“You”, “Your” and “Client” means the person, entity or company who is purchasing the Program described in this Agreement. “We”, “Our”, “Us” and Consultant means “Lisa or Lise Kuecker,” “Studio Grow”, and “The Phizzwizards LLC”.
“Shopping Cart” means the area of the website of the Consultant that directed you to this Agreement where your purchase of the Program is possible, where your payment information is displayed and entered and where you make selections of offerings made available to you by Consultant.
NOW, THEREFORE, consideration of the mutual covenants contained herein, the parties hereto agree as follows:
- The Program. Consultant agrees to provide “The Client Cure” training program and consulting services described and selected by Client in the Shopping Cart (all together, the “Program”) during the term of this Agreement.
- Fees. Client agrees to the Consultant the fees, costs and expenses identified at the times and intervals selected by Client in the Shopping Cart (the “Fees”). A $50 late fee will be applied to all payments not received by sixth day of payment due.
- Independent Contractor Relationship. The parties acknowledge and agree that Consultant is not an employee of Client for any purpose whatsoever. Consultant hereby agrees that Consultant is an independent contractor. As an independent contractor, Consultant shall be responsible for payment of Consultant’s own expenses, except as specifically provided above, and Consultant’s own taxes including, without limitation, state and federal income tax, social security taxes, insurance and overhead.
- License to Program. Client is hereby granted a non-exclusive, non-transferable, non-sublicensable limited subscription based only license during the term of this Agreement to access and use the Program. When using the Program, Client shall (i) be solely responsible for the accuracy, quality, integrity and legality of the operation of Client's own business; (ii) use commercially reasonable efforts to prevent unauthorized use of the Program and immediately notify Consultant promptly of any such unauthorized access; (iii) use the Program only in accordance with this Agreement, Consultant’s guidelines promulgated from time-to-time, together with applicable laws and government regulations; (iv) not make the Program available to anyone other than Client, its own agents and employees; (v) not sell, resell, rent or lease the Program; (vi) not create derivate works based on the Program; and (vii) be solely responsible for its actions while using Program and the contents of its transmissions. Notwithstanding the foregoing, and for the purposes of clarity, Consultant does not provide to Client a license to any of Consultant’s trademarks, tradenames, logos or designs. Solely with respect to Client’s purchase of “The Client Cure,” Client will have online access to the program and course for twelve months after purchase. Solely with respect to Client’s purchase of “Revenue Remedy,” Client will have online access to the program and assets for each month (thirty days) of membership fees received.
- Title to Intellectual Property. All right, title and interest in all intellectual property rights, including patent, unpatented inventions, copyright, trademark, trade secret, proprietary information source code, algorithms, concepts, techniques, methods, processes and technology used in or comprising the Program and the related services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Client relating to the the Program (collectively, the “Intellectual Property”) are owned by, and are vested in, Consultant. Other than as expressly set forth in this Agreement, no license or other rights in the Intellectual Property are granted to Client and all such rights are hereby expressly reserved by Consultant. The Intellectual Property constitutes trade secrets and confidential and proprietary information of Consultant and its licensors, and Client shall not access or use such trade secrets and information in any manner, except to the extent expressly permitted herein. Client agrees not to remove or obscure any copyright, trademark or patent notices found in the Intellectual Property. Any information collected by Consultant from Client, including design files compiled using the Program and provided by Client to Consultant for design assistance, enhancement and troubleshooting, may be used internally at Consultant for the purpose of improving the future versions of the Program and other future products and ownership thereof shall remain with the Consultant, assignment of any ownership on the part of Client or any of its agents or representatives is hereby made to the Consultant.
