Agreement and a refund of the Retainer and other monies collected hereunder up to the date of such breach, or, at the option of Program Provider, the replacement of services or items. In no event shall Program Provider be liable for monetary damages, whether in tort, for breach of contract, or otherwise, under this Agreement for an amount in excess of the initial payment and any other monies paid hereunder. Any refunds may take up to one hundred twenty (120) days to process and complete.
In the event that the Program Provider breaches the contract, the Client agrees to indemnify and hold harmless the Program Provider from any incidental, punitive, or other damages in excess of the amount of the contract. In the event of a breach of this Agreement on the part of the Program Provider, both parties agree that the sole and exclusive remedy is reimbursement of funds, minus a reasonably accurate percentage of services rendered. These recoverable damages shall not exceed the amount agreed upon and actually paid to the Program Provider.
In the event that the Program Provider cancels the contract due to a breach or breaches of the contract by the Client, then the Client will not be entitled to any refunds or returns of the monies already paid under this contract. The Client also forfeits any and all rights that they may have in any products produced by the Program Provider.
Force Majeure. Each of the following shall be defined as a “Force Majeure Event”: (a) acts of God; (b) casualty or natural disasters (including, without limitation, fire, earthquake, explosions, hurricane, flooding, storms, blizzards, infestations, epidemic, or pandemic); (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riots, insurrection, or other civil unrest; (d) government order, law, or act (or failure to act); (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, lockouts, labor disputes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; (i) personal incidents such as accident, death in the family, illness, medical or health condition, or sudden tragic circumstances; or (j) any other reason not within the reasonable control of the party delayed in performing (whether similar or dissimilar to the foregoing events).
If either party shall be prevented from performing under this Agreement by reason of a Force Majeure Event, then such non-performing party shall not be in default under or in breach of this Agreement as a result. The non-performing party shall give notice of its inability to perform to the other party within five (5) days after the Force Majeure Event, though performance shall still be excused even if notice isn’t given. The non-performing party shall use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event, and the non-performing party shall resume the performance of its obligations as soon as reasonably practicable after the end of the Force Majeure Event. The provisions of this Section shall not operate to excuse Client from timely payment to Program Provider.
LIMITATION OF LIABILITY
Limitation of Remedies. The Program Provider’s liability is limited to the return of payments received, minus the current value for any services already performed. Furthermore, except as stated herein, both parties (including on behalf of the Client and their families) agree to waive and release each other, and all of their representatives, from all claims of harm or damages related to or arising from this Agreement, including all tort claims, claims for emotional distress, and all claims of consequential or indirect damages, including loss of reputation, profits, use or income.
Disclaimer. The Program and Website are provided for informational purposes only. The Client acknowledges and agrees that any information posted in the Course, in the Materials, or on the Website is not intended to be legal advice, medical advice, or financial advice, and no fiduciary relationship has been created between the Client and the Program Provider. The Client further agrees that their participation in the Program is at their own risk. The Program Provider does not assume responsibility or liability for any advice or other information given in the Program, in the Materials, or on the Website.
Loss of Data. The Program Provider shall not be liable or held responsible for any loss or damage that may result from any disclosure or loss of information that may result from security breaches or lapses of security for the Client’s account. The Client understands that they are using the Program and Website at their own risk.
Loss of Service. Under some circumstances, the Program Provider shall turn off or disable the Website and the Program for routine maintenance or emergency services on either a routine or an unscheduled basis. The Client understands and agrees that they shall not hold the Program Provider liable for any interruptions of services, either caused by the Program Provider or by a third party. Although the Client’s experience with the Program or the Website will be affected by this, they agree that the Program Provider shall not be held responsible for any loss or damage that they may incur as a result of this.
The Client hereby agrees to indemnify, release, discharge, and hold harmless the Program Provider and his/her heirs, legal representatives, assigns, employees, agents, or any persons acting under permission or authority of the Program Provider from any and all claims, demand action, cause of action, damages, losses, liabilities, deficiencies, judgments, settlements, penalties, fines, costs, or expenses of any kind, including reasonable legal and professional fees which may be made or brought against the Program Provider or which the Client may suffer or incur as a result this contract or services provided by the Program Provider. This includes but is not limited to 1) breach or non-fulfillment of any representation, warranty, or covenant in this Agreement, 2) any negligent or more culpable act or omission, 3) any bodily injury, death, or damage to property, 4) and any failure to comply with federal, state or local laws, regulations, or codes in performance under this Agreement. It is the Client’s responsibility to reconcile any conflicts between Client’s Agreement with Program Provider and Client’s agreements with other third parties.
