TMMB MASTERMIND CLIENT AGREEMENT
LAURA SINCLAIR CLIENT AGREEMENT This is a Program Agreement (the “Agreement”) dated per the below, (the “Effective Date”) by and between THIS MOTHER MEANS BUSINESS (“Company”) and the below signed (“Client”), each a “Party” and together the “Parties.”
The Parties agree to the following terms.
1. THE COMPANY’S RESPONSIBILITIES. Company will perform the following services for Client as part of it’s Ambition Mastermind (the “Program”):
1. Host group 60 min mentorship calls via Zoom (2 per month)
2. Host four 60 min private mentorship 1:1 calls to be used over the 12 months (one call per three-month period)
3. Provide access to the private Slack group for 12 months from program start
4. Provide access to the program dashboard and check-in portal
5. Provide a one day in person experience in the Greater Toronto Area to be used over the 12 months (transportation and overnight accommodation not included)
2. THE CLIENT’S RESPONSIBILITIES. Client agreements to engage in the following behaviour:
Client shall:
1. Be respectful of all coaches and students in community
2. Participate in coaching calls and engage in the Slack community.
3. Take responsibility for his/her own wellbeing and results.
4. Keep all personal information shared by coaches and students confidential.
5. Never share program content with anyone outside of the program.
6. Never copy, plagiarize, or attempt to recreate program content and claim as your own.
7. Attend calls as scheduled, prepared with course work complete.
3. THE MESSAGE BOARDS AND OTHER SOCIAL MEDIA WEBSITES.
1. Company may host Facebook groups, message boards, chats and other public forums. Any user failing to comply with the terms and conditions of this Agreement may be expelled from and refused continued access to, the message boards, chats or other public forums in the future. Company or its designated agents may remove or alter any user-created content at any time for any reason.
2. Groups, chats and other public forums are intended to serve as discussion centers for users and subscribers. Information and content posted within these public forums may be provided by Company staff, Company's outside contributors, or by users not connected with Company, some of whom may employ anonymous user names. Company expressly disclaims all responsibility and endorsement and makes no representation as to the validity of any opinion advice information or endorsement and makes no representation as to the validity of any opinion, advice, information or statements made or displayed in these forums by third parties, nor are we responsible for any errors or omissions in such postings, or for hyperlinks embedded in any messages. Under no circumstances will we, our affiliates, suppliers or agents be liable for any loss or damage caused by your reliance on information obtained through these forums. The opinions expressed in these forums are solely the opinions of the participants, and do not reflect the opinions of Company or any of its subsidiaries or affiliates.
3. Company may monitor content posted on Facebook groups, message boards, chats and other public forums, but has no duty to do so.
4. Using a third-party social media platform, message board, or forum will subject Client to the terms and conditions of that third-party website. Client is encouraged to read those terms and conditions before using the third-party’s website.
4. TERMINATION
1. Company may terminate this agreement if:
a. Client becomes disruptive or difficult to work with;
b. Client fails to follow the terms of this agreement; or
c. Any other reasons Company sees fit.
2. Client may terminate this agreement at any time for any reason it sees fit.
3. Upon termination of this Agreement, Company will immediately revoke Client's right to use the Program and block all access to its account, and may anonymize or delete all data and information associated with Client’s account thirty (30) days after such termination. Upon termination of this relationship, Client will remain obligated to pay any accrued charges and amounts which become due for payment prior to or following termination. There is a $1500 cancellation fee if the Client chooses to terminate this Agreement prior to the 12-month commitment provided the Client has not attended the in person event, and a $3000 cancellation fee if the Client chooses to terminate this agreement prior to the 12-month commitment and the client has attended the in person event, in addition to owing the prorated amount for time in the program.
5. PAYMENT
1. Client will be required to provide account information for at least one valid credit card through the Company’s payment page (“Credit Card Information”). We will use this Credit Card Information to process agreed upon payment in accordance with this Agreement.
2. We are not liable for any payments that are not completed because: (1) your credit card account does not contain sufficient funds to complete the transactions or the transactions would exceed the credit limit or overdraft protection of the credit card account; (2) You have not provided us with correct payment account information; (3) your credit card has expired; or (4) of circumstances beyond our control (such as but not limited to, power outages, interruptions of cellular service, overzealous fraud protection rules applied by your payment card brand or acquirer bank, or any other interface from an outside force).
3. All payment is exclusive of any taxes or duties imposed by jurisdiction tax law. The Company will not be responsible for any taxes or duties owed by you.
4. Client agrees to pay all fees incurred by Company in order to collect payment from Client, including reasonable attorney fees.
6. REFUND POLICY. All sales are final and no refunds will be afforded and you waive any rights to chargeback your purchase with your credit card processor. Subscriptions will not be prorated if cancellation occurs during a billing cycle. Client is not entitled to a refund if either Party terminates this Agreement under Section 4.
