Terms of Participation — Intentional Visibility

Please READ carefully. This Customer Agreement (this “Agreement”), dated as of the date of deposit payment (the “Effective Date”), is by and between Intentional Branding LLC (“Company,” “We,”) and the client (“Customer,” “You” and together with Company, the “Parties,” and each a “Party”).

WHEREAS, Company has the capability and capacity to provide certain branding and design services; and

WHEREAS, Customer desires to retain Company to provide said services, and Company is willing to perform such services under the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Customer agree as follows:

DISCLAIMER

The Company’s Terms of Use, Notices, Disclaimer, and Privacy Policy are hereby incorporated by reference into this agreement. Except as modified by this Agreement, each of those agreements and policies shall apply fully to your participation in the Program. Read full terms at https://intentionalvisibility.com/legal/

SERVICES

Company shall provide to Customer the services (the “Services”) set out in the Statement of Work, which is attached hereto as Exhibit A (the “Statement of Work”). The Statement of Work shall not be modified or expanded except by written agreement of the Parties.

FEES AND EXPENSES

In consideration of the provision of the Services by the Company and the rights granted to Customer under this Agreement, the total amount due may depend upon the package and is specified on the invoice or payment page. Payment shall be made monthly — and will be collected via AUTOPAY on the day of the month when the plan is originated. There is a minimum commitment of 3 months (3 payments), and monthly payments will continue until Customer gives a 2-week written notice (via email, Voxer, or Facebook Messenger) to cancel for the following month. If Customer cancels after the 3 months and resumes service within 12 months, they may not be eligible for certain benefits and bonuses, such as a full strategy planning session and social media cover images; Customer is advised to clarify before resuming service. 

The Company may occasionally increase or adjust fees and/ or services. In the case that this happens, Company will give Customer at least a 30-day notice before increasing or adjusting Customer’s payment.

In the event that the Customer fails to make any payment required by this Agreement, Company shall immediately cease all work until payment is made.

GUARANTEE/ REFUND POLICY

We want you to be happy with your purchase. Because this is a time-intensive service, refunds will not be offered, except where noted in this agreement. Company stands by the quality of curation and design of their work and will recreate as necessary to Customer satisfaction. Company cannot make guarantees of specific business results. 

LIMITED WARRANTY AND LIMITATION OF LIABILITY

Company warrants that it shall perform the Services:

• In accordance with the terms and subject to the conditions set out in the Statement of Work and this Agreement.
• Using personnel of commercially reasonable skill, experience, and qualifications. This allows the Company to subcontract work to other independent contractors dependent on the Customer’s needs. Customer gives permission for project details to be shared with Subcontractor(s).
• In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.

NATURE OF COPY

Customer is responsible for servicemark/ trademark, copyright and patent clearances; claims and representations made; and legal clearance of provided content, as appropriate. The Company will include copyright notices to your work, but Customer is responsible for registering the work to obtain protection, if desired.

ERRORS AND OMISSIONS

While the Company works hard to ensure the integrity of the content in all of our work, we are not responsible for incorrect information, typos, errors, or omissions. Customer is responsible for carefully reviewing proofs and Website drafts for accuracy. Customer approval is required on final draft or proof prior to release for printing, uploading or other implementations. Email/ text/ voicemail approval is considered an acceptable form of authorization.

CONFIDENTIALITY

From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” is identified as confidential when disclosed, or which the Receiving Party should reasonably know to be confidential (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 7; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.

If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy.

TERM & TERMINATION

This Agreement shall commence as of the Effective Date and shall continue for the duration of the working relationship between Customer and Company, until another agreement takes its place, or until the Agreement is terminated. 

Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party:

• Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 15 days after receipt of written notice of such breach.
• Becomes insolvent or admits its inability to pay its debts generally as they become due.
• Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing.
• Is dissolved or liquidated or takes any corporate action for such purpose.
• Makes a general assignment for the benefit of creditors.
• Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

Company may terminate this Agreement before the expiration date of the Term on written notice if Customer fails to pay any amount when due hereunder and such failure continues for 15 days after Customer’s receipt of written notice of nonpayment.

LIMITATION OF LIABILITY

IN NO EVENT SHALL COMPANY BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

ENTIRE AGREEMENT

This Agreement, including and together with the attached Statement of Work constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

SEVERABILITY

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

AMENDMENTS

No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party.

WAIVER

No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

ASSIGNMENT

Customer shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Company. Any purported assignment or delegation in violation of this section shall be null and void. No assignment or delegation shall relieve the Customer of any of its obligations under this Agreement.

PROPERTY

Any files related to the project will be shared with the Customer through Dropbox, email, or other mutually agreed upon format within 3 business days of the VIP date. Customer is responsible for saving any files by downloading to their own device or making their own copy, including any video tutorials created by Company. Requests to the Company for files to be re-sent will not be guaranteed.

ARTIST’S RIGHT

The Company may use the work completed for Customer as samples of work online and in print; and retains full rights to preliminary (unused) concepts/sketches, which may be used for other clients/projects as the Company sees as appropriate.

NO EXCLUSIVITY

The parties expressly acknowledge that this agreement does not create an exclusive relationship between the parties. Customer shall be free to engage others to perform services of the same/similar nature to those provided by Intentional Branding LLC; and Intentional Branding LLC shall be free to offer/provide services to others, solicit other clients and otherwise advertise services offered.

