By clicking “Buy Now,” “Purchase,” “Agree,” or any other phrase on the purchase button, entering your credit card information, or otherwise enrolling, electronically, verbally, or otherwise, you (“Participant” or “Client”) agree to the terms and conditions of the contracted professional weight, mindset and body confidence coaching Services (as described below) by Brenda Lomeli, LLC, a Limited Liability Company, incorporated under the laws of the State of Arizona, having an address of 8825 N. 23rd Ave, Suite 100, Phoenix, AZ 85021, (hereinafter referred to as "Company").

Your purchase creates a legally binding agreement with the Company, subject to the following terms and conditions.     

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is mutually hereby acknowledged, the Company and the Participant (individually referred to herein as "Party" and collectively as "Parties") agree as follows:

1. SCOPE; TERM

This Agreement sets forth the terms and conditions whereby Company agrees to provide professional weight, mindset and body confidence coaching Services (as described below) for a duration of six (6) months or twenty-four (24) weeks. Company will be engaged for the limited purpose of providing these Services to the Participant.

2. APPOINTMENT

Services. Participant appoints Company to provide access to The Last 10 program as more fully described below ("Services"). The Last 10 program is a six (6) month or twenty-four (24) weeks coaching program designed to provide clients with strategy, coaching, and structure to support their weight loss and mindset journey. The Last 10 program start date commences upon purchase and/or the displayed enrollment cycle. The Program end date shall be defined as twenty-four (24) weeks after the start date (“Program End Date”).

The Services that shall be delivered includes the following components:

a) The Last 10® ‘DAILY LOG’. 

• • The Participant is responsible for tracking their weight, food and emotional/brain management on a daily basis for the duration of the Program. The Commitment is seven (7) days a week for twenty-four (24) weeks via The Last 10® ‘DAILY LOG’ (either digitally or in writing).
    

b) The Last 10® ‘MONTHLY EVALUATION’. 

• • The Participant is responsible for submitting a monthly evaluation which is a self-assessment of their Program progress as of the date of submission. The Commitment to submit The Last 10® ‘MONTHLY EVALUATION’ is on a monthly basis (approximately every 30 days) via Slack.

Important: Completing The Last 10® ‘DAILY LOG’ with your daily information and ‘MONTHLY EVALUATION’ consistently will be key to your success in The Last 10 program. The level of consistency (daily) enables the Participant to truly develop the skills necessary for redesigning their weight loss results and mindset during the duration of their 24-week experience.

c) Access to The Last 10® Program site (Last 10™ Modules/curriculum) The Last 10® curriculum modules: You will receive your personal access information so that you can log-in to the program site and complete new training module(s) each week during the 24-week program. Each module in The Last 10® training program will equip you with the information and mindset strategies to transform your weight result.     

• • Participants will have lifetime access to the trademarked curriculum (video training modules, worksheets, PDFs) of The Last 10 program on the program site- even after the completion of your 24- week program. “Lifetime access” shall be defined as so long as the Company is providing support and access to the Program.

d) Weekly Live Coaching Calls (via Zoom).

• • Weekly Live Coaching Sessions which are offered each week at the specified day/time to further support your weight loss process and facilitate the successful implementation and development of new skills learned for continued weight loss results & breakthroughs.

e) Access to The Last 10® online coaching support for ongoing coaching support Monday through Fridays.

• • Access to The Last 10® online coaching for coaching support (Monday-Fridays) during your 24-week weight loss coaching process. This online coaching support is offered Monday - Friday which supports, participants will be able to ask questions and ask for coaching support as needed. Participants are not limited in the amount of questions you ask or support you receive. The option to continue with access (excluding observed holidays) to the online coaching platform after the completion of your 24-weeks in the program (should you want to continue) will be presented in detail (including month-to-month alumni rates, which may vary) on week number 24.

f) From time to time, the Company will offer bonuses to participants who sign up for the Program. Participant shall be entitled to any bonuses offered to them at the time of registration; however, if Participant is not responsive to Company’s request to schedule and/or deliver the bonus offer, the offer of a bonus may be rescinded at the Company’s sole discretion. Bonuses must be redeemed within the initial Term of the Program.

