Sacred Stylist Mastermind Agreement
Effective Date: July 2023
THE AGREEMENT: This Mastermind Agreement (hereinafter, "Agreement") is made by and between Elizabeth Faye Salon LLC, a limited liability company, and under Hair Love University, DBA, are organized under the laws of the state of Utah, hereinafter referred to as "Mastermind Provider," and you, further defined below, as a participant in the Mastermind, also defined below.
This Agreement, including all parts and sub-parts, constitutes the entire agreement between the involved parties. It supersedes all prior discussions, understandings, and agreements, whether written or verbal, relating to the subject matter herein. No modification or amendment to this Agreement shall be valid unless made in writing and signed by all parties.
This Agreement shall govern the use of all pages and screens in and on the Mastermind (all collectively referred to as "Mastermind") and any services provided by or on this Mastermind Provider through the Mastermind ("Services") and/or on the Mastermind Provider's website ("Website").
Article 1 - DEFINITIONS:
a) The parties referred to in this Agreement shall be defined as follows:
- Mastermind Provider, us, we: Mastermind Provider, as the creator, operator, and publisher of the Mastermind, is responsible for providing the Mastermind publicly. Mastermind Provider, us, we, our, ours and other first-person pronouns will refer to the Mastermind Provider, as well as, if applicable, all employees and affiliates of the Mastermind Provider.
- You, the user, the Participant: You, as the Participant in the Mastermind and user of the Website, will be referred to throughout this Agreement with second-person pronouns such as you, your, yours, or as user or participant.
- Parties: Collectively, the parties to this Agreement (Mastermind Provider and You) will be referred to as Parties.
Article 2 - ASSENT & ACCEPTANCE:
By purchasing and participating in the Mastermind, you warrant that you have read and reviewed this Agreement and that you agree to be bound by it. If you do not agree to be bound by this Agreement, please cease your participation in the Mastermind immediately. If you do so after purchase, you will not be entitled to any refund. Mastermind Provider only agrees to provide the Mastermind to you if you assent to this Agreement.
Article 3 - AGE RESTRICTION:
You must be at least 18 (eighteen) years of age to use this Website, participate in the Mastermind or access any Services contained herein. By participating in the Mastermind, you represent and warrant that you are at least 18 years of age and may legally agree to this Agreement. Mastermind Provider assumes no responsibility or liability for any misrepresentation of your age.
Article 4 - LICENSE TO USE WEBSITE & ACCESS Mastermind MATERIALS:
We may provide you with certain information as a result of your accessing of the Mastermind through the Website. Such information may include, but is not limited to, documentation, data, or information developed by us and other materials which may assist in your participation in the Mastermind ("Materials"). Subject to this Agreement, we grant you a non-exclusive, limited, non-transferable and revocable license to use the Materials solely in connection with your participation in the Mastermind and your use of the Website. The Materials may not be used for any other purpose, and this license terminates upon your completion of the Mastermind, your cessation of use of the Mastermind or the Website, or at the termination of this Agreement.
Article 5 - Mastermind DELIVERABLES:
By purchasing the Mastermind you will receive the following deliverables:
- Sacred Stylist Mastermind for 1 year beginning on the Start Date of the Mastermind
- 12 Group Mastermind Coaching Calls with Co-Coaches
- 6 Live Sacred Stylist Workshops
- 1 Monthly Breathwork session hosted by Company or Co-Coaches
- Welcome Box
Deliverables shall be released at the sole discretion of the Mastermind Provider from the time of purchase to the End Date of the Mastermind as specified below.
Article 6 - Mastermind TERMS:
After purchasing the Mastermind, you will not be able to begin until the specified Mastermind September 25, 2023. You must complete the Mastermind by the specified Mastermind August 31st, 2023. Whether or not the Mastermind has been completed by the specified Mastermind End Date, it will expire the following amount of time after purchase: 1 year September 25, 2024.
The indicated Mastermind start and end date is provided as an estimate and is subject to change. We will make reasonable efforts to adhere to the specified start and end date; however, unforeseen circumstances or factors beyond our control may require us to adjust the Mastermind start date. In such cases, we will provide notice to all enrolled participants as soon as possible, and alternative arrangements will be made to accommodate the changed start date. We appreciate your understanding and flexibility regarding any necessary adjustments to the Mastermind start date.
The Mastermind and any of its accompanying Materials may not be shared with any party. If we suspect that the Mastermind or Materials are being shared and/or that you have shared your log-in information with any party, we reserve the right to immediately terminate your access to the Mastermind, in our sole and exclusive discretion.
We do not offer any promises or guarantees with regard to our Mastermind or Mastermind Materials. You hereby acknowledge and agree:
- You are solely and exclusively responsible for the choices that you make with regard to this Mastermind, the Materials contained within it, or any significant changes to your business or life;
- You are solely and exclusively responsible for your own mental health, physical health, business decisions, and any other actions or inaction you choose to take;
- We are not liable for any result or non-result or any consequences which may come about due to your participation in the Mastermind;
- This Mastermind does not constitute a therapeutic relationship or a medical one. We do not provide therapy or medical services and you are responsible for procuring these services at your own will and discretion if needed.
