ONLINE MASTERMIND AGREEMENT

STEPHANIE SMALL PHOTOGRAPHY

This Agreement is between Stephanie Small Photography (hereafter “Company”), and participant (hereafter “Participant”) (collectively the “Parties”, or in the singular “Party”), for the purpose of Participant joining the Stephanie Small Photography Mastermind and Company providing services according to this Agreement. This Agreement shall become effective upon the date of both Parties’ signatures below.

1. Scope of Mastermind

The Stephanie Small Photography Mastermind (“Mastermind”) will take place throughout an 10 week span and consists of 5 group calls (hereafter “Group Calls”), a learning portal, and a private Facebook group where Stephanie Small and her company’s team will be answering questions and sharing information.

The Mastermind Group Calls will be held via zoom. A calendar will be given to participants.

2. Fees

In consideration for the services provided by Company, Participant agrees to pay (check one):

 Pay in Full – $1,497 (reservation retainer included). Payment in full due to secure spot in Mastermind.

Payment plans MUST be paid in FULL even if the duration of the program is over!

Any additional services, calls, emails and time utilized by Participant beyond the scope of the Mastermind will be billed by Company at $500 per hour and invoiced separately to Participant.

3. Reservation, Cancellation & No Refunds

Participant shall reserve their spot in the Mastermind by signing and returning this Agreement along with the non-refundable, non-transferable retainer (“Retainer”) indicated in Section 2. No spot is reserved until this Agreement is signed and the Retainer is received. The full fee of the Mastermind is non-refundable and non-transferable. If Participant elects the payment plan option, Participant is responsible for paying Company the entirety of the remaining balance. The payment plan must be paid on time each month and any default in payment will result in immediate removal from the Mastermind whereby Company shall deem all other payments made as liquidated damages. Company retains the right to legally enforce Participant to pay any remaining balance on their payment plan should cancellation or non-payment occur.

If for any reason and at any time Participant cancels their spot from the date of reserving their spot in the Mastermind to the end of the Mastermind program, no refunds will be allowed whatsoever. Cancellation must be made in writing and sent via email to Company pursuant to the Notice provision in Section 28. Further, no partial refunds of any kind will be allowed for reasons including, but not limited to, a Participant’s absence at a Group Call, inability to conduct a 1-on-1 call due to cancellation or rescheduling difficulties, financial means of Participant, or any other reason Participant determines they do not want to continue with the Mastermind program.

4. Group Calls & 1-on-1 Calls

All Group Calls will last for 60 minutes and include group coaching from Company, hot seats, roundtable discussion, and other types of online coaching. Participant is encouraged to attend all Group Calls but is not required to. Company shall use its best efforts to record the Group Calls and give the recording link to Participant, however, Participant understands and agrees that technology issues may prevent a successful recording and Participant will hold Company harmless for any errors in the recording of Group Calls.

All 1-on-1 Calls between Participant and Company must be scheduled by Participant within 7 business days prior to call time. Participant and/or Company may only reschedule the call in the event of a personal emergency. In the event Participant reschedules the call time, Company will allow only one (1) complimentary reschedule. Thereafter, no reschedule will be allowed and Participant will forfeit the 1-on-1 Call. In the event Company reschedules, Company will work with Participant to find a mutually agreeable time on the Parties’ calendar to reschedule the call time as soon as practicable. All 1-on-1 Calls will last for 60 minutes and Participant understands that calls will not go over time.

Participant understands that the Group Calls and 1-on-1 coaching calls will only occur during the Mastermind time frame and Participant acknowledges that calls will not rollover past the end date of the Mastermind program.

5. Duty of Participant on Group Calls and Group Forums

Participant shall act respectfully on all Group Calls and in group forums. Participant agrees to give as much as it takes. Participant shall refrain from crude behavior or over-taking other participants. Company retains the right to ask Participant to leave a Group Call early if Participant’s behavior is unacceptable.

6. Duty of Company

Company agrees to perform its services as the Mastermind leader to the best of its ability through the duration of the Mastermind program. In the event Company determines, in its sole discretion, that it cannot or will not perform its obligations under this Agreement due to circumstances including, but not limited to, injury, illness, death of family member, pregnancy, military orders, religious obligations, closing of its business, or other personal emergencies, it will:

1. Immediately give Notice to Participant;
2. Attempt to find another competent professional to take its place with the mutual agreement of Participant;
3. If another competent professional is not available or Participant does not agree to transfer of obligations to said alternate professional, Company will issue a refund or credit based on a reasonably accurate percentage of services rendered; and
4. Excuse Participant of any further performance and/or payment obligations in this Agreement.

7. Right to Use Participant Contributions & Model Release

Through Participant’s participation in the Mastermind, Participant may post materials, comments, or replies to comments (“Participant Contributions”) on group forums, materials, or via email to Company. Participant grants Company a royalty-free, non-exclusive, worldwide license to copy, display, use, broadcast, transmit, and make derivative works of all Participant Contributions for marketing and advertising purposes.

