LIMITED EXPANSION MASTERMIND PROGRAM AGREEMENT

THIS MASTERMIND PROGRAM AGREEMENT (“Agreement”) is made effective as of [Date of Signing], by and between Limitless Expansion Retreat, LLC, a limited liability company established under the laws of the State of New York (hereinafter known as “Program Provider”) and the signatory to this Agreement (hereinafter known as “Client”) (collectively the “Parties”).

WHEREAS, the Program Provider is a limited liability company established under the laws of the State of New York which offers online educational services to professional beauty stylists who wish to improve their businesses, as well as educational seminars and retreats for professionals; and

WHEREAS, the Client desires to obtain access to the educational services of the Program Provider and to attend the seminars and retreats that they offer;

NOW, THEREFORE, in consideration of the mutual covenants, agreements, and obligations hereinafter set forth, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree to the following terms of this Agreement.

Definitions:

The following definitions will apply to the terms contained in this Agreement:

“Client”, “the user”, “the participant” shall mean the individual or entity participating in the Program and using the Website, as identified by the signatory to this Agreement.

“Course/Workshop” shall mean the Limitless Expansion online course that is included in the Program.

“Program” shall mean the Limitless Expansion Mastermind program (hereinafter known as “Mastermind”) offered by Limitless Expansion Retreat, LLC, which is a six (6)-month Mastermind For Women Who Are Ready to Transform Their Reality, Up-level Their Business, & Unlock Their Deepest Desires In Every Area of Life.

“Program Website” or “Website” shall mean the Program Provider’s website, which is where the Course shall be hosted @ www.hairbyjesstaylor.com. 

“Program Provider” shall mean Limitless Expansion Retreat, LLC, the creator, operator, and publisher of the Program, and is responsible for providing the Program publicly. “Program Provider,” “us,” “we,” “our,” “ours,” and other first-person pronouns will refer to the Program Provider, as well as, if applicable, all employees, agents, and affiliates of the Program Provider.

“Parties” shall refer to, collectively, the parties to this Agreement (Program Provider and Client).

“Total Course Fees” shall mean the total amount of money that the Client is required to pay to the Program Provider for access to the Course. This amount shall be two thousand five hundred US dollars ($2,500.00), excluding applicable taxes where required by law.

TERMS AND CONDITIONS

LIMITLESS EXPANSION MASTERMIND

Program Details. The Mastermind Program offered by the Program Provider includes educational resources, community support and networking opportunities, and in-person retreats that the Client may attend. This Program is designed to empower the Client in their business development and equip them with the knowledge to further grow their businesses. The specific services that the Client will be provided with are as follows:

Mastermind Retreat. The Client will be entitled to participate in a retreat hosted by the Program Provider, subject to the Program Provider determining the location and date. These will be educational retreats with the Program Provider and other clients, taking place at resort locations. The Client will receive live seminars, photographic headshots, social media content, catered food, and other services reasonably necessary for the Program. Additional policies for this retreat are detailed in the subsequent section of this Agreement.

One-On-One Coaching Sessions. In addition to the other educational materials provided, the Client shall be given the opportunity to participate in two (2) one-on-one coaching sessions with the Program Provider. These two (2) sessions will each be sixty (60) minutes in duration. The purpose of these coaching sessions is to facilitate the application of the knowledge gained through the Program and the formation of an action plan. The Client is expected to come prepared for these strategy sessions and should leave with a concrete plan of action. The number of included calls may vary depending on the Client’s enrollment date, as specified at the time of purchase. Additional coaching sessions may be purchased for an additional fee, subject to the Program Provider’s then-current rates and availability.

Group Coaching Sessions. The Client shall be granted access to three (3) group coaching sessions, providing an opportunity to discuss the Program with the Program Provider and other clients.

Quarterly Masterclass. The Program Provider shall host quarterly masterclasses for the Client’s participation, focusing on the topics of wealth, marketing, mindset, and mentorship. Each class shall be between four (4) to six (6) hours in duration and will include workshops with guest speakers who will present seminars on the aforementioned topics. The Program Provider shall provide instructions to clients regarding participation in these Masterclasses.

