Terms of Use

User Agreement for Mindstate® Masterclass Program

IMPORTANT: READ THIS CAREFULLY BEFORE ACCEPTING THESE TERMS AND CONDITIONS, ACCESSING OR USING MINDSTATE PROPRIETARY MATERIALS, WHICH INCLUDES ANY AUDIO AND/OR VISUAL PRESENTATIONS AND/OR PROGRAMS ASSOCIATED WITH MINDSTATE BY ACCESSING OR USING THE PROGRAM, YOU ACKNOWLEDGE THAT:

A. YOU HAVE READ THIS AGREEMENT,

B. YOU UNDERSTAND IT, AND

C. YOU ACCEPT AND AGREE TO BE BOUND BY ITS TERMS.

IF YOU DO NOT AGREE, DO NOT UNDERSTAND, OR DO NOT ACCEPT THIS AGREEMENT, PLEASE DO NOT CLICK THE CHECKBOX THAT YOUR ACCEPT THESE TERMS, ACCESS OR USE ANY OF MINDSTATE’S PROPRIETARY MATERIALS, INCLUDING ANY AUDIO AND/OR VISUAL PRESENTATIONS, MEMBERS AREA, AND/OR PROGRAMS ASSOCIATED WITH MINDSTATE, AND CONTACT US IMMEDIATELY AT [email protected]

This Agreement (the “Agreement”) is entered on the day you accept these terms (“Effective Date”) by and between Mindstate, LLC, located at 3304 Jacks Bank, The Colony, TX 75056 USA (“MINDSTATE”) and (“YOU” or “YOUR”) (collectively the “Parties” and individually “Party”).

WHEREAS, MINDSTATE is engaged in the business of teaching sales and marketing techniques intended to help individuals grow their businesses.

WHEREAS, YOU desire to engage MINDSTATE to provide sales and marketing training and coaching services to YOU in the form of webinars, audio and/or visual presentations, and periodic office hours and possibly personal coaching and evaluation.

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

SECTION 1: Membership and Program Fees

1.1. Program. Under the terms of this Agreement, MINDSTATE agrees to provide marketing training and coaching services to YOU in the form of webinars, audio and/or visual presentations, communities, and periodic office hours (the “Program”) in exchange for a fee (the “Program Fee”), which will be determined according to Paragraph 1.2 below. Your access to the Program is conditional on MINDSTATE receipt of the Program Fee and accepting this agreement.

1. Term. This Agreement will commence upon YOUR acceptance of this Agreement and payment of the Program Fee. YOU agree and understand that upon commencement of this Agreement, you will become enrolled in the Program, which will be made available in perpetuity, excluding your access to weekly office hours. Your access to weekly office hours will conclude twelve weeks after you gain access to the program.

2. Termination. MINDSTATE may immediately terminate this Agreement at any time in its discretion upon written notice to YOU, which may be sent via email. Notwithstanding anything to the contrary herein or otherwise, the provisions of this Agreement concerning indemnification, non-disclosure, Confidential Information, Intellectual Property, disclaimer of warranties, and limitation of liability shall survive the termination of this Agreement.

2. Program Fee. By entering into this Agreement, YOU agree and understand that you are committing to pay

MINDSTATE Either One (1) Payment of $497.00 or Two (2) Monthly Payments of $249.00

The Program Fee is for access to the Program and 12 weeks of access to weekly office hours

3. Promotional Material. By entering into this Agreement, YOU affirmatively agree and acknowledge that MINDSTATE may at any time reproduce and/or disseminate any testimonial describing or otherwise referencing, either directly or indirectly, YOUR experience in the Program, including any specific results experienced by YOU over the course of YOUR participation. YOU agree and acknowledge that this includes any written statements you may publish through social media accounts and online forums, as well as any statements and/or images captured or otherwise recorded over the course of attendance at any event related to the Program. YOU further represent and warrant that any statements or testimonials that you make shall be correct, accurate, and truthful. Additionally, YOU irrevocably and permanently grant, assign and convey to MINDSTATE the right to use, broadcast, distribute, and exhibit in any form now or later developed, including publications for promotion on website entries and social media sites, YOUR name, likeness, image, photograph, voice, and video as related to and in conjunction with YOUR attendance of any Program event and/or participation in the Program (collectively “YOUR Materials”). YOU irrevocably and permanently waive any right to royalties or other compensation arising from or related to the use of YOUR Materials.