Mediation. If a dispute arises out of or relates to this Agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure.
Arbitration. Any and all disputes or disagreements arising between the Parties out of this Agreement upon which an amicable understanding cannot be reached shall be decided by arbitration in accordance with the procedural and substantive rules of the American Arbitration Association. The Parties agree to be bound by the decision of the arbitrator(s). The arbitration proceeding shall take place in Washington County, Utah unless another location is mutually agreed to by the Parties. The cost and expenses of the arbitrators shall be shared equally by the Parties. Each party shall be responsible for its costs and expenses in presenting the dispute for arbitration.
Attorney’s Fees. If any litigation is brought by either party against the other either to enforce the rights of any party hereto or to clarify rights and obligations hereunder, the substantially prevailing party shall be entitled to recover from the other party thereto the reasonable costs and expenses, including reasonable attorney’s fees and costs, of such proceeding.
Damages. Notwithstanding any other provision herein, it is expressly understood and agreed that neither Program Provider nor Client shall have any liability for consequential, special, punitive, or treble damages with respect to any of the agreements or covenants of this Agreement.
All notices, requests, claims, demands, and other communications between the parties shall be in writing and shall be deemed delivered when (a) delivered in person, (b) electronically mailed, or (c) deposited in the United States mail with postage prepaid to the address as either party may specify in writing.
Affiliate Marketing & Advertising. The Program Provider engages in affiliate marketing whereby they receive a commission on or percentage of the sale of goods or services on or through the Course and/or Website. They may also accept advertising and sponsorships from commercial businesses or receive other forms of advertising compensation. This disclosure is intended to comply with the US Federal Trade Commission Rules on marketing and advertising, as well as any other legal requirements which may apply.
No Waiver of Rights. The failure of either party to the Agreement to exercise any of its rights under this Agreement at any time does not constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach.
Governing Law. This Agreement shall be governed by the laws of the State of Utah, without reference to rules governing choice and/or conflicts of law. Parties agree and consent to the jurisdiction of the appropriate court in the County of Washington in the State of Utah to resolve any dispute arising under this Agreement (and agree not to commence any action, suit, or proceeding relating thereto except in such courts).
Headings. All descriptive headings in this Agreement are inserted for convenience only and shall be disregarded in construing or applying any provision of this Agreement.
Counterparts. This Agreement may be executed in multiple counterparts, each of which may be an original, telecopy, or electronic file portable data format (.PDF) and all of which evidence only one agreement and only one full and complete copy of which need be produced for any purpose.
Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
Modification. The Program Provider reserves the right to from time to time and at any time without notice to the Client, modify this Agreement. The Client agrees that the Program Provider is fully entitled to modify this Agreement, or make any revisions to its content. The Client agrees that all modifications to this Agreement that shall be made are to be considered in full force and effect immediately at the time they are posted to the Website. All modifications or other variations will replace all prior versions of this Agreement unless those previous modifications are specifically referenced to or incorporated into the newest version of the modified Agreement.
Entire Agreement. This Agreement constitutes the entire agreement between the parties, supersedes any prior understandings or agreements, written or verbal, between the parties, and may not be amended except by a written instrument signed by the Parties.
Acknowledgments. Each party acknowledges that he or she has had an adequate opportunity to read and study this Agreement, to consider it, to consult with attorneys if he or she has so desired.
Commencement. The term of the Agreement will commence upon the execution hereof and continue for the duration of any working relationship between the parties identified above. Any change or further limitation of this time period shall be in writing and signed and agreed upon by both parties. This agreement shall be binding regardless of the amount of work performed by the Program Provider.
No Waiver. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
Assignment. Neither party shall assign, encumber, pledge or transfer any interest in this Agreement without the written consent of the other party, which consent may be withheld in the sole discretion of the other party.
The Parties agree to the terms of this Agreement above.