RELATIONSHIP OF THE PARTIES

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

NO THIRD-PARTY BENEFICIARIES

This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

EARNINGS DISCLAIMER

In this agreement, there are no guarantees concerning the level of business or financial success you may experience because of this program/ service. While every effort has been made to accurately represent our programs and services, and the value they provide, there is no guarantee that you will make any money. You accept the risk that the earnings and income levels differ by individuals. As with any business, your results may vary and will be based on your individual capacity, business experience, knowledge, expertise, and level of desire.

The use of our information, products and services should be based on your own due diligence and you agree that the Company is not liable for any success or failure that is directly or indirectly related to the purchase of your program or service. Running a business carries risks, and your use of any information contained on this Website is as at your own risk. Subject to our Refund Policy, we provide content and services without any express or implied warranties. By continuing to use our site and access our content, programs, and services, you agree that We are not responsible for any decision you may make regarding any information presented or as a result of purchasing any of our products or services.

ARBITRATION

You hereby expressly waive any and all claims you may have, now or in the future, arising out of or relating to this Website, the Company, any and all contracts you enter into with the Company, and any and all of the Company’s products and services.

To the extent that you attempt to assert any such claim, you hereby expressly agree to present such claim only through binding arbitration to occur in Denver, Colorado. You further agree to and do hereby waive any right to class arbitration and agree, instead, to conduct an arbitration related solely to any individual claims you and/or any entity related to you asserts against the Company. To the fullest extent permissible by law, you further agree that you shall be responsible for all costs associated with initiating the arbitration and for the administration of the arbitration.

INTERNATIONAL CUSTOMERS

Company Website, resources, products, and services are controlled, operated, and administered from our offices within the United States. If you access the Website, resources, products, and services from a location outside the U.S., you are responsible for compliance with all local laws. Customer agrees to not use the Company Website, resources, products, and services in any country or in any manner prohibited by any applicable laws, restrictions, or regulations.

COUNTERPARTS

This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

FORCE MAJEURE

The Company shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Company including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 15 days, Customer shall be entitled to give notice in writing to Company to terminate this Agreement.

INDEMNIFICATION

You shall indemnify, defend, and hold the Company harmless the Company, its Representatives and their successors and assigns against any and all losses, damages, liabilities, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Losses”), relating to or arising out of your use of or inability to use the Website or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. The Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defenses.

AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date by their respective duly authorized officers.

CONTACT US

Intentional Branding LLC welcomes your questions or comments regarding this Statement of Privacy. If you believe that Intentional Branding LLC has not adhered to this Statement, please contact Intentional Branding LLC at:

Intentional Branding LLC
11887 Washington St # 33953, Northglenn, CO 80233
Email: colleen@colleendavis.com
Phone: 720.560.0667

This policy was last updated on April 25, 2023

Exhibit A

STATEMENT OF WORK

NOTE: The Intentional Visibility Package Level covered in this Customer Agreement is indicated by the paid invoice or payment page — paid by the Customer. This Agreement may cover more than one type of service and will remain in force until a new Agreement is signed/ accepted — or this Agreement is terminated.

INTENTIONAL VISIBILITY SERVICES INCLUDE: 

• Visibility Strategy Planning Session (~60-minute session, one-time to kick off program)
• Monthly Planning Sessions (~30-minute sessions)
• Weekly Office Hours (~10-minute meetings scheduled during set office hours, subject to change)
• Curation/ Creation — including quotes, tips, conversation-starters, etc. — from YOUR content, including programs, courses, videos, podcasts, books, free downloads, white papers, blogs, etc. (note: we prefer audio/ video content for best results). We may also tap into other content and edit/change it to represent your voice. 
• Images will be professionally designed in Canva. You may request access to the Canva templates we’ve created. 
• (level 1) Custom on-brand, professionally designed image posts with captions, and hashtags (as appropriate) – for up to 3 profiles/ pages/ groups*, for every weekday of each month (formatted as 1200×1200 which works with all platforms) *The scheduling software we use allows posting on FB profiles with the additional step of approving posts on your phone app.
• (level 2) Custom on-brand, professionally designed image posts or short videos with captions, and hashtags (as appropriate) – for up to 5 total profiles/ pages/ groups*, for every weekday of each month (images formatted as 1200×1200 which works with all platforms). Videos include trimming/editing/captioning for up to 8 – 30-90 second videos per month (from your video content). *The scheduling software we use allows posting on FB and TikTok profiles with the additional step of approving posts on your phone app.
• Note: Social images will be professionally designed, with YOUR branding (colors, fonts, logos, style, etc.). We will create social image templates that may be used multiple times for a variety of your posts. We may also create a few social images that are a bit different or include photos/ illustrations specific to the post content. Not every image will be a “unique layout/design.” We are helping you become VISIBLE… recognizable, therefore your posts will always maintain a similar, branded look.
• Bonus Holiday/ Observances Images may also be provided
• Images/ Posts will be scheduled for you, based on the ideal timing for YOUR audience — we’ll shuffle the images so that there is variety in your posts from profile to profile
• Monthly Conversation Starter Ideas
• Monthly/ Weekly/ Daily Theme Ideas Calendar
• One set of fresh Social COVER Images for profiles/ platforms (depending upon program level)