3. COMPANY OBLIGATIONS

This coaching relationship between the Company and the Participant is also a service provider relationship whereby the Company provides expert advice on weight loss, body confidence and mindset strategy. During the provision of Company rendering Services, the Company hereby acknowledges and agrees to the following:

a) Company shall provide Services as described in the Article 2;

b) Company will provide Participant with a positive coaching experience, in accordance with industry standards; and

c) Company will respect Participant's confidential and proprietary information including but not limited to, ideas, plans, and trade secrets ("Confidential Information"). 

4. PARTICIPANT OBLIGATIONS

During the provision of rendering Services, the Participant hereby acknowledges and agrees to the following:

a) Participant must provide any information and/or documentation needed by the Company relevant to the provision of Services or payment for the provision of Services;

b) Participant and any staff or agents of the Participant must cooperate with and assist the Company during the course of providing Services;

c) Participant must commit to following the direction and advice given by Company. Accordingly, Participant is expected to be resourceful and take full responsibility for doing the work to achieve the desired results;

d) Participant shall understand that they are solely and exclusively responsible for the choices that they make with regard to this coaching relationship, as well as how they respond to the Company's recommendations and input;

e) Participant shall understand that they are solely and exclusively responsible for their own mental health, physical health, dietary, business and financial decisions, and any other actions or inaction that they choose to take;

f) Participant shall understand that Company is not liable for any result or non-result or any consequences which may come about due to this relationship with Company; 

g) Participant shall understand when the Company creates ideas, plans, drawings, specifications, reports, advice, analyses, designs, methodologies, code, artwork, or any other Intellectual Property as required to render the provision of Services to the Participant, these created intellectual property ("Created IP"), solely belongs to the Company; 

h) Participant shall understand that they are under an obligation to not infringe upon any other program participant’s intellectual property or confidentiality rights. Therefore, Participant shall not disclose confidential information shared by any participants or agents thereof; 

i) Participant agrees to actively participate in The Last 10® coaching Service as described in Article 2. Without participation, the principles of which the Program was founded would be pointless. Therefore all participants must actually participate in the Program. If Participant fails to participate, Company reserves the right to terminate Participant’s access to the Program and all content immediately and permanently without a refund if Participant is merely “lurking.” Within the confines of this Agreement “lurking” shall be defined as: merely enrolled but not actively showing up to required calls, negligence with respect to completing assigned tasks, failing to participate in coaching, failing to complete the daily log, failing to submit monthly evaluations, and neglecting any other Participant Obligation, as assigned; and 

j) Participant shall understand and acknowledge that coaching is not a therapeutic relationship or a medical one. Therefore, Company does not provide therapy or medical services and Participant is responsible for procuring these services at Participant's own will and discretion, if needed.

Participant also agrees to use all systems and processes, and meet all deadlines stipulated by Company throughout the course of the services provided. Failure to utilize these systems and processes or failure to meet any deadline may result in forfeiture of the services components and may trigger termination of this Agreement. If services contain strategy calls or meetings which are scheduled and missed by Participant, those strategy calls or meetings may be forfeited by Participant, at the discretion of Company. 

5. PARTICIPANT COMMITMENTS

By entering into this program, the Participant acknowledges that they must complete any and all tasks, assignments, and projects requested by Company pursuant to the Services (collectively, "Tasks"), as mutually agreed upon between Company and Participant. Moreover, the Participant agrees to the following commitment statements:

a) Complete The Last 10® ‘Daily Log’ on a daily basis: As instructed throughout the course of the program including (but not limited to): 1. weight, 2. food, 3. thoughts/feelings (TFA’s) daily for the duration of my 24-week program.

b) Watch each new training module(s) weekly: Located on program site in its entirety- with complete attention and engagement (24 weeks total- with 1-2 new modules per week).

c)  Weekly coaching calls: Participant shall attend AT LEAST ONE coaching call per week. either attend live sessions (via zoom) or watch the replay which will be available for you in the 'replays' area.  

d) Ask for coaching support, as needed: Participants shall ask for coaching support at least once per week, and/or as much as needed, and be their biggest advocate in their own desired breakthroughs pertaining to their weight loss and body confidence goals.  

e) Update 'Weight Tracker' Spreadsheet Weekly: This process will enable the participant to learn the skills of collecting data/assessing results and also to truly become the expert on their  body - taking note of weight trends, other observations and personal patterns.

f) Monthly Results Evaluation: Participant shall report their monthly results evaluation via the reporting method outlined in the program monthly email.  

