and Reign & CO LLC with its principal place of business at 1401 Lavaca St PMB 40880, Austin, TX 78701
(“Company” and “Facilitators”). The Clients and the Company are individually referred to as “Party” and may be collectively referred to as the “Parties”.
WHEREAS, Company offers Reign & CO. membership (“Services”) provided by Company to the Clients;
WHEREAS, the Clients seek to join Company’s community group and gain consultation and coaching by Company;
NOW, THEREFORE, in consideration of the foregoing premises, of the mutual covenants contained in this Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:
RECITATIONS
The above recitations accurately set forth the premise of this agreement and constitute a material part of this agreement.
EXPECTATIONS AND RESPONSIBILITIES.
As Facilitators of the Services, the Company’s role is to provide a 12-month program, which includes:
The Clients’ role is to:
COMMUNICATION
Being accessible and attentive to clients is a priority. If Clients needs to reach Company between Coaching Sessions, please contact Company at any time via email at [email protected]. Company will do its best to respond to Clients within twenty-four (24) hours Mondays through Fridays. On weekends and holidays, Company will reply on the next business day.
SOCIAL MEDIA
Clients will be granted access to Mighty Networks or other social media groups for additional education and materials. The intent of such groups are to facilitate the community process and relationships between members, improve accountability, encourage members, celebrate achievements, create a community for clients, and facilitate coaching opportunities. If Company deems a Clients’ behavior or content inappropriate, harmful, or offensive in any way, Clients or the content may be removed from the group without any notice.
INVESTMENT AND PAYMENT
Clients are investing $5,000.00 into the Company's Community Program. Clients are financially willing and able to invest in this Program by choice, and by so doing, Clients are not in any way incurring any economic hardship. Clients understand that there is no refund policy in this Program.
AUTHORIZATION AND RECEIPT
If the Clients pay in full via credit card, Clients will receive an electronic receipt. If Clients use a payment plan, Clients agree to automatic payments each month.
MISSED PAYMENT
If payment is not received by the due date or there is a problem with the payment transaction or method, Clients will be notified by e-mail and have a three-day grace period to make the payment following the due date. During this time, the Program will be put on hold and no Coaching Sessions will be held, including during the grace period. If no payment is made within the three-day grace period, the Program will automatically terminate, and Clients will forfeit any remaining Coaching Sessions and Program access. Payments must be received at least twenty-four hours prior to the first scheduled Coaching Session, otherwise, the Coaching Session is canceled and cannot be made up until payment resumes.
REFUND POLICY
Company believes the Clients will be happy with the Clients Program. If, for some reason, the Clients are not satisfied, Clients may stop the Program at any time, whether or not Clients have held all of Clients Coaching Sessions. However, the Company will have invested considerable time and effort in the Clients’ Program and in creating positive community sessions, and if Clients decide to withdraw for any reason, Clients will remain fully responsible for all payments and the full cost of the Program. No refund will be provided.
CONFIDENTIALITY
All information exchanged during the Program will be kept strictly confidential. Company will not disclose confidential information shared during the Program to anyone else without reason to know such information, unless required by law, ethics, or upon written authorization by Clients.
INTELLECTUAL PROPERTY RIGHTS; RESTRICTIONS ON USE; LIMITED LICENSE. All content provided by Company to Clients (collectively, “Content“), including but not limited to, graphics, logos, icons, images, audio and video clips, digital downloads, data compilations, and software, is Company’s property or the property of our licensors or licensees, and the compilation of the Content is our exclusive property, protected by United States and international copyright laws, treaties and conventions.
