Terms of Participation — Strategy Session

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 brand consulting 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, Customer shall pay $500 in full prior to Strategy Session. The fee is nonrefundable but may be transferred to another date or service with 7 days prior written notice. The Customer’s payment is valid for 90 days and must be used within that timeframe. In the event the Strategy Session fails to occur within 90 days, or the Customer fails to request a new date at least 7 days prior to their booked appointment, the deposit will be forfeited, and the Strategy Session will be terminated. If the Customer wishes to reschedule beyond 90 days, the original deposit may, at the Company’s discretion, be applied to a new booking at the current Strategy Session rate, which may or may not be higher than the original booking rate.

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 a Strategy Session represents a block of time that the Customer is paying the Company to consult, refunds will not be offered, except where noted in this agreement.

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. 
• In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.

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 thereafter until the third day support period beginning immediately after the conclusion of the Strategy Session, unless sooner terminated. The Strategy Session includes work as outlined in the Statement of Work. Strategy Session hours are typically between the hours of 9:30am Mountain Time to 5:00pm Mountain time.

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.

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 August 27, 2022

Exhibit A

STATEMENT OF WORK

During the Strategy Session, Company agrees to devote up to 90 minutes with Customer. We’ll review where you are, where you most need clarity, and I will give you feedback, tips, information, and resources regarding your brand message and visuals, to help you move forward in your business. We’ll also discuss whether a Brand Expression VIP Day is a good fit for you and your business. Sessions will normally occur between the hours of 9:30am – 5:00pm Mountain Time, Monday through Friday.

If you decide to sign up for a Brand Expression VIP Day, your full fee paid for Strategy Session will be applied to the VIP Day amount due.