This Agreement is made and entered into on purchase date (“Start Date”) between The BossBabe Société, a California Corporation, (“Hereinafter referred to as “Coach” and purchaser, (Hereinafter referred to as “Client.”)
Coach and Client hereby voluntarily and willingly agree as follows:
For good and valuable consideration of nine thousand, nine hundred and ninety seven dollars ($9997), Client has agreed to purchase ICON Mastermind (hereinafter “Program”). In exchange, Coach agrees to provide the services outlined in the Program Details below, and Program Outline attached hereto. Client understands and agrees that Coach will utilize suitable methodologies in accordance with Client’s needs, and in accordance with her/her training.
1. Program Details
a. The ICON Mastermind is a 3 month program designed to create a passive income product and a scalable online business model.
b. Coach will provide the services outlined in detail in the attached Program Outline Addendum. Client confirms he/she has read the Program Outline Addendum, asked Coach any and all necessary questions, and conducted any research necessary to feel he/she understands what is (and isn’t) being provided in Program.
a. This Agreement is considered a mutual non-disclosure agreement, meaning both Client and Coach agree not to disclose, reveal, or make use of any confidential information learned by either party during discussions, coaching sessions, calls, emails, or otherwise. Such “Confidential Information” includes, but is not limited to, financial information, coaching strategies, exercises, or other methodologies Client learns as a result of working with Coach, plans or outlines for future programs or packages, information contained in documents or any other original work created by Coach, and any and all other intellectual property (discussed below.)
b. Client and Coach agree that the responsibility to refrain from disclosing or sharing any and all Confidential Information learned as a result of Client working with Coach shall survive the expiration of this Agreement and Coach’s services. This means Client and Coach both agree to continue to keep Confidential Information private, even after the completion of working with Coach.
c. Should Client breach this provision and disclose confidential or proprietary information belonging to Coach or another participating in the Program, Client understands additional action may be taken by Coach up to and including legal action.
d. Client also understands that due to the “group” nature of the Program, he/she may also obtain access to or otherwise become exposed to confidential or proprietary information belonging to other clients within the same group program via the community chat board available to all members within the membership portal. Client understands and agrees he/she will not disclose, steal, use, distribute, copy, or otherwise share or use any proprietary or confidential information belonging to another client in the group program. Client understands if he/she violates this provision, he or she may be liable to the third-party group member for infringement. Client will hold Coach harmless from any such third-party action taken against Client for such infringement or disclosure.
3. Intellectual Property Rights
a. Client agrees and understands that Coach has created numerous original, creative works in connection with the Program, and agrees that Coach maintains all copyrights and other intellectual property rights in all original or derivative content associated with or included in the Program, whether created prior to working with Client or specifically for Client, including but not limited to: documents, charts, emails, graphs, products, systems, processes, handouts, worksheets, tutorial videos, trade secrets, marketing strategies, Facebook ad strategies, guides, and any other original work created by Coach. Client agrees she may be granted a limited right to use selected materials in the course of his or her own business, but understands that the rights remain with Coach. Nothing in this Agreement shall constitute a transfer of ownership of any Intellectual Property from Coach to Client, nor grant any license to use the information, other than that which is expressly provided throughout the course of the Program.
b. Client agrees and understands he/she is not to copy, repost, alter, publish, sell, assist others in selling, manipulate, distribute, or in any way exploit any of the content or intellectual property provided by Coach or obtained through working with Coach, without Coach’s express written consent. If such behavior is discovered or suspected, Coach reserves the right to immediately end your participation in the Program without refund, as well as access to any program or materials you may have purchased, without refund, and reserve the right to prosecute any actionable infringement or misuse to the full extent of the law.
c. Licensee Rights: Coach’s Limited License to Client: Client understands that in purchasing the Program, she/he is gaining access to view all content and information available as part of the Program, as well as any additional information or content shared with him/her by Coach as she sees fit. Client understands this means he/she will have been granted a limited, revocable, non-transferrable license to read and use the information provided for use in his/her business and life, as instructed or allowed by Coach. As a “Licensee,” Client understands and agrees that Client will not:
i. Copy, edit, distribute, duplicate or steal any information or any Content obtained through Program without written permission by Coach;
ii. Post, distribute, copy, steal or otherwise use any portion of the Program or its content without written permission by Coach, and understand that any such use may constitute infringement, which may give rise to a cause of action against Client.
iii. Share purchased materials, information, content with others who have not purchased them.
iv. Client further acknowledges and understands that any such actions including but not limited to those outlined above will likely constitutes infringement and/or theft of our work, and a violation of this Agreement and United States Federal laws.
a. Client agrees to render payment via Credit Card, ACH, or Paypal and understands that the full purchase amount is due and payable upfront. Client agrees that absent an agreement regarding a payment plan with Coach, he/she must complete payment in full before becoming entitled to any products or services included within Program.