Moreover, the Participant acknowledges and understands the following:

g) “I am responsible for creating my results.” I understand that Company and The Last 10® program will provide me with the tools and strategies necessary to create my desired results, but I am 100% responsible for taking action, implementing the tools, doing the daily/weekly personal work necessary in order to create change in results and achieve my desired transformation.

h) "The more consistent I am, the more consistent my results will be." I understand that consistency is required for change to occur in my results. I am aware of this and am committed to be consistent in taking action, asking for coaching support as needed, and developing new skillsets in order to create my desired results.  

i) “I understand that results and testimonials vary depending on starting point, goals, and effort and that testimonials featured may have used more than The Last 10 Services or extended the program to achieve their maximum results.”

j) "I understand the 'Physical Autonomy' is a cornerstone of The Last 10 Method, and that, as such, the autonomy, agency, and decision-making capacity of each woman to decide what is best for HER body will be treated as such. Criticism or shaming of women's body decisions will not be tolerated."

6. RESPONSE TIME

Participant agrees to respond to Company no later than the following amount of time after being reached out to for communication: One (1) business day. Participant shall understand that Company is only available for communication on Monday through Friday only (excluding observed holidays), for any additional guidance please email the Company. In the event of an emergency or other similar conflict, Company will give the Participant as much notice as possible if there is the possibility of interruption to the services, whether that interruption is temporary or long-term.

7. COMPENSATION

To begin the Company's Services and become enrolled in The Last 10® program, Participant agrees to pay Company a total sum of $5000.00 (the “Compensation") or Participant may pay the Compensation in full or by increments of six (6) payments of $925.00. 

Company shall construe, whether Participant pays in full or in increments, $925.00 as a non-refundable program deposit. Participant authorizes the Company to charge their credit/debit card, cash their check/wire, or process Stripe transactions for the entire program investment as outlined in the above schedule. If more than one (1) payment is to be processed, Participant’s signing of this Agreement authorizes all future payments. Each additional payment is deducted automatically from the Client’s payment method on the same day each month. In addition, Participant authorizes Company to contact their financial institution(s) to obtain updated credit card information in the event of any declined payment.

As a condition of the Company agreeing to accept your credit card as an approved form of payment for all program services, you specifically agree to waive any rights you may have under applicable state and federal truth in lending laws or otherwise (including, but not limited to, under your credit card issuer’s procedures for resolving such disputes) to receive a temporary credit from your credit card issuer for disputed charges arising from your credit card transactions with the Company (commonly referred to as a “chargeback”). You agree that any disputes that you may raise with respect to any master account charges must be addressed directly by Participant and the Company.

Participant will not be entitled to any refund for any monies spent under this Agreement. Additionally, Participant shall not exchange the above-mentioned Services for any other Program or Service that Company or its affiliated business’ offer. If Participant wishes to terminate this Agreement prior to its planned expiration, Participant will forfeit each of the fees paid to the Company.

8. REFUND POLICY

Your satisfaction with the Program is of utmost importance to us. However, because of the extensive time, effort, preparation, and care that goes into creating and providing the Program, the Company operates with a strict NO REFUNDS policy. By signing this Agreement, paying either in full or the non-refundable installment fee, Client is committed to satisfying ALL payments for the full term of the Service.

9. CONFLICTS OF INTEREST

It shall be Participant’s responsibility to disclose any conflicts of interest or potential conflicts of interest to Company, in written form, whether such conflicts are present at the start of the Parties' relationship or arise thereafter. Participant and Company shall make a determination as to whether the conflict prevents the Parties from working together or continuing to work together. If Company decides that conflicts of interest prevents Company from providing Services effectively, Company may terminate this Agreement at any time.

10. INDEPENDENT CONTRACTOR

Neither party is by virtue of this Agreement authorized as an agent, employee, or legal representative of the other. Neither party shall have the power to control the activities and operations of the other and its status at all times will continue to be that of an independent contractor relationship.