Additional Educational Resources. By participating in the Mastermind Program, the Client shall also be entitled to participate in the Búa Babe Bootcamp Course at no additional charge, as further detailed elsewhere in this Agreement. Provided in E-course. 

Discounted Upgrades. The Client will have the opportunity to purchase up to four (4) additional one-on-one coaching sessions with the Program Provider. These sessions will be either sixty (60) or ninety (90) minutes in duration, and the Client will be charged at a rate of five hundred dollars ($500.00) per hour, with any partial hour rounded up to the nearest half-hour. Furthermore, the Client will have the option to add on the Education Foundations Program offered by the Program Provider at a reduced rate during their active participation in the Mastermind Program, subject to the Program Provider’s discretion and then-current terms for such add-on.

MASTERMIND RETREAT TERMS

Retreat Travel Policy. The Client is solely responsible for arranging and paying for their own transportation to and from the retreats. The Program Provider strongly recommends that the Client obtain their own travel insurance and take any other reasonable precautions associated with travel. The Client acknowledges and agrees that the Program Provider shall not be responsible or liable for any losses or damages that the Client may sustain as a result of their participation in the retreats, including but not limited to travel disruptions, personal injury, or property damage.

Retreat Cancellation Policy. If the retreats are canceled due to circumstances beyond the Program Provider’s reasonable control, including but not limited to acts of God, government regulations (such as those related to COVID-19), natural disasters, or other force majeure events, the Program Provider will provide the Client with a non-transferable credit to be used for a future event hosted by the Program Provider specifically for the Mastermind Program, which must be utilized within the calendar year 2025/2026. In the event of such cancellation, the location of the rescheduled retreat may change. No monetary refunds or credits shall be issued, and this credit is solely applicable to Mastermind retreats offered by the Program Provider and not to any other services or offerings.

COVID-19 Restrictions. While the Program Provider does not intend to impose unnecessary restrictions, the Client acknowledges that due to the evolving nature of national and international travel in light of the COVID-19 pandemic (or other public health concerns), the hotel, airline, and/or other vendors involved in the retreats may require pre-screening methods from the Client. These may include, but are not limited to, COVID-19 tests, mask mandates, social distancing guidelines, and other reasonable health and safety precautions as determined by the vendors or applicable authorities.

By agreeing to these terms, the Client acknowledges their responsibility to comply with any safety requirements that may be necessary to participate in the retreats. The Client further agrees not to participate in the retreat if they have tested positive for COVID-19 or are experiencing symptoms commonly associated with COVID-19, including but not limited to fever. The Client must inform the Program Provider as soon as possible in such circumstances to allow the Program Provider to explore potential alternative arrangements for the Client, consistent with the health and safety of all participants. In the event of a COVID-19 related inability to attend, the Program Provider will use reasonable efforts to find a coaching or VIP day alternative with Jessica Taylor; however, the Client acknowledges that monetary credit may be lost. This accommodation is solely for documented COVID-19 emergencies; other personal emergencies will not be considered, and in such cases, the retreat participation may be forfeited.

Retreat Disclaimer. The Client acknowledges that their participation in these retreats is voluntary. While the Program Provider and all associated vendors will undertake reasonable precautions to ensure the safety of participants, the Client understands and accepts that participation may involve potential exposure to and illness from infectious diseases, including but not limited to COVID-19.

While adherence to specific rules and personal discipline may reduce this risk, the risk of serious illness and death does exist. The Client understands that they knowingly and freely assume all such risks related to illness and infectious diseases, such as COVID-19, and hereby knowingly and voluntarily assume the risk of injury, harm, and loss associated with the retreats.

Retreat Termination. The Program Provider reserves the right to terminate the Client’s participation in the retreats for any reason, including but not limited to the Client’s noncompliance with rules, regulations, and guidelines set forth by the Program Provider or other involved parties, such as the hotel, airlines, and other vendors. In the event of such termination, the Client acknowledges and agrees that they will not receive a refund for any portion of the Program fees and that any outstanding balance for the Program will become immediately due and payable.