This Agreement serves as a model release giving Company the irrevocable right to use the photographs and video taken by Company on Group Calls and 1-on-1 Calls in all forms and in all media and in all manners, without any restriction as to changes or alterations, for advertising, trade, promotion, exhibition, or any other lawful purposes. Company can grant use of the images to third-parties and all compensation for use and credit for the images remain the property of Company. Participant waives any right to inspect or approve the photograph(s), finished version(s) incorporating the photograph(s), or the use to which it may be applied, including written copy that may be created and appear in connection therewith. This release is binding on the Participant, their legal representatives, heirs, and assigns.

8. Bonuses

Company may offer bonuses for paying in full, early bird pricing, or other similar promotions for enrolling in the Mastermind. Specific bonuses are only guaranteed at the exact time when Participant enrolls. Participant may only receive the benefit of bonuses during the Mastermind program period. No bonuses are available to be used or “cashed in” after the Mastermind program ends. Company reserves the right to change or alter bonuses and promotions throughout the enrollment process in its sole discretion, whereby participants may receive differing bonuses upon enrollment.

9. Communication

Company is generally available to provide services during normal business hours: Monday – Friday 9am – 5pm EST, excluding holidays. Company WILL ONLY answer communication through the Mastermind program within the private facebook group. Company will respond to Participant’s questions on the platform within 3 days during business hours. Company WILL NOT answer any emails or direct messages on social media from Participant.

PARTICIPANT UNDERSTANDS AND AGREES THAT IT IS THEIR RESPONSIBILITY TO RESPOND TO COMPANY WITHIN 72 HOURS TO ENSURE THERE IS NO BREAKDOWN OF COMMUNICATION. IN THE EVENT COMPANY DOES NOT RECEIVE A RESPONSE FROM PARTICIPANT WITHIN A 72 HOUR PERIOD, COMPANY SHALL NOTIFY PARTICIPANT THREE ADDITIONAL TIMES REQUESTING A RESPONSE. IN THE EVENT COMPANY DOES NOT RECEIVE A RESPONSE WITHIN 24 HOURS AFTER THE FINAL REQUEST, COMPANY MAY AT THEIR DISCRETION UNILATERALLY TERMINATE THE CONTRACT, REMOVE PARTICIPANT FROM THE MASTERMIND, RETAIN ALL PAYMENTS MADE AS LIQUIDATED DAMAGES, AND SEEK PAYMENT FOR ANY OUTSTANDING SERVICES PERFORMED THAT HAS NOT BEEN PAID BY PARTICIPANT.

10. Service Location

Both Parties agree and understand that the Mastermind program, group discussions, and additional services to be provided under this Agreement shall be performed VIRTUALLY.

11. Confidentiality

Participant shall not (i) disclose to any third-party any details regarding the business of the Company, including, but not limited to, coaching materials, mentoring style, customers, the prices it obtains, the prices at which it sells products and programs, manners of operation, plans or business ideas, strategies and workflows, trade secrets, or any other information pertaining to the business of the Company (the “Confidential Information”), (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the Company, or (iii) use Confidential Information other than solely for the benefit of the Company.

Furthermore, due to the nature of the Mastermind and group coaching experience and need for all participants to talk openly about their businesses, Participant shall not (i) disclose to any third-party any details regarding the business of any other Mastermind participant, including, but not limited to, their business plans or strategies, upcoming courses or launches, prices or customers, manners of operation, trade secrets, or any other information pertaining to the business of the Mastermind participant (the “Confidential Information”), (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the Mastermind participant, or (iii) use Confidential Information other than solely for the benefit of the Mastermind participant.

Participant understands and agrees to this confidentiality clause: [initials]

12. No Guarantees

Company does NOT make any guarantees as to the results, including personal, business, financial or other gains, of any services provided throughout the Mastermind. Company agrees to provide the services listed in this Agreement in a reasonable and timely manner. Participant agrees to take responsibility for Participant’s own results.

13. Release & Reasonable Expectations

Participant has spent a satisfactory amount of time reviewing Company’s business and has a reasonable expectation that Company’s services throughout the Mastermind will produce different outcomes and results for each Participant. Participant understands and agrees that:

• Every Participant and final result is different.
• Business coaching and/or consulting is a subjective service and Company may give different information to each participant depending on their needs and business needs.
• Company will use its personal judgment to create favorable experiences on all Group Calls, but each Group Call’s core subject may not be applicable to each Participant depending on their business needs at that time.
• Dissatisfaction with Company’s independent judgment or individual coaching style are not valid reasons for termination of this Agreement or request of any monies returned.

14. Disclaimer

Participant agrees and understands Company is not providing the professional services of an attorney, accountant, nutritionist, financial planner, therapist or any other kind of licensed or certified professional. Should Participant desire professional services that exceed the scope of this Agreement, Participant must sign a letter of engagement of said professional services with the appropriate service provider.

15. Non-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, 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 other Party. The Parties further agree to do nothing that would damage the other’s business reputation or goodwill; provided, however, that nothing in this Agreement shall prohibit either Party’s disclosure of information which 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.