Independent Contractor Relationship. The Parties agree that Company is an independent contractor under this Agreement and Company shall not be rendered an employee, partner, agent of or joint venturer with the Participant for any purpose. Company shall continue to provide similar Services for entities other than the Participant and holds itself out to the public to be a separate business entity. Company shall retain sole and absolute discretion in the manner and means of carrying out the activities and responsibilities under this Agreement. Company shall be responsible to the ownership and management of the Participant, but Company will not be required to follow or establish a regular or daily work schedule. Company will not rely solely on the equipment or offices of Participant for completion of tasks and duties set forth pursuant to this Agreement. Any advice given to Company regarding services performed for the Participant shall be considered a suggestion only, not an instruction or demand. Participant retains the right to inspect, stop or alter the work of Company to assure its conformity with this Agreement and Participant needs. Company and Participant agree to conform to any and all IRS tests necessary to establish and demonstrate the independent contractor relationship between Participant and Company.

Taxes & Benefits. Company will be responsible for filing its own tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Participant shall not be responsible for withholding taxes with respect to Company’s compensation. Company shall have no claim against Participant for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits or employee benefits of any kind.

11. WARRANTIES OR REPRESENTATIONS

Participant's Warranties and Representations. Participant warrants, represents and agrees that: (i) Participant has the legal power and authority to enter into this Agreement and perform Participant's obligations hereunder, and that such performance will not conflict with any contract, obligation or lawful order to which Participant is subject; (ii) Participant will devote the time and resources necessary to complete all of the Tasks in a sufficient manner; (iii) Participant will complete all Tasks within the timeframes agreed upon by the Parties; and (iv) Participant will not engage in any practice that will or may adversely affect or threaten to adversely affect Company's professional or economic standing.

Company's Warranties and Representations. Company warrants and represents that Company will devote all reasonably necessary resources, based on Company's sole professional judgment, to provide Services to Participant. Company does not warrant or represent that the Services or Tasks will guarantee that Participant will meet Participant's business or financial goals.

Participant understands that there are no guarantees made by Company regarding the information and/or recommendations provided under this Agreement. Participant acknowledges that Brenda Lomeli, LLC. has not made any guarantee of any particular result. The testimonials and examples used are not intended to represent or guarantee that anyone will achieve the same or similar results. Therefore, following any information or recommendation provided during Services are at your own risk. All products and services by Brenda Lomeli, LLC. are for educational and informational purposes only. 

The Company represents and warrants that it will render the Services using reasonable care and skill for a Company in their field and that any end products or materials provided by the Company to the Participant under the terms and conditions of this Agreement will not infringe on or violate the intellectual property rights or any other right of any third party.

Assumption of Risk. Participant understands that there are potential dangers incidental to participation in the Services, some of which may be dangerous and which may expose Participant to the risk of personal injuries, property damage, tangible or tangible harm, or even death. Participant understands and agrees that any material and/or data downloaded or otherwise obtained through the use of the website is used at their own risk and that Participant will be solely responsible for any damage to their computer system or loss of data that results from the download of such material and/or data. PARTICIPANT KNOWINGLY AND VOLUNTARILY ASSUMES ALL SUCH RISKS, BOTH KNOWN AND UNKNOWN, EVEN IF ARISING FROM THE ACTS OF COMPANY, and Participant assumes full responsibility, including all risk and all liability, for participation in The Last 10® Program.

12. DISCLAIMER

We care about your health and want you to receive the best experience possible. Please note, this is not a therapeutic program designed to treat individuals experiencing eating disorders.  The Company and the Company's team are not qualified to provide medical, mental, legal, tax, accounting or financial advice, and the information provided to Participant by the Services’ instructors is not intended as such. If you’re undereating or in need of support that is not within the scope of our services, we recommend contacting the appropriately qualified professionals.

No Guarantees. Company cannot guarantee the outcome of weight loss, or improved health and lifestyle of Participant. Company makes no guarantees. Participant acknowledges that Company cannot guarantee any results for weight loss in any capacity as such outcomes are based on subjective factors that cannot be controlled by Company. The services and Company’s comments about the outcome are expressions of opinion only.

13. PROGRAM LIMITED LICENSE

Upon the terms and conditions in this Agreement, Company grants Participant a limited, single use, non-exclusive, non-transferable, and revocable license to use and the right to access the Program at various locations worldwide, subject to the limited rights and license granted herein. The Company shall retain all rights, titles, and interests in and to the Program. The Program may not be used for any other purpose nor can Participant create derivative works inspired by or provide third-parties with access to the Program.