- Confidentiality. Each party shall have access to information that is confidential to the other party (“Confidential Information”) and any other information which is not otherwise readily available in the public domain and specifically including all information marked “confidential”. The parties agree (i) not to make each other’s Confidential Information available to any third party; (ii) not to use each other’s Confidential Information except to perform this Agreement; (iii) to hold each other’s Confidential Information in confidence during the term of this Agreement and thereafter; and (iv) no adequate remedy at law exists for breach of this Section and any such breach would cause irreparable harm to the non-breaching party whom shall be entitled to seek immediate injunctive relief, in addition to whatever remedies it has at law or otherwise. Either party may make such disclosures as may be necessary by reason of legal, accounting or regulatory requirements beyond either party’s reasonable control provided the receiving party gives the disclosing party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party's cost, if the disclosing party wishes to contest the disclosure. Confidential Information shall not include information that (a) is in the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure; or (c) is lawfully disclosed to the other party by a third party without restriction on disclosure.
- No Sale of Additional Products or Services. Nothing hereunder shall require Consultant to sell or Client to purchase any products or services of the Consultant other than the Products identified and selected by Client in the Shopping Cart. To the extent that Client desires to employ additional services of the Consultant, or to buy products or goods from the Consultant, such transactions shall be conducted outside the scope of this Agreement and shall be documented by a separate writing or purchase order regarding such products, goods or services. Client is free to order products, goods and services for its independent business in its sole discretion and there is no requirement that Client buy such products, goods and services from Consultant, except as stated herein and in the Shopping Cart. Client acknowledges and agrees that Consultant has made no promises regarding the pricing or availability of its products, goods or services and Consultant remains free to sell its products, goods or services to any person it desires at the times and prices deemed acceptable solely to Consultant. Client agrees that Client is not substantially reliant on Client for the basic supply of goods or services and that Client’s independent business purchases and will purchase products, goods and services from multiple vendors and suppliers.
- No System. The license to the Program hereunder does not include any system of delivering products, goods or services and the sole interest of Client under the license to the Program is Client’s right to use the Program in accordance with the terms of this Agreement.
- Not a Statutory Business Opportunity. Client agrees that its relationship with the Consultant, this Agreement and the provision of the license to the Program hereunder shall not constitute a “business opportunity” as the term is defined under the Revised Code of Washington, Section 19.10.010 or statutory schemes of similar effect of any other state or country. Furthermore, Client agrees, represents and warrants that Consultant has not provided or agreed to provide:
- Any locations or assistance to Client in finding locations for the use or operation of racks or display cases for any products, goods or services of the Consultant that in any way use the Consultant’s trademarks, tradenames, logos or designs;
- An agreement to purchase any or all products made, produced, or modified by Client using in whole or in part the supplies or services sold to Client by Consultant in any other agreement or purchase order other than the Program;
- Any guaranty that Client will derive income from its business or that the Consultant will refund any or part of a purchase price for products, goods or services purchased by Client in any other agreement or purchase order with Consultant;
- Any sales program or marketing program to Client that will enable Client to derive income for the purchase or institution thereof that in any way use Consultant’s trademarks, tradenames, logos or designs.
- Term. This Agreement commences on the Effective Date and remains in effect until terminated as stated in this Agreement. Solely with respect to The Client Cure, any Consultation sessions or Bonus sessions, client has up to 12 months upon purchase for completion. Client also understands that any other product included as a Bonus or Trial will be activated and/or continued per the discretion of the Company and will remain in effect until the Client provides Company notice to terminate. Solely with respect to The Client Cure Ultimate, The Freedom Intensive, or any continued 1:1 Consultation Services, any sessions client has up to 18 months upon purchase for completion.
- Termination. This Agreement may be terminated earlier in its entirety without liability to the terminating party as follows: (i) by Consultant upon five (5) days written notice for failure by Client to timely pay any Fees or any other obligation under this Agreement; (ii) by either party upon thirty (30) days written notice in the event the other party materially breaches this Agreement, which breach is not cured within said thirty (30) days; or (iii) by either party immediately upon notice upon the institution of any insolvency, bankruptcy or similar proceeding by or against the other party including an assignment for the benefit of creditors, the appointment of a receiver over assets, an attachment of assets lasting more than thirty (30) days, or the other party ceases to conduct its operations in the ordinary course of business.