Retreat Copyright and Intellectual Property. The Client understands that their participation in the retreats is for the purpose of receiving coaching services. While the Program Provider may provide the Client with branding elements, logos, and images for use in their content creation during and within the specific context instructed at the retreat, the Client understands and agrees that they are not granted any license to use the Program Provider’s trademarks beyond this limited scope. The Client shall not use any of the Program Provider’s intellectual property outside the express instructions provided at the time any such materials are furnished. Any use beyond this specifically permitted scope may constitute trademark infringement, copyright infringement, or other violation of the Program Provider’s intellectual property rights.

LIMITLESS EXPANSION COURSE TERMS

Assent and Acceptance. By purchasing and participating in the Course, the Client represents and warrants that they have carefully read and reviewed this Agreement and understand and agree to be legally bound by its terms. If the Client does not agree to be bound by this Agreement, they must immediately cease their participation in the Course. If the Client ceases participation after purchase due to non-agreement with these terms, they will not be entitled to any refund of the Total Course Fees. The Program Provider’s obligation to provide the Course to the Client is expressly conditioned upon the Client’s full assent to this Agreement.

Age Restrictions. The Course is not intended for participants who are under the age of eighteen (18) years old. By registering for the Course, the Client represents and warrants to the Program Provider that they are at least eighteen (18) years of age and possess the legal capacity to enter into this Agreement. The Program Provider expressly disclaims any and all liability and assumes no responsibility for any misrepresentations made by the Client regarding their age or legal capacity to enter into this Agreement.

License. Subject to the Client’s full compliance with the terms and conditions of this Agreement, the Program Provider hereby grants to the Client a limited, non-exclusive, non-transferable, and revocable license to access and personally use the Course and the associated information and materials contained therein solely for their individual business development. The Program Provider may provide the Client with certain information and materials as a result of their accessing the Course through the Website, including but not limited to documentation, data, and other materials developed by the Program Provider that are intended to assist in the Client’s participation in the Course (the “Materials”). The Materials may not be used for any purpose other than the Client’s direct participation in the Course. This license shall automatically terminate upon the Client’s completion of the Program, the Client’s cessation of use of the Course or the Website, or upon the earlier termination of this Agreement.

Course Details. Following purchase of the Course, the Client may not be able to commence participation until the specified Course Start Date. The Client is expected to complete the Course by the Course End Date, if any, specified at the time of purchase. Regardless of whether the Client has completed the Course by any specified Course End Date, their access to the Course will expire exactly one (1) year from the date they purchased access to the Course. Upon satisfactory completion of the Course, as determined by the Program Provider, the Client may receive a certificate indicating their participation in and completion of the Course or at the end of the 6 months. 

Community Services. In addition to the educational material provided by the Program Provider, the Client will also receive access to the Program Provider’s online community platform. This platform is intended to facilitate interaction, networking, and the sharing of progress among other clients enrolled in the Program. The Program Provider reserves the right to moderate and manage this community platform at its sole discretion.

Restrictions on Use. The Client is the sole authorized individual permitted to access and view the Course and its associated Materials. Under no circumstances may the Client share the Course or any of its accompanying Materials with any third party, whether directly or indirectly, for any purpose. If the Program Provider reasonably suspects that the Course or Materials are being shared with an unauthorized party, or that the Client has shared their login credentials with any third party, the Program Provider reserves the unequivocal right to immediately terminate the Client’s access to the Course, at the Program Provider’s sole and exclusive discretion. In the event of such a breach of this restriction on use, the Client will not be entitled to any compensation or refunds of the Total Course Fees.