Participants will have lifetime access to the trademarked and copyrighted curriculum (e.g., video training modules, worksheets, PDFs, etc.) of The Last 10® on the Program site- even after the completion of their 24- week program. “Lifetime access” shall be defined as so long as the Company is providing support and access to the Program.

However, if Participant requests to cancel this Agreement, their license shall immediately terminate.

14. NON-DISPARAGEMENT

The Parties agree that neither Company nor Participant will engage in any conduct or communication with a third-party, public or private, designed to disparage the other. Neither Participant nor any of Participant's associates, employees, or affiliates will directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize, or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support, or participate in any of the foregoing), any remark, comment, message, information, declaration, communication, or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative towards the Company or towards Brenda Lomeli, LLC. or any of its clients, directors, officers, affiliates, subsidiaries, employees, agents, or representatives.

15. CONFIDENTIALITY

The existence of this coaching relationship, as well as any information that Company receives from Participant, are to be fully and completely confidential under the terms of this Agreement. Participant hereby acknowledges and agrees, however, that a Coaching-Client relationship is not considered a legally confidential relationship and therefore communications between Company and Participant are not subject to any legal confidentiality requirement or privilege. Company will not, however, disclose Participant's name or any of Participant's information without Participant's consent, unless subject to a legal requirement, such as a court order, subpoena, or law enforcement inquiry. It will be the Participant's responsibility to address any confidentiality issues with the Company.

Each Party hereby acknowledges and agrees that they and the other party each possess certain non-public Confidential Information (as hereinafter defined) and may also possess Trade Secret Information (as hereinafter defined) (collectively the "Proprietary Information") regarding their business operations and development. The Parties agree that the Proprietary Information is secret and valuable to each of their respective businesses and the Parties have entered into a business relationship, through which they will each have access to the other party's Proprietary Information. Each of the Parties desires to maintain the secret and private nature of any Proprietary Information given. "Receiving Party" refers to the Party that is receiving the Proprietary Information and "Disclosing Party" refers to the Party that is disclosing the Proprietary Information.

Confidential Information refers to any information which is confidential and commercially valuable to either of the Parties. The Confidential Information may be in the form of ideas, documents, techniques, methods, practices, tools, specifications, inventions, patents, trademarks, copyrights, equipment, algorithms, models, samples, software, drawings, sketches, plans, programs or other oral or written knowledge and/or secrets and may pertain to, but is not limited to, the fields of research and development, forecasting, marketing, personnel, customers, suppliers, intellectual property and/or finance or any other information which is confidential and commercially valuable to either of the Parties.

Confidential Information may or may not be disclosed as such, through labeling, but is to be considered any information which ought to be treated as confidential under the circumstances through which it was disclosed.

Confidential Information shall not mean any information which:

a) is known or available to the public at the time of disclosure or became known or available after disclosure through no fault of the Receiving Party;

b) is already known, through legal means, to the Receiving Party;

c) is given by the Disclosing Party to third parties, other than the Receiving Party, without any restrictions;

d) is given to the Receiving Party by any third party who legally had the Confidential Information and the right to disclose it; or

e) is developed independently by the Receiving Party and the Receiving Party can show such independent development.

"Trade Secret Information" shall be defined specifically as any formula, process, method, pattern, design or other information that is not known or reasonably ascertainable by the public, consumers, or competitors through which, and because of such secrecy, an economic or commercial advantage can be achieved.

Both Parties hereby agree they shall:

a) Not disclose the Proprietary Information via any unauthorized means to any third parties throughout the duration of this Agreement and after the termination of this Agreement;

b) Not disclose the Trade Secret Information forever, or for as long as such information remains a trade secret under applicable law, whichever occurs first, to any third party at any time;

c) Not use the Confidential Information or the Trade Secret Information for any purpose except those contemplated herein or expressly authorized by the Disclosing Party.

16. INTELLECTUAL PROPERTY

Company and Participant agree that all ideas, inventions, trade secrets, confidential and/or proprietary information, and work-product conceived, created or developed by each of the Parties, respectively, will be the sole and exclusive property of the Party to whom the information originally belonged. There shall be no transfer of intellectual property through this Agreement.