- Refunds. Solely with respect to Client’s purchase of “The Client Cure”, we want you to be satisfied with your purchase, but we also want you to give your best effort to apply all of the strategies in the course. We do, however, offer a 14-day refund period for purchases. We will not provide refunds more than fourteen (14) days following the date of purchase. After fourteen (14) days all payments are non-refundable and you are responsible for full payment of the fees for the Program regardless if you complete the Program.
Solely with respect to Client's purchase of "The Client Cure Studio Accelerator OR The Client Cure Studio Accelerator Intensive", Studio Grow would provide a refund to TCC Studio Accelerator clients if they 100% fully and completely participate in the program, implement the strategies of the program, and see no positive changes in their studios. To be considered for the refund, the client must, at a minimum, fully complete all weeks of the challenge, join every one of the trainings, view all modules, and 100% fully and completely implement all of the teachings of the program. Studio Grow reserves all rights from this agreement, and has sole discretion to determine whether conditions for the refund are met.
Solely with respect to Client’s purchases of “Revenue Remedy” or Digital Marketing packages, we want you to be satisfied with your purchase while also ensuring that you give your best effort to apply all of the strategies in the course. For clients on our monthly membership, payments will be received every thirty (30) days. There is a thirty (30) day cancellation window and you are responsible for all payments within thirty (30) days of cancelling. We will not provide refunds following the purchase. For clients who paid in full, we offer a 14-day refund period for the annual fee. After 14 days, there is no refund.
Solely with respect to all additional consulting packages (including but not limited to Sales Takeover, and 6 Week Challenge) workshops, trainings, events and retreats, no refunds will be allowed unless otherwise specified in a signed contract. All approved refunds will incur a processing and administrative fee in an amount not to exceed 5% of the total amount. All refund or cancellation requests, program questions or concerns are to be made by contacting our support team at email@example.com.
- Non-exclusive Engagement. Consultant shall retain the right to perform work for others during the term of this Agreement and Client may not limit Consultant’s sales of the Product or Consultant’s services to any other person.
- Entire Agreement. This Agreement constitutes the entire agreement between Client and Consultant concerning the subject matter hereof. This Agreement may be amended, extended or modified only by an instrument in writing and executed by both of the parties to this Agreement.
- Severability. If any provision or term of this Agreement is held to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
- Enforcement. If any legal action is necessary to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover all costs incurred in said action, including reasonable attorney’s fees, in addition to any other relief that said party may be entitled.
- Notice. Any written notice required to be given by this Agreement shall be deemed to be effective upon delivery, if delivered in person, or upon mailing, by United States First Class Mail, postage prepaid, and addressed to the other party at the address set forth in the first paragraph of this Agreement or to another address if so advised by either party during the term of this Agreement.
- Governing Law. This Agreement and the rights of the Consultant and Client hereunder will be governed by, interpreted, and enforced in accordance with the laws of the State of Washington, exclusive of its conflict of law provisions. Any dispute arising under this Agreement shall be governed by the courts of the State of Washington. Each party hereby waives any right to jury trial in connection with any action or proceedings in any way arising out of or related to this Agreement and submits to the jurisdiction of the courts of the State of Washington.
- Construction. Wherever possible, each provision of this Agreement will be interpreted so that it is valid under the applicable law. If any provision of this Agreement is to any extend invalid under the applicable law, that provision will still be effective to the extent it remains valid. The remainder of this Agreement also will continue to be valid, and the entire Agreement will continue to be valid in other jurisdictions.
- Electronic Copies/Reproduction Deemed an Original. Consultant and Client may electronically store and preserve this Agreement, and discard and otherwise destroy the original signed document(s). Any reproduction of this Agreement containing a replication of both parties’ original signatures and derived from either party’s electronic storage system will be deemed to be original and authentic, and may serve in the place of the original signed document for all purposes.