16. Harassment

In the event Company or any of its agents experience or are made aware of any inappropriate, threatening, hostile, or offensive behavior from Participant at any time during the contractual period or during the Mastermind events (including, but not limited to, unwelcome sexual advances, verbal or physical conduct of a sexual nature, or physical or verbal harassment related to race, sex, creed, color, marital status, sexual orientation, family status, and/or disability), Company will ask Participant to leave the Mastermind immediately and this Agreement shall be deemed terminated. Upon termination due to harassment, Company shall be entitled to retain all monies paid and Participant agrees to relieve and hold Company harmless as a result of incomplete services.

17. Indemnification

Each Party hereby agrees to indemnify and hold harmless the other Party and its agents from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expenses and attorneys’ fees, to which the other may become subject as a result of any claim, demand, action or other legal proceeding by any third-party to the extent such losses arise directly or indirectly out of activities performed by the other Party pursuant to this Agreement, except to the extent such losses result from the gross negligence or willful misconduct of a Party.

18. Maximum Damages

Participant agrees that the maximum amount of damages it is entitled to in any claim relating to this Agreement or services provided in this Agreement are not to exceed the total cost paid to Company or promised to be paid to Company for participation in this Mastermind.

19. Limitation of Liability

In no event shall Company be liable under this Agreement to Participant or any other third-party for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, arising out of, relating to, or in connection with any breach of this Agreement, regardless of (a) whether such damages were foreseeable, (b) whether or not Participant was advised of such damages, and (c) the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based.

20. Force Majeure

No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control that are unforeseen and unpredictable at the time of contracting, including, but not limited to, the following force majeure
events (“Force Majeure Events”): (a) acts of God; (b) a natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), epidemic, or pandemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities. The Impacted Party shall give Notice within 7 days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 7 days following Notice given by it, the other Party may thereafter terminate this Agreement upon Notice.

In the event of termination due to a Force Majeure Event, any and all payments made by Participant up to the date of Notice of a Force Majeure Event are non-refundable. Furthermore, a Force Majeure Event may delay performance of payment by Participant, but Participant is still required to complete all remaining payments after the Force Majeure Event ends. If a Force Majeure Event severely impacts the Mastermind program or ability of Company to provide its services, Company will offer alternative forms of coaching that are equivalent to the services intended under this Agreement in Company’s sole discretion.

21. Sales Tax

Should any sale and/or use tax be imposed on any part of this Agreement, such tax shall be collected from Participant and remitted by Company. All sales tax will be included on invoices.

22. Entire Agreement

This is a binding Agreement that incorporates the entire understanding of the Parties, supersedes any other written or oral agreements between Participant and Company, and any modifications must be in writing, signed by both Parties, and physically attached to the original agreement.

23. Venue & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. The Parties agree that any dispute or lawsuit arising out of, or concerning, this Agreement that is not first resolved by arbitration shall be resolved exclusively in a federal or state court of competent jurisdiction located in Randolph County, NC. The Parties assume responsibility for their own collection costs and legal fees incurred should enforcement of this Agreement should it become necessary.

24. Arbitration

Any and all disputes or disagreements rising between the Parties out of this Agreement upon
which an amicable understanding cannot be reached, shall be decided by arbitration in
accordance with the procedural rules of the American Arbitration Association. The Parties agree
to be bound by the decision of the arbitrator(s). The arbitration proceeding shall take place in Randolph County, NC unless another location is mutually agreed to by the Parties. The cost and
expenses of the arbitrators shall be shared equally by the Parties. Each Party shall be responsible
for its own costs and expenses in presenting the dispute for arbitration.

25. Severability & No Waiver

In the event that any part of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable. Any failure by one or both Parties to enforce a provision of this Agreement shall not constitute a waiver of any other portion or provision of this Agreement.

26. Transfer

This Agreement cannot be transferred or assigned to any third party by either the Company or Participant without written consent of both Parties.

27. Headings

Headings and titles are provided in this Agreement for convenience only and will not be construed as part of this Agreement.

28. Notice

Parties shall provide effective notice (“Notice”) to each other via email at the date and time which the Notice is sent: Company’s Email: stephanieannasmall@gmail.com; Participant’s Email: [enter emails].

29. Counterparts & Facsimile Signatures

A copy of this Agreement may be executed by each individual/entity separately, and when each has executed a copy thereof, such copies, taken together, shall be deemed to be a full and complete agreement between the Parties. The Parties agree that a facsimile copy (electronic copy) of this Agreement, which contains the Parties’ signatures, may be used as the original.

Signatures

By [checking the box/typing “I Agree”] on this order form and upon completion of purchase, Participant confirms that it has read, understands, and agrees to the terms and conditions of this Agreement.”
Each Party has read, understands, and agrees to the terms and conditions of this Agreement.

Participant

Signature: _________________________________________

Printed Name: ______________________________________

Date: ____________________________

Company

Signature: _____________________________________________

Printed Name: _________________________________________

Date: ___________________________

By checking this box and submitting payment, I agree that I have read and understand the terms of this contract.