All copyrights, patents, trademarks, or other intellectual property shall stay with the original Party owner.

In accordance with the terms and conditions of this Agreement, the Company may create certain intellectual property ("Created IP"), including, but not limited to, ideas, plans, drawings, specifications, reports, advice, analyses, designs, methodologies, code, artwork, or any other intellectual property as required to render the provision of Services to the Participant. Unless the Parties otherwise agree, any such Created IP generated by the Company in connection with the provision of Services to the Participant shall belong to the Company. But if Participant wishes Company to grant a non-exclusive, irrevocable, royalty-free license to use the Created IP for Participant's internal purpose, Participant must schedule a meeting to discuss this use with Company and receive Company’s expressed written consent prior to the expiration of this Agreement. Participant shall not, however, be permitted to modify, translate, reverse engineer, decompile, decode, decrypt, disassemble, adapt, create a derivative work of, re-teach the information provided or otherwise publish the Created IP and shall not allow others to do so.

Any intellectual property provided by the Participant to the Company to assist in the provision of Services, that was not created by Company pursuant to this Agreement, shall belong to the Participant. Any intellectual property belonging to the Company, provided or shown to the Participant in any way, that was not created by the Participant pursuant to this Agreement, shall belong to the Company.

All material and information provided by the Company as part of the program is proprietary and comprises intellectual property owned solely by Company. Company maintains exclusive, worldwide right, title, interest, ownership and all subsidiary rights, including all rights accruing to Company under the United States Copyright Act, in and to all works of authorship and all copyrights, patents, trade secrets and any other intellectual property rights, business concepts, plans and ideas, reports, manuals, visual aids, documentation, inventions, processes, proposed products, services, techniques, marketing ideas, and commercial strategies, that have been or will be created by Company (“the Work”), for use throughout the world in perpetuity in any manner or media whether now known or hereafter invented. Participant does not have permission to use, reproduce, distribute or create derivative works based on the Work. 

Brenda Lomeli, LLC owns the registered trademarks THE LAST 10 METHOD®, THE LAST 10® and LIVE BEAUTIFULL®.

17. NON-SOLICITATION

During the course of Company's service and for a period of one (1) year from the date of termination of this Agreement for any reason, Participant shall not directly or indirectly solicit or entice any of the following to cease, terminate or reduce any relationship with Company or to divert any business from Company: (i) any person who was an employee of Company during the one (1) year period immediately preceding the termination of Participant's employment; (ii) any customer or client of Company; or (iv) any prospective customer or client of Company from whom actively solicited business within the last one (1) year of Company providing services. In the event of an alleged breach by Participant of this, the one-year non-solicitation period shall be extended until such breach or violation has been duly cured and shall restart so that Company has received the intended benefit of one uninterrupted year of non-solicitation by Participant.

18. CANCELLATION

Cancellation Before Program Start Date: Participant may request to cancel the Services at any time for any reason before the Program Start Date; however, in light of the difficulties in estimating the damages for early termination of this Agreement, Company and Participant agree that the Installment Fee shall not be refunded to Participant and shall serve as liquidated damages. If Participant remits payment for the Program in full and desires to cancel before the Program Start Date, Company shall provide Participant with a refund less $975.00.

Cancellation After Program Start Date: It is understood by Participant that despite their request to cancel after the Program Start Date, Participant is still responsible to remit payment for the full amount of the Program and/or Service fees as detailed in Article 7. Company will not amortize Participant’s payments to represent incremental values to each week or month of participation, therefore no part of Participant’s payment is subject to completion of the Services.

Liquidated Damages Fee: Both Participant and Company agree that the monies received are not a penalty, but a reasonable measure of damages, based upon the Company’s experience providing the Service and given the nature of the losses that may result from cancellation.

19. TERM; TERMINATION

This Agreement shall automatically terminate after the agreed-upon amount of Services, strategy calls, and meetings have been completed, as defined in Article 2. If the Participant wishes to renew this Agreement, with all of its terms and conditions, Participant must remit either a monthly installment payment or pay for the Program in full. 

Term for Paid In Full Renewal: If Participant exercises their option to renew their Program participation and pays in full for the Program, Participant’s term will be an additional twenty-four (24) weeks. 