Personalized Coaching Services. In addition to the core educational content of the Course, the Program may include additional coaching services integrated into the learning experience. The specific details of these services, including the number and format of coaching sessions, will be as outlined in the Program description provided at the time of purchase.  One-On-One Coaching Sessions. The Program Provider shall provide the Client with six (6) one-on-one coaching sessions during the Client’s enrollment in the Course. Each session must be scheduled by the Client through the process designated by the Program Provider. Each session will last for approximately thirty (45) minutes and may address any topic related to the Course that the Client wishes to discuss with the Program Provider.

Canceled Sessions. If the Client fails to attend a scheduled one-on-one coaching session without providing the Program Provider with at least seven (7) days’ prior written notice, the Client shall not be entitled to any make-up session, credit, or refund for the missed session. Any provision of make-up sessions shall be at the Program Provider’s sole and exclusive discretion. The Client may request to reschedule a session by providing written notification to the Program Provider at least seven (7) days prior to the scheduled session. Any requests to reschedule with less than seven (7) days’ notice shall be subject to approval at the Program Provider’s sole and exclusive discretion. If the Program Provider must cancel a scheduled session with the Client, the Program Provider shall reschedule the session at a mutually convenient time without any cost or penalty to the Client.

Bi-Monthly Group Sessions. In addition to the one-on-one coaching sessions, the Client shall be entitled to participate in bi-monthly group coaching sessions with the Program Provider and other clients enrolled in the Program. These sessions will be guided discussions focusing on specific topics relevant to business development, such as clarity, brand identity, ideal client identification, pricing strategies, price increases, and hiring support staff. These sessions will generally be conducted in a round table format, with questions addressed by the Program Provider, and will be approximately ninety (90) minutes in length. No make-up sessions will be offered for any missed bi-monthly group sessions.

Bi-Monthly Guest Speaker. During the Course, the Client will have bi-monthly opportunities to participate in group calls featuring the Program Provider, other clients, and a guest speaker who will lead a discussion on a chosen topic relevant to business and personal growth, such as manifesting, financial management, branding, retail strategies, color techniques, and leadership. The Client will also have access to recordings of previous guest speaker calls made available by the Program Provider. As with other group coaching sessions, no make-up sessions will be offered for any missed guest speaker calls.

RESPONSIBILITIES

Client’s Obligations Under This Agreement. As a condition of the Client’s participation in the Course, the Client must register an account with the Program Provider on the Program Website. The Client is required to select a unique user identifier, which may be their email address or another chosen username, and a secure password. The Client may also be required to provide personal information, including but not limited to their name. The Client is solely responsible for ensuring the accuracy and completeness of this information, both at the time of entering into this Agreement and throughout their participation in the Course. This identifying information will enable the Client to access and participate in the Course.

The Client is strictly prohibited from sharing their account login credentials with any third party. If the Client becomes aware or suspects that their identifying information has been compromised, they agree to notify the Program Provider immediately in writing via email. The Client is responsible for maintaining the confidentiality, safety, and security of their identifying information and for promptly informing the Program Provider of any changes to their contact or other identifying information.

Accurate Billing Information. In order for the Program Provider to provide the Client with the Program and to receive proper compensation, the Client is required to provide the Program Provider with accurate, complete, and current billing information. All billing information provided by the Client will be subject to the same privacy, confidentiality, and accuracy standards as other personally identifying information. This information includes, but is not limited to, credit card details, billing address, and other payment-related information. The Client represents and warrants that all billing information provided is truthful and accurate. If any of the information provided by the Client is false or inaccurate, whether intentionally or unintentionally, or if the Client uses the Website or the Program to facilitate any fraudulent or unlawful activity, such actions shall constitute grounds for immediate termination of this Agreement by the Program Provider, without any obligation to provide a refund.