7. NO GUARANTEED OUTCOMES. I understand that Program outcomes can be subjective and can vary greatly depending upon individual circumstances and individual effort invested in the Program process. Joining this program does not guarantee that I will take any specific action and does not offer any guarantee of success. As such, I understand that the Company makes no guarantee, representation or warranty of any nature or kind that this program will be effective or will result in any particular outcome. I agree that I will not hold the Company responsible, in whole or in part, for any result that I do or do not achieve.
8. ASSUMPTION OF RISKS. I understand that participating in this Program entails risks and challenges associated with an intensive program of personal and business development, including, by way of example, physical, mental or emotional distress that may accompany significant life changes. By signing this Agreement, I am freely and voluntarily assuming the risks arising from my participation in the Program (including risks that cannot be foreseen at this time). I take full responsibility for my business’ health, my personal health and well-being, my actions and decisions, and my personal care during my Program engagement and thereafter.
9. CONFIDENTIALITY
1. "Confidential Information" means any information that is treated as confidential by a party, including but not limited to all non-public information about its business affairs, products or services, Intellectual Property Rights, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether disclosed orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential.” Confidential Information shall not include information that: (a) is already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Receiving Party; (c) is developed by the Receiving Party independently of, and without reference to, any Confidential Information of the Disclosing Party; or (d) is received by the Receiving Party from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information.
10. INTELLECTUAL PROPERTY
1. Client agrees that all intellectual property related to the Program is the sole property of the Company. Client agrees not to infringe on the Company’s intellectual property rights or use Company’s intellectual property in a manner that exceeds the scope of this Agreement.
11. REPRESENTATION AND WARRENTIES
1. Each party represents and warrants to the other party that:
a. It is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization
b. It has the full right, power, and authority to enter into, and to perform its obligations and grant the rights and licenses it grants or is required to grant under this Agreement;
c. The execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and
d. When executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
e. Developer represents, warrants, and covenants to Customer that Developer will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement.
2. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION MUTUAL REPRESENTATION SECTION, ALL THE SERVICES/PRODUCT ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING,
USAGE, OR TRADE PRACTICE.
12. LIMITATION ON LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL COMPANY, OUR SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, INCLUDING OUR MESSAGING, BLOGS, COMMENTS OF OTHERS, BOOKS, EMAILS, PRODUCTS, OR SERVICES, OR THIRD-PARTY MATERIALS, PRODUCTS, OR SERVICES MADE AVAILABLE THROUGH THE SITE OR BY US IN ANY WAY, EVEN IF WE ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. (BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THE LIABILITY OF OUR SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.) CLIENT SPECIFICALLY ACKNOWLEDGES AND AGREE THAT THE COMPANY IS NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER. IF CLIENT IS DISSATISFIED WITH THE SITE, ANY MATERIALS, PRODUCTS, OR SERVICES ON THE SITE, OR WITH ANY OF THE SITE'S TERMS AND CONDITIONS, CLIENT’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND THE PRODUCTS, SERVICES AND/OR MATERIALS.
13. INDEMNITY. In addition, on my own behalf and on behalf of my heirs, next of kin, family members, estate, beneficiaries, executors, administrators and representatives, I covenant and agree that (i) I will not institute or attempt to institute any legal action, arbitration, demand or proceeding against any member Company based upon any Released Claim, and (ii) I will indemnify, defend and hold Company and each of them from and against any losses, claims, liabilities, expenses or damages, including attorneys’ fees and costs, incurred in connection with the defense of any Released Claim or any other breach of my obligations under this Agreement.
14. DISPUTE RESOLUTION. If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in the city TORONTO, ONTARIO, CANADA.. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to a mutually agreed-upon arbitrator in the city of TORONTO, ONTARIO, CANADA. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs of arbitration, including attorney fees, will be allocated by the arbitrator. At no point shall Company be liable to Client for more than the amount Client paid Company over the previous 12-month period.
15. CHOICE OF LAW. This Agreement and the interpretations of its terms shall be governed by the province of ONTARIO and construed in accordance to the laws of the province of ONTARIO and subject to exclusive jurisdiction of the federal and provincial courts located in the state of ONTARIO.
16. ASSIGNMENT AND DELEGATION. The Parties may not assign or subcontract any rights or delegate any of its duties under this Agreement without Contractor's prior written approval. Further Assurances. On a party's reasonable request, the other party shall, at such other party's sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, necessary to give full effect to this Agreement.
17. RELATIONSHIP OF THE PARTIES. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
18. MODIFICATION. This Agreement may be amended, modified, or supplemented only by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving.
19. ENFORCEABILITY. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.
20. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter.