Term for Monthly Renewal: If Participant exercises their option to renew their Program participation and remits a monthly installment payment for the Program, Participant’s term will continue on a month-to-month basis. The Program term shall continue on a month to month basis, with Participant continuing to remit monthly installment payments, unless Participant provides written notice via email to Company per Article 23 to cancel their month to month membership seven (7) days prior to their next monthly scheduled payment.

The Parties may also terminate this Agreement prior to its natural expiration under certain circumstances. This Agreement may be immediately terminated in the event that there is a breach of the terms by either Party. For a material breach, the Parties are required to give notice, in writing, specifying what the breach was, but do not have to give advance notice to terminate the Agreement. A material breach pursuant to this Agreement shall include, but not be limited to: (i) any act of material dishonesty, unprofessionalism, disruption, acts of bad faith, use of obscene, vulgar and offensive language, or lack of respect to any participants; (ii) any material breach of this Agreement or any breach of a fiduciary duty (involving personal profit); (iii) any habitual neglect of, or habitual negligence in carrying out, those duties contemplated under this Agreement; (iv) any willful violation of any law, rule or regulation, which, by virtue of business regulatory restrictions imposed as a result thereof, would have a material adverse effect on the business or financial prospects of the Company; (v) any conviction of any felony or misdemeanor which may be reasonably interpreted to be harmful to the Company's reputation; (vii) the inducement of any agent or employee to break any contract or terminate the agency or employment relationship with the Company or its affiliates; or (viii) the requirement to comply with any final cease-and-desist order or written agreement with any applicable state or federal business regulatory authority which requests or orders Company’s dismissal or limits Company’s duties. Termination for cause by the Company shall not constitute a waiver of any remedies which may otherwise be available to the Company under law, equity, or this Agreement.

This agreement will also immediately terminate upon the death of the Company or Participant, the inability of the Company to perform the Services because of a sudden and medically-documented physical or mental disability, the liquidation, dissolution or discontinuance of the business of the Participant in any manner, or the filing of any petition by or against the Participant or Company under federal or state bankruptcy or insolvency laws.

This Agreement may also be limited, suspended or terminated by Company in writing for any reason and without a refund or forgiveness of the remaining balance due. Notice shall be given at least the following amount of time before termination: five (5) business days. 

20. LIMITATION OF LIABILITY

Company's liability in contract, tort or otherwise arising through or in connection with this Agreement or through or in connection with the completion of obligations under this Agreement shall be limited to Fees paid by the Participant to the Company. To the extent it is lawful, neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss, data loss, loss of goodwill, or other loss of turnover, profits, or business.

Except in cases of death or personal injury caused by either party's negligence, either party's liability in contract, tort or otherwise arising through or in connection with this Agreement or through or in connection with the completion of obligations under this Agreement shall be limited to the Fees paid by the Participant to the Company.

21. INDEMNIFICATION

Company and Participant shall each defend, indemnify, and hold the other harmless (including all affiliates, officers, directors, employees, agents, successors, and assigns) from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from bodily injury, death of any person, or damage, real or intangible, to personal property resulting from the other's acts or omissions or the breach of any representation, warranty, or obligation under this Agreement. This includes but not limited to any cause of action as a result of or arising from Participant's: (i) actual or alleged breach of this Agreement; (ii) performance of Services or Tasks; (iii) actions or omissions made based on the Services. Such indemnification will apply to any and all resulting damages, setoffs, liens, attachments, debts, expenses, judgments or other liabilities of whatever kind or nature as they are incurred (including but not limited to the cost of defense, settlement and attorneys' fees). Participant will be liable as a principal and not as surety for Participant's indemnification obligations under this Section of this Agreement.

22. TESTIMONIALS

If you submit to us or post a testimonial, comment, review, suggestion, or any work of authorship (collectively a “Submission”) to us, including, without limitation, Submissions about our products or services or posts to the #wins channel in Slack, such Submission will not be confidential or secret and may be used by us in any manner. By submitting or sending a Submission to us, you: (i) represent and warrant that the Submission is original to you, that no other party has any rights thereto, and that any “moral Rights” in such Submission have been waived, and (ii) you grant us a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, reproduce, publish, distribute, display, translate, summarize, modify and adapt such Submission (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed, in our sole discretion, with or without your name. In the event a participant does not formally share their Submission, Company may redact participant’s identifying information and share anonymous participant testimonials with third parties.