Any trademarks, service marks, graphics, logos, page headers, icons, scripts and trade names (each, a “Mark“) maintained by Company are proprietary to us or our licensors or licensees. Our Marks may not be used in connection with any product or service that is not ours in any manner that is likely to cause confusion among users or that disparages or discredits us or anyone else. All other Marks not owned by us that appear on the Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
Company grants Clients a limited license to access and make personal use of the Content. No Content or any other Internet site owned, operated, licensed, or controlled by Company may be copied, reproduced, republished, downloaded (other than page caching), uploaded, posted, transmitted or distributed in any way, or sold, resold, visited, or otherwise exploited for any commercial purpose, except that Clients may download one (1) copy of the Content that Company makes available to Clients for such purposes on a single computer for Clients personal, noncommercial, home use only, provided that Clients: (a) keep intact all copyright, trademark and other proprietary rights notices; (b) do not modify any of the Content; (c) do not use any Content in a manner that suggests an association with any of our products, services or brands; and (d) do not download Content so as to avoid future downloads. Clients' use of Content on any other website or computer environment is strictly prohibited.
The license granted to Clients do not include, and specifically excludes, any rights to: resell or make any commercial use of any Content; collect and use any product listings, descriptions, or prices; make any derivative use of the Content; download or copy account information for the benefit of anyone else; or use any form of data mining, robots, or similar data gathering and extraction tools. Clients may not frame, or utilize framing techniques to enclose any Mark, Content or other proprietary information, or use any meta tags or any other “hidden text” utilizing any such intellectual property, without our and each applicable owner’s express written consent. Any unauthorized use automatically terminates the license granted to Clients hereunder. Clients are granted a limited, revocable, and non-exclusive right to create a hyperlink only to our home page provided that the link does not portray us or our licensors or licensees, or their respective products or services, in a false, misleading, derogatory, or otherwise offensive matter. Clients may not use any of our or any such party’s intellectual property as part of the link without our and each such party’s express written consent.
PERSONAL RESPONSIBILITY, DISCLAIMER & RELEASE OF CLAIMS:
PERSONAL RESPONSIBILITY AND ASSUMPTION OF RISK
Clients acknowledge that Clients take full responsibility for Clients’ well-being and all decisions made before, during and after Clients’ Program. Company has used care in preparing the information provided to Clients, but all of my information, Programs, and services are made available to Clients as marketing and business tools for Clients’ own personal use and for informational and educational purposes only. Clients accept full responsibility for Clients choices, actions, and results, and expressly assumes the risks of the Program for Clients use, or non-use, of the information provided to Clients. Clients also understand that they are expressly assuming all of the risks of the Program, whether or not such risks were created or exacerbated by the Program.
DISCLAIMER OF WARRANTIES; WAIVER AND RELEASE
The content from the Company is provided “as is” and without warranty of any kind, expressed or implied. To the fullest extent permitted by applicable law, Company disclaims any and all warranties, expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and non-infringement. Company does not warrant that the functions contained in any content (including, without limitation, user-generated content) will be uninterrupted or error-free, that defects will be corrected, or that the website or the servers that make such content available are free of viruses or other harmful components. Clients assume the entire cost of all necessary servicing, repair or correction of any of Clients equipment or software. Company makes no representations or warranties regarding use, or the results of use, of any content, product or service contained on or offered, made available through, or otherwise related in any way to Clients including, without limitation, any third party site or service linked to from Clients and specifically, no representation or warranty of correctness, accuracy, completeness, reliability or safety).
Company is not an employee, agent, lawyer, doctor, manager, therapist, public relations or business manager, registered dietician, financial analyst, psychotherapist or accountant. Clients understand that Company has not promised, shall not be obligated to and will not
Procure or attempt to procure employment or business or sales for Client;
Perform any business management functions including but not limited to, accounting, tax or investment consulting, or advice with regard thereto;
Act as a therapist providing psychoanalysis, psychological counseling or behavioral therapy;
Act as a public relations manager;
Act as a publicist to procure any publicity, interviews, write-ups, features, television, print or digital media exposure for Clients; or
Introduce Clients to the Company's full network of contacts, media partners or business partners. Clients understand that a relationship does not exist between the parties after the conclusion of this Program. If the Parties continue their relationship, a separate agreement will be entered into.
Clients acknowledge that Clients have carefully read this “waiver and release” and fully understand that it is a release of liability. Clients expressly agrees to release and discharge all indemnified parties from any and all claims or causes of action and Clients agrees to voluntarily give up and irrevocably waive and release any right that Clients may otherwise have to bring a legal action against any indemnified party for personal injury or property damage.