 

Acceptable Use of Program and Website. As a condition of participating in the Course, the Client agrees to use the Program and the Website solely for lawful purposes and in accordance with the terms of this Agreement. The Client agrees not to use the Program or the Website in any manner that could damage, disable, overburden, or impair the Program, Website, Services, or the general business operations of the Program Provider. The Client specifically agrees not to use the Program or the Website for the following:

• To harass, abuse, or threaten others or otherwise violate any person's legal rights;

 

• To violate any intellectual property rights  of the Program Provider or any third party;     

 

• To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;

 

• To perpetrate any fraud;

 

• To engage in or create any unlawful gambling, sweepstakes,  or pyramid scheme;     
• To publish or distribute any obscene or defamatory material;

 

• To publish or distribute any material that incites violence, hate, or discrimination towards any group;

 

• To unlawfully gather information about others;      
• To engage in any activity that competes with the Program Provider's business, including but not limited to the creation, promotion, marketing, or conduct of the Client's own educational courses, in-person classes, or other educational offerings that seek monetary gain, where such offerings utilize or are derived from the Program Provider's Confidential Information or intellectual property. The promotion or marketing of plagiarized materials is strictly prohibited

Acknowledgments. The Program Provider does not offer any promises or guarantees with regard to the Program or Program Materials. The Client hereby acknowledges and agrees  to the following:     

 

• The Client is solely and exclusively responsible for their participation in the Program, and the results they may achieve from their participation may vary from those of others due to factors such as the extent to which they implement the course content. The Client’s completion of the Program and the achievement of desired outcomes are not guaranteed.
• The Client is solely and exclusively responsible for the choices they make with regard to this Program, the Materials contained within it, and any significant changes to their business or personal life.
• The Client is solely and exclusively responsible for their own mental health, physical health, business decisions, and any other actions or inactions  they choose to take.     
• The Program Provider is not liable for any specific result or non-result, or any consequences that may arise from the Client’s participation in the Course.
• This Program does not constitute a therapeutic or medical relationship. The Program Provider does not provide therapy or medical services, and the Client is  solely responsible for seeking and procuring such services at their own discretion and expense if needed.     
• None of the advice or information contained in the Program shall be construed as therapeutic or medical advice. The Client understands that if they require therapeutic or medical services, they should seek assistance from a licensed provider of such services, and not from the Program Provider.

PAYMENTS AND FEES

No Refunds. All payments made to the Program Provider are nonrefundable. By entering into this Agreement, the Client commits to the full term of the Program. If the Client chooses to cancel their participation in the Program for any reason and has an outstanding balance with the Program Provider, the Client remains fully responsible for making all outstanding payments.

Access. The Client’s access to the Program is contingent upon their status as a paying member of the Course. If the Client fails to make any required payment during their participation in the Course, the Program Provider reserves the right to immediately suspend or terminate the Client’s access to the Program and to terminate this Agreement, at the Program Provider’s sole discretion.

RIGHTS

Copyright in Work Product. The Client acknowledges and agrees that all material or intellectual property created by the Client or arising from the Client’s work under this Agreement that incorporates or is derived from the Program Provider's materials or methods (“Work Product”) shall be the property of the Program Provider. To the extent that the Client has any rights in such Work Product, the Client hereby irrevocably assigns all right, title, and interest in and to such Work Product to the Program Provider. The Program Provider shall have the sole and exclusive right to seek copyright protection for such Work Product and to possess, distribute, or otherwise use such Work Product in any manner in the course of its business. All rights in such Work Product are reserved to the Program Provider.  Non-Use of Work Product. The Client agrees that they shall not blog, post, or otherwise publish any Work Product created within the scope of the Program that incorporates or is derived from the Program Provider's materials or methods without the express prior written consent of the Program Provider. The Work Product cannot be used, sold, shared, or utilized in any other capacity on the Client’s website or in any advertisement, whether on social media, in print, online, on television, or in any other publication, without the Program Provider’s explicit written permission. 

Confidentiality.

