LADY BOSS MOVES
COACHING TERMS AND CONDITIONS
Please carefully read the following terms and conditions (“Terms”) relating to your participation in The Lady Boss Moves Coaching Program for business and marketing success (the “Program”) which is owned and operated by The Urban Sprout, LLC, a Bentonville, AR based company (the “Provider”).
By registering for the Program and signing this Agreement, (the “Client”) signify your acceptance of and obligation to these Terms. If you have any objections to the following Terms you should neither register for nor participate in the Program, as these Terms are legally binding.
By participating in the Program, Client agrees to abide by these Terms and understands that the decision of Provider regarding all aspects of Client’s participation in the Program, are final and binding in all respects.
Clients enrolled in The Lady Boss Moves Coaching Program agree to the services offered by Provider below, and are requesting to be enrolled for a minimum of six (6) weeks in the Program (the “Initial Term”). Client must enroll for a minimum of six (6) weeks. Upon completion of these six (6) weeks, Client will have the option to sign up for and invest in an additional six (6) weeks of Program coaching (the “Renewal Term”). As an advertised bonus, Client will be enrolled in a 12 month Mastermind
Provider agrees to provide the following business and marketing coaching services to Client while Client is a participant in the Program:
Weekly calls where Client can ask any question and brainstorm with the coach(es) regarding the next steps moving forward, for advanced success patterns. These calls are also recorded as accountability calls and the coach(es) will not leave the call until all client questions have been answered. In addition, the coach(es) will share their own methods behind business and marketing, giving graphic detail on how they make massive breakthroughs with their business with methods that aren’t shared anywhere else online. The primary purpose of the weekly coaching calls is that Client walks away with a clear step-by-step plan of action to move their business forward.
Provider can review Client’s business websites and marketing materials and give advice on maximizing and leveraging the materials. This can be done on the weekly live calls.
Members Area Training
Weekly training modules will be updated directly into a secure member’s area with specific advice on building a successful online business.
Direct Email Support
Client will also receive a direct email address for client support and may send emails with questions or other needs. Provider will respond to emails, voice messages, and correspondence as fast as possible based on availability.
Provider will recommend business and marketing services, including outsourcing resources for the duration of membership.
Client will be invited to join the private Facebook group with access where they will be able to interact with other members of the group to mastermind with and form potential alliances and business partnerships.
Provider will give Client access to periodic special live Event which Provider will host. If Client attends an Event, Client will agree to additional costs which may include, but are not limited to, travel costs, accommodation costs, food and beverage costs. Dates and locations of the Events are subject to change and will be announced to clients via email, as information becomes available.Clients may invite friends, family members, associates or business partners to attend the Events for a fixed fee per guest per Event for general admission. Client’s ability or availability to attend any or all live Events in no way influences the service or products offered from Provider, and full payment for the Program must be made by Client regardless of whether or not Client can attend any or all Events.
Provider takes its business seriously and acts with integrity and professionalism. Provider expects Client to do the same. Thus, Provider requires Client to be respectful and professional to Sharonn Cole and other members of the Coaching group throughout the Program as well as to Provider’s staff, hotel hosts, speakers, and other Clients and their guests or families throughout the Program, plus live Events, even during non-scheduled downtime and breaks. Provider reserves the right to ask Client to withdraw from the Program or to leave a live Event immediately should they be deemed rude, uncooperative, unprofessional, or intoxicated or in possession of any illegal substance at a live Event. By participating in the Program, Client agrees to respect Provider’s time, expertise and reputation and shall be concise, respectful and professional in all communication with Provider and other third parties. Any abuse or overuse of Providers time or any disrespectful communication sent to Provider or The Urban Sprout, LLC. by Client (with “disrespectful” determined solely by Provider), shall constitute a material breach of these Terms. An initial warning will be given by email to Client. A subsequent breach will warrant the immediate termination of Client’s participation in the Program without reimbursement in any form. In such case that Client is asked to no longer participate in the Program by Provider or The Urban Sprout, LCC. Client’s tuition/fees for the Program will not be reimbursed under any circumstances. Client will not receive any future products, services or correspondence from Provider. Client will not receive any of Provider’s advertised bonuses. In no circumstances in which Client is asked to leave the program by Provider will Client receive any reimbursement or permission to discontinue payments.
Membership Fees for the Initial Term of this Agreement are as follows:
U.S. $5,300 for six (6) weeks of The Lady Boss Moves Membership (the “Term Membership Fee”), due and payable in installments as follows:
- $2650 upon execution of this Agreement;
- $2650 due in thirty (30) days after execution of this Agreement.
- Client can also pay off balance early without penalty.