EARNINGS DISCLAIMER
Every effort has been made to accurately represent this Program and its potential. There is no guarantee that Clients will earn any money using the techniques and ideas in these materials. Examples in these materials are not to be interpreted as a promise or guarantee of earnings. Earning potential is entirely dependent on the person using our product, ideas and techniques. Company does not position this product as a “get rich quick scheme.” Any claims made of actual earnings or examples of actual results can be verified upon request. Clients’ level of success in attaining the results claimed in our materials depends on the time Clients devote to the program, ideas and techniques mentioned, Clients finances, knowledge and various skills. Since these factors differ according to individuals, we cannot guarantee Clients success or income level, nor is Company responsible for any of Clients’ actions.
LIMITATION OF LIABILITY
Under no circumstances shall Company be liable to Clients or anyone else for any direct, indirect, incidental, special or consequential damages (including lost profits), personal injury (including death) or property damage of any kind or nature whatsoever that arise out of or result from: (1) participation in this Program or any content or functions thereof; or (2) any act or omission, online or offline, of any participant in this Program or anyone else, even if Company has been advised of the possibility of such damages. In no event shall our total liability to Clients for all loss, cost, damage, liability or expense (including attorneys’ fees and costs) that Clients may suffer or incur, under any theory of liability, in contract, tort (including, but not limited to, negligence) or otherwise, exceed the lesser of the amount paid by Clients, if any, for the right to access or participate in any activity related to this Program.
Under no circumstances shall Company or any of the indemnified parties be liable for any delay or failure in performance resulting, directly or indirectly, from any event of force majeure or other cause beyond our or their control including, without limitation, acts of god, war, equipment and technical failures, electrical power failures or fluctuations, strikes, labor disputes, riots, civil disturbances, shortages of labor or materials, natural disasters, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.
The limitations, exclusions and disclaimers in this agreement and elsewhere in these terms of use apply to the maximum extent permitted by applicable law.
Applicable law may not allow certain of the exclusions, limitations, or disclaimers of liability set forth in these terms of use, so such exclusions, limitations or disclaimers may not apply to Clients.
INDEMNIFICATION
Clients, on behalf of Clients’ heirs, next of kin, family members, estate, beneficiaries, executors, administrators and representatives (now, collectively, “Clients”), agree to indemnify, defend and hold Company, and our licensors, licensees, successors, distributors, agents, representatives and other authorized users, and each of their respective officers, directors, owners, managers, members, employees, agents, representatives and assigns (collectively, the “Indemnified Parties“), harmless from and against any and all loss, cost, damage, liability and expense (including, without limitation, settlement costs and legal or other fees and expenses) suffered or incurred by any of the Indemnified Parties arising out of, in connection with or related to any breach or alleged breach by Clients of this Agreement. Clients shall use Clients best efforts to cooperate with Company in the defense of any claim. Company reserves the right, at our own expense, to employ separate counsel and assume the exclusive defense and control of the settlement and disposition of any claim that is subject to indemnification by Clients.
TERMINATION
The Clients may terminate this Agreement at any time with seventy-two hours written notice via email. If the Clients terminate the Agreement, the Clients remain financially responsible for the full cost of the Program and must immediately make any payments that are due. No refunds will be provided. All the terms of this Agreement will still apply even after termination.
NOTICE
All correspondence or notice required regarding the Program shall be made to Company and to Clients at the e-mail address provided during enrollment in the Program. Should the Clients’ email address or contact information change at any time throughout the course of the Program, it is the Clients’ responsibility to update the contact information within seventy-two hours.
MODIFICATION OF AGREEMENT
Any modification of this Agreement or additional obligation assumed by any Party in connection with this Agreement shall be binding only if evidenced in a writing signed by each Party.
ASSIGNMENT
Neither this Agreement nor any other rights or obligations under this Agreement shall be assigned or otherwise transferred.