5. Payment Plan:
a. If Coach HAS offered Client a payment plan, all information regarding payment schedule is outlined in the attached Payment Plan Addendum. Should Client fail to make timely payments, or if additional payments are not able to be processed, Client understands: (1) the reminder of the Program may be forfeited until payment is made; and (2) Client will owe a five percent (5%) late fee. A payment is to be considered late if not paid within fifteen (15) days of the date it is due. Accounts that have not been paid after 30 days will be turned over to collections, and the balance of Client’s account will be come due and payable. If Client’s account is turned over to collections, Client understands and agrees he/she is responsible for any and all fees accrued, in addition to the original account outstanding balance.
b. Coach reserves the right to cancel or cease working with Client should he/she fail to make additional payments in accordance with the Payment Plan as agreed upon at the beginning of the Program. Should this occur, Client understands she is not entitled to a refund of funds already issues to Coach in exchange for work completed thus far, and it is up to the sole discretion of Coach whether Client is to have continued access to any materials made available to Client during the Program up until payments were missed.
6. Refund Policy
a. Coach is not able to offer refunds once Client has purchased the Program. Client understands this provision, and agrees that he or she is not entitled to a refund once payment has been issued to Coach.
b. Should Coach experience an unforeseen event causing her or her team to become unavailable or otherwise unable to complete the Program, Client may be entitled to a partial refund on a case-by-case basis, based upon the portion(s) of the Program unable to be delivered by Coach. Reasonable, minor changes or modification to the Program made by Coach do not qualify as an inability to deliver services, and do not qualify Client for a refund.
c. Client further agrees and understands that changing his/her mind about the Program, failing to follow through or understand the details of the Program, not experiencing the results he/she expected or desired, or experiencing any other similar situations does not entitle her to a refund.
a. Client agrees at all times to defend, fully indemnify and hold Coach and any affiliates, agents, team members or other party associated with Coach harmless from any causes of action, damages, losses, costs, expenses incurred as a result of Client’s use of Program, as well as any third-party claims of any kind (including attorney’s fees) arising from his/her actions as a direct or indirect result of Client’s participation in Program. Should Coach be required to defend herself in any action directly or indirectly involving Client, or an action where we decide Client’s participation or assistance would benefit Coach’s defense, Client agrees to participate and provide any evidence, documents, testimony, or other information deemed useful by Coach, free of charge.
8. Voluntary Participation
a. Client understands and agrees that he/she is voluntarily choosing to enroll in Program and is solely responsible for any outcomes or results. While Coach believes in her services and that Program is able to help many people, Client acknowledges and agree that The BossBabe Société, a California Corporation is not responsible nor liable to Client should Client sustain any injuries, incur harm, or encounter any negative ramifications. Client agrees that he/she is fully responsible for his/her health and well-being, including participation in Program and any results therein.
a. Client agrees and understands that Coach cannot guarantee any specific results, outcomes, or changes to Client’s current situation, and will hold Coach harmless if he or she does not experience the desired results. Client is entering into this agreement voluntarily and of his or her own free will, and readily understands that he or she may or may not experience results desired, or achieved by other clients of Coach.
b. Client understands that all services provided by Coach in connection with the Program being purchased are provided on an “as is” basis, meaning it is without any guarantees, representations, or warranties, including but not limited to warranties relating to quality, non-infringement, fitness for a particular purpose, merchantability, or expectation or course of performance. Client is choosing to purchase this Program and work with Coach on a purely voluntary basis and does not hold Coach responsible should Client become dissatisfied with any portion of the Program.
c. Client agrees that he/she does not have a cause of action, legal remedy, and is not entitled to a refund should he/she not achieve the results desired following completion of his or her work with Coach, as long as Coach delivers the Program as described in Paragraph 1 above, or similar substitutes, upon additional agreement by Coach and Client.
d. Earnings Disclaimer: Coach also does not make any guarantees or assurances regarding a particular financial outcome based on use of Program, nor is Coach responsible for Client earnings, or any increase or decrease in finances based upon information within Program. Any information or testimonials regarding past or current clients’ participation in programs, or working with Coach contained on Website or in sales material that contain financial information are individual, and results may vary.
10. Dispute Resolution
a. Should a dispute arise between Coach and Client, the parties agree to attempt to resolve by good-faith negotiations and discussions. (Client agrees that failure to see results is not a basis for a “dispute” and agrees he or she does not hold Coach responsible for any specific results, or those results which have been achieved by other clients of Coach.) If unable to reach a resolution informally, Client and Coach agree that all disputes will be submitted for Arbitration by the American Arbitration Association, to be completed in Augusta, Georgia, within a reasonable amount of time. Client and Coach agree to participate in the arbitration process in good faith and in a manner that will effectively and efficiently resolve the dispute at hand, including the exchange of any materials, documents, or information. The decision made by the arbitrator is to be final and binding on both parties, and is not to be appealed or otherwise set aside. It is to be enforceable in any court of proper jurisdiction as a judgement of law or decree.