23. BINDING PROVISIONS

Dispute Resolution. The laws of the United States and the State of Arizona is applicable to contracts negotiated and performed in Arizona will govern this Agreement. The Parties will conduct friendly negotiations (including mediation if requested by either Party) to resolve any dispute arising out of this Agreement. Any dispute between the Parties arising out of this Agreement will be resolved by binding arbitration in Maricopa, AZ by a single arbitrator of Company’s Choosing and subject to the Commercial Arbitration Rules & Mediation Procedures of the American Arbitration Association. The Parties consent to any resulting arbitral award to be enforced by the courts sitting in Maricopa, AZ. In the event of any court proceedings pursuant to the foregoing or as a result of an appeal from or enforcement of an arbitral award, the prevailing Party will be entitled to receive from the non-prevailing Party all reasonable attorneys' fees and costs incurred in connection with such proceedings.

Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of Arizona without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the following county in any legal suit, action, or proceeding arising out of or based upon this Agreement or the Services provided hereunder: Maricopa County.

Recovery of Litigation Expenses. If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled

Benefit. This Agreement will be binding on and inure to the benefit of the Parties hereto and their respective successors, assigns, heirs and personal representatives. Participant will not assign or transfer any right or obligation under this Agreement without the prior written consent of Company and any attempted assignment without Company's prior written consent will be null and void. Company may transfer any right or obligation under this Agreement without Participant's prior consent.

No waiver. No term or provision of this Agreement will be considered waived by Company, and no breach excused by Company, unless such waiver or consent is in writing and signed by Company. The waiver by Company of, or consent by Company to, a breach, of any provision of this Agreement by Participant will not operate or be construed as a waiver of, consent to or excuse of any other or subsequent breach by Participant.

Counterparts. This Agreement may be executed in counterparts, all of which shall constitute a single agreement, which includes the Proposal as mentioned above. The Agreement shall be effective as of the date set forth above.

Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement. All notices shall be delivered by email or at the address which the parties may designate to each other through personal delivery, nationally recognized overnight courier (with all fees prepaid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (i) the receiving party has received the Notice and (ii) the party giving the Notice has complied with the requirements of this Section.

Force Majeure. Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, wars, government regulation, riots, embargoes, pandemics, diseases, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

Impossibility of Performance. Neither party to this Agreement shall be deemed to be in violation of this Agreement if it is prevented from performing any of its obligations hereunder for any reason beyond its control and without fault, including without limitation, acts of God or of the public enemy, man-made disaster, flood or storm, pandemics (including but not limited to COVID-19), strikes or statutory regulation or rule of any federal, state, or local government, wars, or any agency thereof, however, the Party so delayed shall exercise its best efforts to remedy any such cause of delay or cause preventing performance.

Entire Agreement. This Agreement and Proposal constitute the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior written or oral representations and understandings. No amendment, modification, change or alteration of this Agreement and Proposal will be effective unless made in writing and signed by a duly authorized officer or representative of each Party.

Severability. If any provision of this Agreement is held by a court of law to be illegal, invalid or unenforceable: (a) that provision will be deemed amended to achieve as nearly as possible the same economic and/or protective effect as the original provision; and (b) the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby.

Survival. Any provision of this Agreement which by its terms imposes continuing obligations on either of the Parties shall survive termination of this Agreement.

Neutral Construction. This Agreement was prepared by Company's legal counsel. It is expressly understood and agreed that this Agreement shall not be construed against Company merely because it was prepared by its counsel; rather, each provision of this Agreement shall be construed in a manner which is fair to both parties.

Headings. Headings to this Agreement are for convenience only. Headings shall in no way affect the provisions themselves and shall not be construed in any way that would limit or otherwise affect the terms of this Agreement.

Portfolio Use. As described above, Company shall be permitted to use all produced items of work Company's professional portfolio, if applicable, but may not use Participant's name, likeness, or other identifying details without express written permission from the Participant.

ACKNOWLEDGEMENT

By checking this box, you are asserting that you have read, understood and agreed to all of the terms in the Agreement (an electronic version of this contract will follow via email requesting your signature). 

 

Policy Last Updated September, 14^th 2023