Client understands and agrees that the failure to make any payment when due shall constitute a material breach of this Agreement and will result in the immediate termination of Client’s participation in the Program without reimbursement in any form. If the parties agree to a Renewal Term, the same membership fee rates and payment terms shall apply for that term unless otherwise agreed upon. Client understands and agrees that Membership Fees are non-refundable. More information about this policy is contained in the “Cancellation Policy” section of this Agreement.
Time of Payment and Late-Payment Charges
The Client shall pay Provider for the work performed hereunder as set forth on the applicable Schedule. Delays resulting from the action or inaction of Client may result in an adjustment in fees by Provider, subject to Client approval. Each invoice hereunder is due and payable within 30 days after its invoice date. All rights of the Client herein are conditioned on Provider’s receipt of full payment. In addition, Provider may suspend performance of the Services and withhold delivery of materials until payment in full of all amounts due. Provider shall not be liable for any damages, losses, or liabilities that may arise out of Provider’s suspension of performance and/or withholding of materials due to Client’sknon-payment. Provider shall be entitled to all of its costs of #ollection of amounts outstanding hereunder, including without limitation, the fees of its attorneys.
Client Obligations and Materials
The Provider’s ability to perform its obligations under this Agreement may be dependent on the Client fulfilling its obligations. The Provider shall not be liable for any costs, charges, or losses sustained by the Client arising directly from any failure of the Client to fulfill its obligations under this Agreement.
All copy provided by the Client shall be in electronic, Macintosh-compatible format suitable for typesetting. Where photographs, illustrations or other visual materials are provided by the Client, they shall be of professional quality and in a form suitable for reproduction without further preparation or alteration. The Client shall pay all fees and expenses required to bring nonconforming materials up to such standards. The Client warrants that all assets, concepts, materials, specifications, information and instructions provided by Client or its agents may be exploited pursuant to this Agreement and any applicable Schedule or Modification Order, including on the Internet, without violating any laws and without violating or infringing any rights of any third parties.
Approval of Work
Work will not commence until the signed Agreement and Schedules have been received. Within five (5) business days following notice by the Provider that the Website has been completed, the Client will provide Provider with either (a) written approval and acceptance of the satisfactory completion of the Website (which will not be unreasonably withheld), or (b) a written list of reasonable modification guidelines that will bring the Website into compliance with the Schedules. The Website will be deemed satisfactorily completed by the Client if, within five (5) business days of its delivery to the Client, the Client does not receive the foregoing written notice.
Legal Clearances and Indemnification
The Client is responsible for obtaining all legal clearances required for the performance of the Services hereunder. The Client shall indemnify, defend (at its own cost and expense), and hold Provider and its officers, employees, and agents harmless from and against any and all claims, suits, demands, damages, losses, and expenses arising from any breach, misrepresentation, or other act or omission of the Client.
Liability Waiver – Live Events
While we take every possible measure to ensure Client safety at the Program’s live Events, we cannot control everything. For this reason, Client is legally responsible for their safety and behavior and agrees to-and is held legally liable to-the following statements: Client hereby accepts all risk to Client’s health and of Client’s injury or death that may result from participating in the Program and Client hereby releases Provider, its directors, principals, officers, shareholders, employees, interns, contractors, sponsors, agents, successors, assigns, and representatives from any and all liability to Client, Client’s personal representatives, estate, heirs, next of kin, and assigns for any and all claims and causes of action for loss of or damage to Client’s property and for any and all illness or injury to Client’s person, including Client’s death, that may result from or occur during my participation at the Program whether caused by negligence of Provider, its directors, principals, officers, shareholders, employees, interns, contractors, sponsors, agents, successors, assigns, and/or representatives, or otherwise. Client further agrees to indemnify and hold harmless Provider and any third party company from liability for the injury or death of any person(s) and damage to property that may result from Client’s negligent or intentional act or omission while attending and participating in the Program. Under no circumstances will Provider be held liable for Client’s injury or death or any loss of or damage to Client’s personal belongings resulting from Client’s participation in the Program. Should Client require emergency medical treatment as a result of accident or illness arising during Client’s attendance and participation in the Program, Client consents to such treatment. Client acknowledges and agrees to be financially responsible for any medical or legal bills that may be incurred as a result of emergency medical treatment. Client will promptly notify Provider verbally and in writing if Client is at any time injured prior to, during, or after the Program in Client’s travels or attendance, or if Client has medical conditions about which emergency medical personnel should be informed; however, Client understands that Provider is not legally obligated to act on that information in any way or to provide any medical services whatsoever to Client. Client agrees that if Client has any medical or psychological conditions that may hamper Client from fully and healthfully participating in the Program that Client will notify Provider and that Provider retains the right to ask that Client not participate in portions of or the entirety of the Program.