4. Refunds. MINDSTATE abides by a strict no-refund policy after 30 days of access to the program. By entering into this Agreement, YOU agree and understand that you are permanently waiving the right to seek or claim any refund of the Program Fee once you have had access to the program for 30 days. YOU further acknowledge, represent, warrant, and agree that, by entering into this Agreement, YOU are taking full responsibility for YOUR own success, and therefore, YOU will not request a refund after you have had access to the program for 30 days. The 30 days starts on the day that you are given access to the program.

5. Commitment to the Program. By entering into this Agreement, YOU commit and agree to faithfully execute all of the lessons, assignments, and coursework in the Program to the best of YOUR ability. YOU further agree to attend all scheduled office hours included as part of the Program. YOU also acknowledge that creating results requires tremendous effort and that YOU are prepared and committed to faithfully making that effort.

SECTION 2: INDEMNIFICATION AND NO WARRANTIES

1. Success not Guaranteed. By entering into this Agreement, YOU agree and understand that MINDSTATE is only granting YOU access to the Program, which attempts to teach YOU sales and marketing techniques intended to help YOU grow YOUR business. MINDSTATE guarantees no specific results. YOU take full responsibility for YOUR own success. YOU acknowledge that everyone's success is different and depends on numerous factors, including, but not limited to, YOUR own drive, dedication, and motivation. Any examples of income or testimonials are not meant as a promise or guarantee of YOUR own earnings or success, and YOU should not rely upon them in any manner whatsoever. Please be aware that YOU may experience loss of income by using the Program. In other words, YOU are completely and totally responsible for YOUR own success, and there is a risk YOU may lose money.

2. Disclaimer of All Warranties. MINDSTATE HEREBY DISCLAIMS, ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. THE PROGRAM, ALONG WITH ANY ANCILLARY SERVICE, IS BEING PROVIDED “AS IS,” WITHOUT ANY TYPE OF WARRANTY WHATSOEVER. IF YOU ARE A CALIFORNIA RESIDENT, BY ACCEPTING THIS AGREEMENT YOU ARE WAIVING CALIFORNIA CIVIL CODE SECTION 1542 WHICH STATES THAT “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

3. Limited Liability. In no event will MINDSTATE be liable to YOU or any party related to YOU for any damages, including damages for loss of business profits or other pecuniary loss, whether under a theory of contract, warranty, tort (including negligence), products liability, or otherwise, even if MINDSTATE has been advised of the possibility of such damages. Limitations herein described shall be applied to the greatest extent enforceable under applicable law.

4. Indemnification. YOU will, at YOUR own expense, defend, indemnify, and hold MINDSTATE, its officers, members, managers, agents, attorneys, and employees, harmless from any and all claims, actions, liabilities, injuries, damages, losses, grants, costs, and expenses, including attorney fees, arising out of, related to, or in connection with YOU being granted access to the Program and/or MINDSTATE’s provision of any service.

SECTION 3: Confidentiality

3.1. Confidentiality. Subject to the terms and conditions herein, only YOU are being granted access to the Program, and during the Program you will be exposed to MINDSTATE’s non-public, proprietary, and/or confidential information (collectively “Confidential Information”). Unless specifically and expressly authorized by this Agreement, YOU shall not use, teach, sell, disclose, reveal, provide or make available to any third party any of MINDSTATE’s Confidential Information, which shall include, but shall not be limited to, materials (whether in electronic form or made available to YOU in private social media groups, or otherwise), documentation, techniques, formulas, methods, processes, algorithms, code, software, designs, uses, apparatuses, notes, trade and service marks, trade dress, trade secrets, images, video, audio, intellectual property, login member credentials, and all non-public elements of the Program disclosed to YOU by MINDSTATE before, on, or after the Effective Date. YOU warrant, represent, and agree to (i) hold the Confidential Information in trust and confidence and avoid the disclosure or release thereof to any other person or entity by using the same degree of care as YOU use to avoid unauthorized use, disclosure, or dissemination of YOUR own confidential information of a similar nature, but not less than reasonable care; and (ii) not use the Confidential Information for any purpose whatsoever except as expressly contemplated under this Agreement. MINDSTATE (or its licensor) shall at all times retain all rights, ownership, title, and interest in any Confidential Information.