Article 7 - INTELLECTUAL PROPERTY:
You agree that the Materials, the Mastermind, the Website, and any other Services provided by the Mastermind Provider are the property of the Mastermind Provider, including all copyrights, trademarks, trade secrets, patents, and other intellectual property ("Company IP"). You agree that the Mastermind Provider owns all right, title and interest in and to the Company IP and that you will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from the Mastermind Provider.
Article 8 - CONTENT YOU POST:
Through your participation in the Mastermind and your use of the Website, you may be permitted to post materials to the Mastermind pages and other parts of the Website ("User Contributions"). You hereby grant Mastermind Provider a royalty-free, non-exclusive, worldwide license to copy, display, use, broadcast, transmit and make derivative works of User Contributions you post. The Mastermind Provider claims no further proprietary rights in your User Contributions.
You also agree to comply with the "Acceptable Use" provision of this Agreement for all User Contributions that you post, including and especially to not violate the intellectual property rights of any third party through your User Contributions.
If you feel that any of your intellectual property rights have been infringed or otherwise violated by the posting of information or media by another of our users, please contact us and let us know.
Article 9 - YOUR OBLIGATIONS:
As a participant in the Mastermind, you will be asked to register with us. When you do so, you will choose a user identifier, which may be your email address or another term, as well as a password. You may also provide personal information, including, but not limited to, your name. You are responsible for ensuring the accuracy of this information. This identifying information will enable you to participate in the Mastermind. You must not share such identifying information with any third party, and if you discover that your identifying information has been compromised, you agree to notify us immediately in writing. Email notification will suffice. You are responsible for maintaining the safety and security of your identifying information as well as keeping us apprised of any changes to your identifying information.
The billing information you provide us, including credit card, billing address and other payment information, is subject to the same confidentiality and accuracy requirements as the rest of your identifying information. Providing false or inaccurate information, or using the Mastermind or the Website to further fraud or unlawful activity is grounds for immediate termination of this Agreement.
Article 10 - PAYMENT & FEES:
The total Fees for the Mastermind are as follows:
Participants may pay either in a single sum of $5,555.00 USD (five thousand five-hundred and fifty five dollars and 00 cents)
Or they may select from a payment plan of: Twelve (12) consecutive monthly payments of $462.92 USD (four-hundred and sixty-two dollars and 92 cents) starting on the first day of purchase.
If payment is not complete by the specified Mastermind Start Date, you will forfeit your place in the Mastermind and no refunds will be given. If you become more than 7 days delinquent on a payment you will be immediately removed from the Mastermind and all materials until all payments are may current. In this event you will be forfeiting any live calls or materials that may happen at this time.
You acknowledge that regardless of participation, completion of the materials you are responsible for the entire amount agreed upon within this agreement. All payments are non-refundable under any circumstances.
Article 11 - DISCOUNTS:
From time to time, We may offer discounts or promotional offers on our products or services. These discounts are at our sole discretion and may be subject to specific terms and conditions. The availability, duration, and eligibility criteria for any discount or promotional offer will be clearly stated during the promotional period. Discounts cannot be combined unless explicitly specified. We reserve the right to modify or cancel any discount or promotional offer at any time without prior notice. Discounts or promotional offers cannot be applied retroactively to previous purchases or orders. All discounts are subject to applicable laws and regulations. Please review the specific terms and conditions associated with each discount or promotional offer for further details.
Article 12 - CHARGEBACK:
In the event of a payment dispute, the Participant agrees to attempt to resolve the issue directly with us before initiating a chargeback with their bank or credit card company. If Participant initiates a chargeback without first attempting to resolve the issue with us, Participant agrees to pay a chargeback processing fee, to be determined on a case-by-case basis. The Participant understands that initiating a chargeback may result in suspension of services pending the resolution of the dispute. In event of a chargeback that is found in Participant's favor due to Participant's misrepresentation, Company reserves the right to seek legal proceedings for recovery of such fees. The Participant acknowledges that they will be responsible for any attorney fees and costs associated with such legal proceedings. By entering into this agreement, the Participant agrees to this chargeback clause.
Article 13 - ACCEPTABLE USE:
You agree not to use the Mastermind or the Website for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Mastermind or the Website in any way that could damage the Mastermind, Website, Services, or general business of the Mastermind Provider.
a) You further agree not to use the Mastermind or the Website:
1. To harass, abuse, or threaten others or otherwise violate any person's legal rights;
2. To violate any intellectual property rights of the Mastermind Provider or any third party;
3. To upload or otherwise disseminate any computer viruses or other software that may damage the property of another.
4. To perpetrate any fraud;
5. To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme.
6. To publish or distribute any obscene or defamatory material;
7. To publish or distribute any material that incites violence, hate, or discrimination towards any group;
8. To unlawfully gather information about others.
Article 14 - SPONSORSHIPS:
We may accept advertising and sponsorships from commercial businesses or receive other forms of advertising compensation. This disclosure is intended to comply with the US Federal Trade Commission Rules on marketing and advertising, as well as any other legal requirements which may apply.