Confidential Information. The Program Provider may make available to the Client certain Confidential Information of the Program Provider to facilitate the Client’s participation in the Program. The Client agrees to use such Confidential Information solely for the purpose of their participation in the Program and for the benefit of the Program Provider. Notwithstanding the foregoing, the Program Provider shall have no obligation to provide or otherwise make available to the Client any specific Confidential Information. “Confidential Information” means any proprietary information, technical data, trade secrets, or know-how  of the Program Provider, including, but not limited to, research, product plans, products, services, customer lists, and customers (including, but not limited to, customers  of Program Provider with whom the Client interacted or became acquainted during the term of this Agreement), markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering,  hardware configuration information, marketing plans, financial information, or other business information  disclosed to the Client by the Program Provider either directly or indirectly, in writing, orally, or by drawings or observation of parts or equipment. Confidential Information does not include any of the foregoing items  that have become publicly known  and generally available through no wrongful act or omission of the Client or of others who were under confidentiality obligations  with respect to the item(s) involved, or improvements or new versions thereof independently developed by the Client without use of the Program Provider’s Confidential Information.     

 

Strictest Confidence. The Client agrees that during the term of this Agreement with the Program Provider and at all times thereafter, they shall hold in strictest confidence and shall not use, except solely for their participation in the Program and for the exclusive benefit of the Program Provider as contemplated herein, nor disclose to any person, firm, or corporation without the prior written authorization of the Program Provider, any Confidential Information of the Program Provider.

Survival of Confidentiality Obligation. The Client understands and agrees that even if they are in the preliminary stages of discussions with the Program Provider, have not yet formally entered into this Agreement, or ultimately do not enter into the Agreement, the confidentiality obligations set forth in this Paragraph shall survive and remain binding upon the Client regardless of whether the Agreement is ever fully executed between the Program Provider and the Client.

Significant Value. The Client acknowledges that they will derive significant value from the Program Provider’s provision of Confidential Information, including the Program Provider’s business model, organizational structure, trade secrets, and customer and supplier contacts and information. The Client further acknowledges  that their fulfillment of the obligations contained in this Agreement, including, but not limited to, their obligation not to disclose or use the Program Provider’s Confidential Information other than as expressly permitted herein, is essential to protect the Program Provider’s Confidential Information and to preserve the value and goodwill of the Program Provider.     

 

Non-Disclosure. The Client agrees to refrain from disclosing any assets or trade secrets of the Program Provider, including but not limited to client lists, project timelines, operational methods, pricing details, contract templates, and similar proprietary information, or other Confidential Information. The Client agrees to implement and maintain reasonable security measures to prevent any unauthorized or accidental disclosure of this information.

The Client agrees to pay to the Program Provider liquidated damages in the amount of seven thousand US dollars ($7,000.00) per instance, not as a penalty, if any violation of this Non-Disclosure clause is proven or admitted. The Parties acknowledge that the actual damages resulting from a breach of this clause would be difficult to ascertain, and this liquidated damages amount represents a reasonable pre-estimate of such damages.

Disparagement. The Parties agree that, at all times during this Agreement, they shall use reasonable and good faith efforts to ensure that neither party engages in any vilification of the other and shall refrain from making any false, negative, critical, or disparaging statements,  whether implied or expressed, concerning the other, including, but not limited to, management style, methods of doing business, the quality of products and services, role in the community, or treatment of  Client. The Parties further agree to  refrain from any conduct that would reasonably be expected to damage the other’s business reputation or goodwill; provided, however, that nothing in this Agreement shall prohibit either party’s disclosure of information  that is required to be disclosed in compliance with applicable laws or regulations or by order of a court or other regulatory body of competent jurisdiction.      

 

No Reverse Engineering. The Client understands and agrees that they are strictly prohibited from reverse engineering, decompiling, or attempting to reverse engineer or decompile any or all of the Program Provider’s work product, code, software, or any of their intellectual property. Additionally, the Client may not violate the security of the Program or the Website through any unauthorized means or methods,  nor attempt to circumvent any encryption, security tools, or other measures protecting this information for the purposes of obtaining unauthorized access, data mining, or interfering with the Program Provider’s network or systems.     

 

No Data Collection For Email Distribution. The Client is strictly prohibited from using the Course or the Website for engaging in illegal spam activities, including but not limited to gathering email addresses and personal information from other clients or the Program Provider for the purpose of sending unsolicited commercial emails or other unauthorized communications.