NO WAIVER
The failure to enforce any provision of this Agreement shall not be construed as a waiver or limitation of the right to later enforce and compel strict compliance with every part of this Agreement.
EFFECT OF PARTIAL INVALIDITY
The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both Parties subsequent to the expungement of the invalid provision.
DISPUTE RESOLUTION
Clients and Company will do their best to work out any differences through a phone conversation or via email. However, should a dispute ever arise, Parties agree to submit to binding arbitration before a single arbitrator, selected jointly. Prior to seeking arbitration, Clients must submit its complaint to the Company with full details about the dissatisfaction with the Program via email to [email protected]. Clients understand that the only remedy that can be awarded to Clients through arbitration is a full refund of Clients Payment made to date. No award of consequential or of any other type of damages may be granted. Any judgment on an arbitrator’s award, if made, is binding and may be entered into any court having the appropriate jurisdiction. By signing this Agreement, Clients agree to a modification of the statute of limitations such that any arbitration must be commenced within one (1) year of the date of the act, omission, or other conduct complained of as submitted in an e-mail or shall otherwise be forfeited forever. Arbitration will be held in Maricopa County, Arizona, and the prevailing party shall be entitled to all reasonable attorney’s fees and costs necessary to enforce the Agreement.
NON-DISPARAGEMENT
In the event of a dispute between Clients and Company, Clients agree not to engage in any conduct or communications, public or private, designed to disparage Company. When requested by law or arbitration, of course, Clients are not prohibited from sharing their thoughts and opinions as a part of the legal process. By signing this Agreement, both Clients and Company are acknowledging that each has read, understands, and agrees to and accepts all of the terms of this Agreement. Clients Program will not begin until this signed document has been received, and payment has been made.
NON DISCLOSURE OBLIGATIONS
Clients agree to hold the Confidential Information provided by the Company in confidence. Without limiting the generality of the foregoing, the Clients, further promises and agrees:
To take commercially reasonable measures to protect and safeguard the Confidential Information that it receives against unauthorized use, dissemination, publication or disclosure;
Not to use any of the Confidential Information except in connection with the execution of the Company Services; and
Not to, directly or indirectly, in any way, reveal, report, publish, disclose, or transfer any of the Confidential Information except to its affiliates, principals, employees, representatives, accountants, agents, co-investors, advisors, legal counsel, lenders, investors, officers and directors, or as otherwise specifically authorized by Company (collectively, “Representatives”).
NON-SOLICITATION OF EMPLOYEES
The Clients will not specifically solicit for hire or poach Reign & CO. LLC’s employees, agents, consultants advisors, independent contractors, partners, directors or anyone otherwise having an interest in employment or a business relationship; provided that nothing herein shall restrict or preclude the Clients from doing, or hiring on the basis of, any of the following:
(1) making generalized searches for employees by use of advertisements in the media (including trade media) or an independent employment agency (so long as it is not directed to solicit such persons);
(2) continuing ordinary course hiring practices that are not targeted specifically at anyone working at Reign & Co, LLC; or
(3) responding to any personnel working at who contacts the Clients regarding his or her own employment on his or her own initiative without any direct solicitation by the Consultant other than any search or ordinary course practice referred to in clause (1) or (2) above.
FORCE MAJEURE
In the event either Party is unable to perform its obligations under the terms of this Contract because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party will not be liable for damages to the other party for any damages resulting from such failure to perform or otherwise from such causes.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of Arizona and the courts of Maricopa County shall be the sole forum for resolving disputes hereunder.
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties and any prior understanding or representation of any kind shall not be binding upon any Party, except to the extent incorporated in this Agreement.
THE UNDERSIGNED HAS READ AND UNDERSTANDS THE ABOVE CONTRACT AND AGREES TO THE TERMS AND CONDITIONS IN THEIR ENTIRETY.
THE UNDERSIGNED AGREES THAT THE FOLLOWING ELECTRONIC SIGNATURE IS THE LEGAL EQUIVALENT OF A MANUAL SIGNATURE ON THIS DISCLOSURE.