3.2 Intellectual Property. MINDSTATE retains all right, title, and interest in and to any and all Intellectual Property owned or licensed by MINDSTATE, including without limitation any and all Intellectual Property in and to the Program. “Intellectual Property” means any and all rights arising in the US or any other jurisdiction throughout the world in and to (a) patents, patent disclosures, and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing; (c) copyrights and works of authorship (whether copyrightable or not), including all rights in audio and visual presentations, documentation, images, designs, computer programs, data, and databases; (d) trade secrets, know-how, and other confidential or proprietary information, and (e) all other intellectual property, in each case whether registered or unregistered, and including all registrations and applications for such rights and renewals or extensions thereof, and all similar or equivalent rights or forms of protection in any part of the world. YOU further acknowledge and agree that this Agreement does not grant YOU any ownership or other right or interest in or to any Intellectual Property of MINDSTATE, whether by implication, estoppel, or otherwise. Any and all trademarks or service marks that MINDSTATE uses in connection with services rendered by MINDSTATE are marks owned or licensed by MINDSTATE. This Agreement does not grant YOU any right, license, or interest in such marks or other Intellectual Property, and YOU shall not assert any right, license, or interest in such marks or other Intellectual Property that is confusingly similar thereto.

SECTION 4: Miscellaneous

1. Non-transferability. The rights and obligations under this Agreement are personal to YOU. YOU may not assign or transfer any rights or obligations under this Agreement.

2. Indemnification. YOU will, at your own expense, defend, indemnify, and hold MINDSTATE, its agents, attorneys and employees harmless from any and all claims, actions, liabilities, injuries, damages, losses, grants, costs, and expenses, including attorney fees, arising out of or in connection with this Agreement and/or YOUR access or participation in the Program.

3. Integration. This Agreement, along with any additional terms or policies incorporated herein by reference, represents the entire Agreement between YOU and MINDSTATE concerning the Program, and this Agreement supersedes and replaces any prior proposal, representation, promise or understanding relating to the Program, whether oral or written. YOU represent, warrant and agree that YOU are not relying upon any prior proposal, sales call, representation, promise or understanding relating to the Program, whether oral or written.

4. Modification. This Agreement is modifiable only by a duly signed written instrument; however, MINDSTATE reserves the right, in its sole discretion, to amend this Agreement from time to time by posting an updated version of the Agreement at www.mindstatemarketing.com. Your continued participation in the Program shall constitute acceptance of any changes made as of the date posted.

5. Waiver; Binding Effect; Counterparts. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of MINDSTATE, its officers, members, managers, agents, or employees, except by duly signed written instrument. The failure of MINDSTATE to enforce any provision of this Agreement shall not constitute a waiver of the future enforcement of that provision and shall not constitute a waiver of the enforcement of any other provision. The Parties represent and warrant that they are authorized to execute this Agreement and that this Agreement and all of its terms and provisions shall be binding upon and inure to the benefit of the Parties and their heirs, legal representatives, successors, and assigns. The Parties further agree that this Agreement may be executed in any number of counterparts, all the counterparts shall be deemed to constitute one instrument, and each counterpart shall be deemed an original. Facsimile, pictures and pdf copies of signatures shall serve as originals.

6. Governing Law and Jurisdiction. This Agreement and any disputes relating to this Agreement shall be governed and construed in accordance with the laws of the United States of America and the State of Texas, without regard for its conflicts of laws principles. Jurisdiction and Venue for any dispute concerning, involving, or in any way related to this Agreement shall lie exclusively in the federal and state courts of Texas State, located in the County of Denton. The Parties expressly waive any objections to such jurisdiction and venue and irrevocably consent and submit to the personal and subject matter jurisdiction of such courts in any action or proceeding. However, this Agreement and/or any court order or judgment arising out of or related hereto shall be enforceable in every state and worldwide.

7. Remedies. In the event of a breach or threatened breach by YOU of any of the provisions of this Agreement, YOU hereby consent and agree that MINDSTATE shall be entitled to obtain, as a matter of right hereby granted, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that monetary damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.

8. Enforceability; Severability; Construction. The invalidity of any portion of this Agreement whether declared invalid by a court or otherwise shall not affect the validity of the remainder of the Agreement. If a court of competent jurisdiction should find the provisions of any provision of this Agreement to be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law. The language in all parts of this Agreement will be construed as a whole according to its fair meaning and not strictly for or against any Party. Any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in the interpretation of this Agreement or any amendments hereto.

9. Attorneys’ Fees and Legal Expenses. If any proceeding or action shall be brought to recover any amount under this Agreement, or for or on account of any breach hereof, or to enforce or interpret any of the terms, covenants, or conditions of this Agreement, the prevailing party shall be entitled to recover from the other party, as part of the prevailing party's costs, reasonable attorneys' fees, the amount of which shall be fixed by the court, and shall be made a part of any award or judgment rendered (regardless of whether or not the matter is contested).

BY CLICKING THE ACCEPT BUTTON, YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND AGREE TO ALL THE AFOREMENTIONED TERMS, INCLUDING THOSE RELATED TO PROGRAM FEES, STRICT NO REFUND POLICY, AND CONFIDENTIALITY.