11. Applicable Law
a. This Agreement shall be governed by and under control of the laws of Georgia regardless of conflict of law principles, and regardless of location of Client. Client understands this and agrees that the laws of Georgia are to be applicable here.
a. This agreement is not to be altered, amended, changed, extended, or considered waived without execution of an additional addendum signed by both Client and Coach, or a party authorized to sign on behalf of either party.
Client and Coach agree this Agreement constitutes the entire agreement between Coach and Client, taking place of and superseding any and all prior agreements, discussions, correspondence, or proposals between parties. Client understands that if a portion of the Program or an expectation is not included in this Agreement, it does not apply and is not included within the Program. Client has taken any necessary measures to discuss further and have any questions answered by Coach or Coach’s team, and is in full agreement with the terms outlined herein.
Addendums: Program Outline; Payment Plan
PROGRAM OUTLINE ADDENDUM
Client understands, acknowledges, and agrees he/she is purchasing the ICON Mastermind. Once the Program is purchased the Program is to continue for a period of 3 months. During this time, Coach will provide the following products and/or services:
Private 1-hour On-boarding Strategy Call with your coach;
13 weekly group calls with your dedicated coach to review your progress and help you take the next steps;
3 Monthly group calls with Shannan Monson;
Access to the resources for our 4-part program that teaches you how to create and scale a passive income product that runs smoothly;
Access to the private ICON Mastermind Slack where you can interact with Mastermind members and the SM Team
Modules: Coach will make available 4 modules, to be made available upon purchase of Program, via Membership Site, released monthly. These Modules are intended to release proprietary information created by Coach for personal benefit of Client. Client agrees and understands that he/she is not to share, copy, distribute, or otherwise use (other than that which is expressly allowed) the information provided to her as a result of her participation in the program.
Private Calls: Client understands he/she is entitled to 13 1-hour small group calls with Assigned Coach on a weekly basis as part of the Program. Client understands he/she is to schedule each call with Coach via email.
Should Coach need to reschedule call, Coach will do everything possible to provide client with as much notice as possible, and to reschedule to a mutually agreeable time. If Client is unable to attend the call, he/she agrees to cancel or reschedule at least 24 hours before the scheduled sessions. If cancelation is made within 24 hours of the scheduled call, Coach will take reasonable measures to reschedule call for Client. If Client is a “no show” for the call and does not provide any advance notice that he/she will not able to make the call, Client understands Coach is entitled to cancel the call without rescheduling, and may cause Client to forfeit the call.
Slack Group Access: Client may also be granted access to a private group on Slack organized by Coach as part of the individual coaching package. If granted access, Client agrees to use common sense when posting or responding to others’ in the group, and agrees to refrain from posting any negative or unnecessary comments.
Should Client choose to post anything in this Slack group, Client is agreeing and acknowledging he or she will not post anything that could harm Coach or another user, or include anything defamatory, harmful, hurtful, or otherwise upsetting. Client understands that if he/she makes the decision to post content that constitutes cyber bulling, Client’s comments will be removed immediately, and Coach reserves her right to take action against Client to the full extent of applicable laws.
PAYMENT PLAN ADDENDUM
Client and Coach hereby agree to the following payment plan and payment schedule in order to purchase the above-referenced Program belonging to Coach, as outlined in the above Agreement and Program Outline Addendum.
1. Cost ofProgram
a. Client agrees and understands that the cost of Program, when paid in installments, is $11,988, payable in monthly increments of $2,997. Client understands he/she has been provided with the option to either pay an upfront, one-time cost of $9.997, or monthly installments of$2,997, for a total investment of $11,988 and agrees that he/she is electing to pay in installments. Client is to issue payments to Coach as follows: initial payment of $2,997 on purchase date followed by 3 monthly installments of $2,997 every 30 days.
2. Method of Payment
a. Client agrees to render payment via credit card, debit card, or PayPal and understands he/she will be charged in the amounts outlined above, on the corresponding due dates of each installment payment. Should the appropriate method of payment change at any point during the above outlined schedule, Client agrees he/she will promptly notifyCoach and/or Coach’s Team to ensure payments are not missed.
3.Missed / Failed Payments
Should Client fall behind in payments, or if additional payments are not able to be processed, Client understands:
(1) Client will have a fifteen(15) day grace period to make the required installment payment upon receipt of invoice;
(2)Client will owe a late fee of 5% should Client fail to make the required payment after the grace period has expired;
(3) the reminder of the Program may be forfeited if payment is not made thereafter, and Client understands he/she may be subject to collections or other forms of legal action in order to collect payment.
Coach reserves the right to cancel or stop working with Client should he/she become unable to make the additional payments in accordance with the Payment Schedule outlined above. Should this occur, Client understands she is not entitled to a refund of funds already issues to Coach in exchange for work completed thus far, and it is up to the sole discretion of Coach whether Client is to have continued access to any materials made available to Client during the Program up until payments were missed.