- Limitations of Program and Related Services. Client acknowledges and agrees that Consultant is not an employee, agent, lawyer, doctor, manager, therapist, public relations or business manager, registered dietician, or financial analyst, psychotherapist or accountant. Client understands that Consultant has not promised, shall not be obligated to and will not; (i) procure or attempt to procure employment or business or sales for Client; (ii) perform any business management functions including but not limited to, accounting, tax or investment consulting, or advice with regard thereto; (iii) act as a therapist providing psychoanalysis, psychological counseling or behavioral therapy; (iv) act as a public relations manager (v) act as a publicist to procure any publicity, interviews, write-ups, features, television, print or digital media exposure for Client; (vi) introduce Client to Consultant’s full network of contacts, media partners or business partners. Client understands that a relationship does not exist between the parties after the conclusion of the Program. If the Parties continue their relationship, a separate agreement will be entered into. Client accepts and agrees that Client is responsible for its own progress and results from the Program. Consultant makes no representations, warranties or guarantees verbally or in writing relating to the performance of Client or its business when utilizing the Program. Client understands that because of the nature of the Program, the results experienced by Client may significantly vary from others using the Program. Client acknowledges that as with any business endeavor, there is an inherent risk of loss of capital and there is no guarantee that Client will reach its goals as a result of participation in the Program.
- No Warranties. CONSULTANT MAKES NO WARRANTIES REGARDING THE PROGRAM PROVIDED HEREUNDER. CLIENT ACKNOWLEDGES THAT CONSULTANT’S SOLE OBLIGATION IS TO PROVIDE THE PROGRAM IN ACCORDANCE WITH THIS AGREEMENT. THE PROGRAM IS PROVIDED AND ACCEPTED BY CLIENT “AS IS,” WITHOUT ANY WARRANTY WHATSOEVER. ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED. CONSULTANT DOES NOT WARRANT THAT THE PROGRAM WILL MEET SUBSCRIBER’S REQUIREMENTS. Where jurisdictions do not allow the exclusion of implied warranties, the liability exclusions set forth above shall be interpreted to apply to the maximum extent permissible under applicable law.
- Forward Looking Statements. Client understands and agrees that: (i) there is no guarantee that Client will earn any money using the techniques and ideas in the Program; (ii) examples in the Program are not to be interpreted as a promise or guarantee of earnings; (iii) earning potential is entirely dependent on the person using the Program and the ideas and techniques contained therein; (iv) level of success in attaining the results claimed in the Program depends on the time Client devotes to the Program and the ideas and techniques used in the Program and Client’s finances, knowledge and various skills; (v) materials in the Program and Consultant’s website an marketing materials may contain information that includes or is based upon forward-looking statements that give Consultant’s expectations or forecasts of future events. These statements use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a description of potential earnings or financial performance. Any and all forward looking statements are intended to express Consultant’s opinion of earnings potential. Many factors will be important in determining Client’s actual results and no guarantees are made that Client will achieve results similar to other persons or businesses.
- Limitations of Liability. IT IS AGREED THAT CONSULTANT’S LIABILITY, WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE, BREACH OF STATUTORY DUTY, PRODUCT LIABILITY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF THE FEES PAID AND COMMISSION BY CLIENT TO CONSULTANT FOR THE PROGRAM, AND UNDER NO CIRCUMSTANCES SHALL CONSULTANT BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA, OR FOR ANY DAMAGES, OR SUMS PAID BY CLIENT TO THIRD PARTIES, EVEN IF CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Indemnification by Client. Client shall indemnify, defend and hold harmless Consultant and its employees, agents, contractors, heirs, successors and assigns from and against any and all liabilities, damages, losses, costs and expenses, including reasonable attorneys’ fees, paid or incurred by them in connection with any claim, demand, action, suit or proceeding (collectively, a “Claim”) based upon or arising from any of Client’s breach of its covenants, representations or warranties under this Agreement or any of Client’s or services provided to its customers, including any goods or services including or incorporating the Program in any way.
By clicking the icon button stating “I agree”, “I accept”, “Agree”, “Accept” or words of similar import, Client agrees, accepts and consents to the terms and conditions of this Agreement and shall be deemed an acknowledgement that Client has read, understands and agrees to be bound by the terms and conditions of this Agreement and Client acknowledges receipt of a copy of this Agreement. If Client does not click the icon button stating “I agree”, “I accept”, “Agree”, “Accept” or words of similar import, the Program will not be provided to Client by Contractor.