INTELLECTUAL PROPERTY

Program Provider’s Content. In accordance with this Agreement, the Program Provider owns all copyrights in and to any and all original works of authorship created or produced by the Program Provider pursuant to federal copyright law (Title 17 of the United States Code), whether registered or unregistered. Any and all products, whether tangible or intangible, produced or created  by the Program Provider in connection with, or in the process of fulfilling this Agreement, are expressly and solely owned by the Program Provider and may be used in the reasonable course of the Program Provider’s business. This includes, without limitation, the Website, the Course content, and all associated Materials and Services contained therein. The Program Provider also retains all rights in and to any and all trademarks, service marks, trade secrets, patents, and any other intellectual property associated with this Agreement  and the Program.     

 

Content Created By The Client. Through the Client’s participation in the Program and their use of the Website, they may be permitted to post materials to the Program pages and  other areas of the Website ("User Contributions"). The Client hereby grants to the Program Provider a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to copy, display, use, broadcast, transmit, modify, create derivative works of, and otherwise exploit such User Contributions that the Client posts on or through the Program or Website, for the purposes of operating, promoting, and improving the Program and the Program Provider’s business. The Program Provider acknowledges that, subject to this license, the Client retains ownership of their original User Contributions.     

 

The Client represents and warrants that they have all necessary rights and permissions to grant the license described above in their User Contributions and that their User Contributions do not infringe the intellectual property rights of any third party. The Client also agrees to comply with the "Acceptable Use" and any applicable community guidelines of the Program for all User Contributions they post, and specifically agrees not to violate the intellectual property rights of any third party through their User Contributions. If the Client believes that any of their intellectual property rights have been infringed or otherwise violated by the posting of information or media by another  user of the Program Provider, they may notify the Program Provider in writing with sufficient detail to allow the Program Provider to investigate the alleged infringement.     

 

TERM OF AGREEMENT

This Agreement will become effective on the date set forth above and will continue until terminated by either party in accordance with the provisions below.

TERMINATION AND BREACH

Termination of Agreement. Either party may terminate this Agreement upon written notice to the other party if the other party breaches any material  provision, covenant, commitment, or obligation under this Agreement and fails to cure such breach within: (i) ten (10) calendar days following written notice thereof in the event of a monetary breach (e.g., failure to pay); and (ii) thirty (30) calendar days following written notice thereof in the event of a non-monetary breach. The written notice of breach shall specify the nature of the breach in reasonable detail. Such termination shall be effective immediately upon the expiration of the applicable cure period, without further notice or action by either Party. Upon termination of this Agreement for any reason, the Client will be responsible for all fees and expenses incurred up to the date of termination. The Client acknowledges that all payments made are non-refundable, and any amounts paid prior to termination shall be considered liquidated damages to the extent permitted by applicable law. Termination of this Agreement shall be in addition to any other remedies that may be available to the non-breaching Party at law or in equity.    

 

Remedies. Notwithstanding anything to the contrary contained in this Agreement, the Client’s sole and exclusive remedy for any actual breach by the Program Provider of its material obligations under this Agreement shall be limited to either (a) termination of this Agreement and a refund of the portion of the Total Course Fees paid by the Client and attributable to services not yet received as of the date of such breach, or (b) at the Program Provider’s sole option, the provision of substitute services or items of comparable value. In no event shall the Program Provider be liable to the Client for any indirect, consequential, incidental, punitive, or other monetary damages, whether in tort (including negligence), for breach of contract, or otherwise, arising out of or related to this Agreement, in an amount exceeding the total amount of fees paid by the Client to the Program Provider hereunder. Any refunds issued pursuant to this section may take up to one hundred twenty (120) days to process and complete.

In the event that the Program Provider breaches this Agreement, the Client agrees to indemnify and hold harmless the Program Provider from any incidental, punitive, or other damages in excess of the  total amount of fees paid by the Client under this Agreement.