Liability Disclaimer – No Professional Advice
The information contained in or made available by Provider or The Urban Sprout, LLC., through the Program or their websites or services cannot replace or substitute for the services of trained professionals in any field, including, but not limited to, mental, financial, medical, psychological, or legal fields. Provider does not offer any professional personal, medical, financial or legal advice and none of the information contained in the Program should be confused as such advice. Neither Provider, nor The Urban Sprout, LLC, will be liable for any special or consequential damages that result from Client’s participation in the program. To be clear: You, Client, alone are responsible and accountable for your decisions, actions and results in life, and by your participation in our Program, you agree not to attempt to hold us, Provider or The Urban Sprout, LLC liable for any decisions, actions or results that you make or experience in business or in life due to your participation in this Program at any time, under any circumstance.
Confidentiality and Non-Compete
Client hereby understands and agrees that the tools, processes, strategies, materials and information presented in the Program are confidential, copyrighted, and property of Provider and Client agrees not to record, duplicate, distribute, teach or train from the Program’s concepts or materials in any manner whatsoever without the express prior written permission of Provider. Any unauthorized use or distribution of Provider’s private, confidential or proprietary concepts, materials, or intellectual property by Client or Client’s representatives is prohibited and subject to legal review and response. Provider will pursue legal action and full damages against Client if these Terms are violated in any way in order to protect its rights and business.
The parties agree that their respective employees and contractors are valuable assets who are difficult to replace. Accordingly, during the Term of this Agreement and for a period of twenty-four (24) months thereafter, neither party will knowingly solicit the other party’s employees and contractors with offers of employment or independent contractor work.
By participating in the Program, Client understands that portions of the Program may be recorded in video and audio and/or captured in stills and/or digital photographs or other suitable media. Client agrees that Provider and its assigns have the right and permission to use such recordings and photographs should they include Client’s name, likeness, voice, biographical details, testimonials, or photograph for marketing. Client understands and agrees that all recordings from Provider’s Event are the exclusive rights of Provider and Client cannot ask for or expect compensation for the use of recordings or photographs in which Client appears or speaks. Provider owns all rights of any audio, video, and or/ photographs captured during Provider’s Program or at any of Provider’s other live Events. This includes Provider’s right to create derivative works therefrom. Upon request by Provider, Client shall sign additional documentation reflecting Provider’s ownership of this intellectual property.
Provider is serious and committed to helping client’s business and expects client to be fully committed also. Once Client registers for the Program, Provider makes extensive arrangements and investments while anticipating Client’s tuition and participation. Because of this, all payments made by Client under this Agreement are non-refundable. This is live coaching where the coach(es) will be live on the weekly calls to help you move your business forward with clear step by step strategies. Payments for participation in the Program are not dependent upon results because no specific outcome can be guaranteed or promised because you have to execute on the task given.
Assignments and Transfers
Provider may assign and/or transfer its rights and duties under this Agreement to any third party at any time with twenty-one (21) days’ prior written notice to Client Notice Except as specified otherwise in this Agreement, all notices or other communications required or permitted hereunder shall be sufficiently given if delivered in hand to the party addressed, when delivered by express courier or overnight mail, or three (3) days after being sent by certified mail, return receipt requested, postage prepaid, addressed to the parties at the business addresses set forth elsewhere in this Agreement.
Possession of Website During Performance of Services: Final Transfer of Possession
While the performance of Services is ongoing, the Provider will host the Website and all software and content on the Provider’s servers in whatever manner necessary, in the Provider’s sole discretion, to achieve satisfactory completion of the Services. The Website shall remain hosted on the Provider’s servers until payment is made in full by the Client. In the Provider’s sole and absolute discretion, if the Client so desires, the Website may be activated and made “live”, functional, and accessible via the Internet during the period after the Services are completed but payment has not yet been made in full by Client. Under no circumstances shall control and possession of the Website and its content pass to the Client until payment has been made in full to the Provider.
Once payment has been made in full, the Provider shall turn over possession of the Website and its content and transfer any necessary licenses or permissions, including but not limited to user login information, passwords, IP addresses, and URLs, to enable the Client full access to and control over the Website.