Article 15 - NO LIABILITY:
The Mastermind and Website are provided for informational purposes only. You acknowledge and agree that any information posted in the Mastermind, in the Materials, or on the Website is not intended to be legal advice, medical advice, or financial advice, and no fiduciary relationship has been created between you and us. You further agree that your participation in the Mastermind is at own risk. We do not assume responsibility or liability for any advice or other information given in the Mastermind, in the Materials, or on the Website.
Article 16 - REVERSE ENGINEERING & SECURITY:
You agree not to undertake any of the following actions:
- Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on the Mastermind or Website;
- Violate the security of the Mastermind or Website through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.
Article 17 - DATA LOSS:
We do not assume or accept responsibility for the security of your account or content. You agree that your participation in the Mastermind or use of the Website is at your own risk.
Article 18 - INDEMNIFICATION:
You agree to defend and indemnify the Mastermind Provider and any of our affiliates (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to your participation in the Mastermind, your use or misuse of the Website, your breach of this Agreement, or your conduct or actions. You agree that we shall be able to select our own legal counsel and may participate in our own defense, if we wish.
Article 19 - SPAM POLICY:
You are strictly prohibited from using Mastermind for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.
Article 20 - MODIFICATION & VARIATION:
We may, from time to time and at any time without notice to you, modify this Agreement. You agree that we have the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement.
To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
Article 21 - MODIFICATIONS OF NAME OF THE MASTERMIND:
W2 reserve the right to modify or change the Name of the Mastermind at any point during the Term of the Agreement. Mastermind Provider and Participant acknowledge and agree that a name change does not in any way impact the deliverables of Mastermind and will not constitute breach or an Amendment by the Mastermind Provider of this Agreement.
Article 22 - ENTIRE AGREEMENT:
This Agreement constitutes the entire understanding between the Parties with respect to the Mastermind. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.
Article 22 - SERVICE INTERRUPTIONS:
We may need to interrupt your access to the Mastermind to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access to the Mastermind and/or Website may be affected by unanticipated or unscheduled downtime, for any reason, but that we shall have no liability for any damage or loss caused as a result of such downtime.
Article 23 - TERM, TERMINATION & SUSPENSION:
We may terminate this Agreement with you at any time for any reason, with or without cause. We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of us or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. You may also terminate this Agreement at any time by contacting us and requesting termination. At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
Please be advised that terminating this Agreement does not entitle you to a refund on any monies spent with us. All payments are non-refundable under any circumstances.
Article 24 - NO WARRANTIES:
You agree that your participation in the Mastermind and your use of the Website is at your sole and exclusive risk and that any Services provided by us are on an "As Is" basis. We hereby expressly disclaim any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. We make no warranties that the Mastermind or Website will meet your needs or that the Mastermind or Website will be uninterrupted, error-free, or secure. We also make no warranties as to the reliability or accuracy of any information in the Mastermind or on the Website. You agree that any damage that may occur to you, through your computer system, or as a result of loss of your data from your participation in the Mastermind or your use of the Website is your sole responsibility and that we are not liable for any such damage or loss.
Article 25 - LIMITATION ON LIABILITY:
We are not liable for any damages that may occur to you as a result of your participation in the Mastermind or your use of the Website, to the fullest extent permitted by law, as noted above. The maximum liability of Mastermind Provider arising from or relating to this Agreement is limited to the greater of one hundred ($100) US Dollars or the amount you paid to us in the last six (6) months. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.
Article 26 - GENERAL PROVISIONS:
- LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
- JURISDICTION, VENUE & CHOICE OF LAW: Through your participation in the Mastermind and your use of the Website, you agree that the laws of Utah shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and us, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the following county: Washington County, Utah. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.
- ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following county: Washington County. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of the following state: Utah. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by us will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
- ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by Mastermind Provider, the rights and liabilities of Mastermind Provider will bind and inure to any assignees, administrators, successors, and executors.
- SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
- NO WAIVER: In the event that we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.
- HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
- NO AGENCY, PARTNERSHIP OR JOINT VENTURE: No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.
- FORCE MAJEURE: We are not liable for any failure to perform due to causes beyond our reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
- ATTORNEY FEES: If any litigation is brought by either party against the other either to enforce the rights of any party hereto or to clarify rights and obligations hereunder, the substantially prevailing party shall be entitled to recover from the other party thereto the reasonable costs and expenses, including reasonable attorney’s fees and costs, of such proceeding.
- ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including e-mail or fax. For any questions or concerns, please email us at the following address: [email protected].