Rights, Ownership and Usage
Subject to Provider’s receiving full payment under this Agreement, Provider assigns to the Client, without representation or warranty, all rights, title, and interest Provider may have in any work, including but not limited to all original designs, illustrations, and branding specifically created by Provider for the Client pursuant to this Agreement, except that:
(a) Provider may use and distribute such work as part of its portfolio for promotional purposes;
(b) Provider shall own and retain all rights to any and all concepts, ideas, designs, proposals, and other work and materials (collectively, “Work”) which have been presented to the Client but not included in the final work product; and
(c) Provider shall own and retain all rights to any technology, technical documentation, inventions, algorithms, software, architecture, logic, navigation, 3D modeling files, animation files and other source files for front-end deliverables, computer programs, source codes, game engines, or other backend and background elements, files and features incorporated into or utilized by the Work (collectively, “Background Technology”).Unless the parties agree otherwise in a written and signed Schedule to this Agreement, Provider shall retain ownership of any and all Background Technology, including any and all associated intellectual property rights. Provider hereby grants to Client a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, distribute, display and perform Provider’s Background Technology, in compiled machine readable object code form only, to the extent incorporated into deliverables provided hereunder strictly for the purposes and in the territories set out in the applicable Schedule. Use of Background Technology for any other project, on any other website or in any other medium shall be subject to additional fees and licenses which may be granted or withheld by Provider in its sole discretion.
No Joint Venture, Partnership, Employment, or Agency Relationship
The parties agree that no joint venture, partnership, employment, or agency relationship exists between parties as a result of this Agreement or performance thereof.
During and after the Term of this Agreement, and any renewals thereof, neither party to this Agreement nor anyone acting on their behalf shall make any derogatory or disparaging statements about the other, or its past or present direct or indirect parent companies or its past or present subsidiaries or affiliates, or any of its past or present officers, directors, employees, consultants, agents, representatives, successors or assign, or directly or indirectly take any action which is intended to embarrass any of them. This provision for non-disparagement shall survive termination of this Agreement.
Neither party shall be liable for failure to perform any of its obligations under this Agreement during any period in which such party cannot perform due to fire, earthquake, flood, or other natural disaster, epidemic, explosion, casualty, war, terrorism, embargo, riot, civil disturbance, act of public enemy, act of God, or the intervention of any government authority, or similar cause beyond either party’s control, and provided further that the other party may terminate this Agreement if such force majeure condition has continued for a period of thirty (30) consecutive days.
Governing Law and Venue
This Agreement shall be governed and construed in accordance with the laws of the State of Nevada, USA applicable to agreements made and to be performed in the State of Nevada, USA. Subject to any alternative dispute resolution provisions of this Agreement venue shall be any court of competent jurisdiction in the County of Clark, State of Nevada, USA. Client waives any argument of improper Venue or Inconvenient Forum (Forum Non-Convenient) with respect to the geographic location for the resolution of any and all legal disputes.
Alternative Dispute Resolution
The parties agree that any legal action or proceeding between them for any purpose concerning this Agreement or the parties’ obligations hereunder, excluding equitable relief for intellectual property infringement and breach of non-compete claims, will first attempt to be resolved with the help of a mutually agreed-upon online mediator. Any costs and fees (other than attorney fees) associated with the mediation will be shared equally by each of the parties. If it proves impractical to arrive at a mutually satisfactory solution through online mediation, the parties agree to submit the dispute to expedited, confidential binding arbitration before a single arbitrator under the Commercial Rules of the American Arbitration Association, which Rules are deemed to be incorporated by reference into this clause. The place of arbitration shall be in Bentonville, AR, USA. The language to be used in the arbitral proceedings shall be English. The parties also agree that each party will be responsible for one half of the arbitration fees and costs incurred, and their respective lawyer fees. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so.
In no case shall either party have the right to go to court or have a jury trial. The parties will not have the right to engage in pre-trial discovery except as provided in the rules; they will not have the right to participate as a representative or member of any class of claimants pertaining to any claim subject to arbitration; the arbitrator’s decision will be final and binding with limited rights of appeal.
Limitations on Remedies
IF THE FOREGOING LIMITATIONS ARE HELD TO BE UNENFORCEABLE, PROVIDER’S LIABILITY TO CLIENT FOR DAMAGES FOR CLAIMS ARISING UNDER AND/OR RELATING TO THIS AGREEMENT, SHALL NOT CUMULATIVELY EXCEED THE AGGREGATE SUM PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.
Waiver or Modification by Conduct
A party’s failure to insist upon or enforce strict performance of any term or provision of this Agreement shall not be construed as a waiver of any term, provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement.
This Agreement contains the entire understanding between the parties with respect to its subject matter, and supersedes any and all prior or contemporaneous proposals, communications, agreements, negotiations, and representations, whether written or oral, related thereto.
Use of headings in this Agreement is for convenience only and does not identify legal boundaries or terms explicitly.
No provision of this Agreement will be construed against either party as the drafter thereof. If any part of this Agreement is declared void, this Agreement shall, to the maximum practicable extent, be construed without reference to that part. No term or provision of the Agreement shall be waived unless in writing and signed by the party waiving the term or provision, and any waiver shall apply only to the specific event or situation which it describes and shall not be continuing.
Any and all notices required or permitted hereunder shall be sent by email to the email address of record for the Client and Provider.
This Agreement may be signed in counterparts which, together, shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart to Agreement.