This Agreement is between You the (“Student”) and Kelly Grace Photography, LLC (“Company”) (collectively the “Parties”, or in the singular “Party”), for the purpose of Student purchasing and participating in the Company’s online program (the “Program”). This Agreement shall become effective upon the date of Student completing the checkout process.

Scope of Program: As part of the program, Company shall provide the following to Student: Access to Online Course and access to the Kelly Grace Google Drive templates.

Program Terms

After purchasing the Program, Student will be given access to the online course materials in Thrivecart by Company within 24 hours. Student will have lifetime access to the Course materials so long as the Course is available. In the event Company takes the Course offline, Company will notify Student within 30 days and Student will be able to download the Course materials onto its own media storage.

Student shall only have one license to access the Course and use Course materials. Student understands and agrees that the Course materials may not be shared with any third-party. In the event Company suspects that the Course is being shared or that Student has shared its log-in information with a third-party, Company reserves the right to immediately terminate Student’s access to the Course in its sole discretion.

Fees

In consideration for the coaching services provided by Kelly Grace Photography, LLC, Client agrees to pay amount selected for the course.

Reservation Fee & Client Cancellation

Your seat in the course is secured once this agreement is submitted and the fee listed in Section 2 is paid. Please note that this fee is non-refundable. If you cancel or are unable to complete the course for any reason, no refund will be issued. Course access is non-transferable and may not be sold or given to another individual.

Personal Information

By participating in the Course, Student will be asked to register with the Course hosting platform to receive access to Course materials. Student shall select a username and password and may be asked to provide further personal information. Student agrees to allow Company access to this personal information for all lawful purposes. Student is responsible for the accuracy of the identifying information, maintaining the safety and security of its identifying information, and updating Company on any changes to its identifying information.

The billing information provided to Company by Student will be kept secure and is subject to the same confidentiality and accuracy requirements as Student’s identifying information indicated above. Providing false or inaccurate information, or using the Course for fraud or unlawful activity, is grounds for immediate termination from the Course.

Bonuses

Company may offer bonuses to incoming students via marketing and advertising. Student is entitled to any bonuses offered at the time of enrollment. Bonuses are not guaranteed to be available for the entire lifespan of the Course and vary depending on live and automated promotions throughout the year. Company reserves the right to change or alter bonuses and promotions in its sole discretion.

Copyright

All Course materials, documents, emails, blogs, digital files, paper documents, and any other work created by Company in relation to this Agreement is the exclusive and sole property of Company and are protected by United States Copyright Laws (USC Title 17). Student hereby agrees that Company’s Course and accompanying content is owned by Kelly Grace Photography, LLC and is not to be used for purposes beyond Student implementation. Student is granted a single-use, non-exclusive, non-transferable, revocable license to access and use the Course content and resources. Student shall not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found in the Course. Violations of this federal law will be subject to its civil and criminal penalties.

Termination

Student may not terminate this Agreement once signed and is required to complete all payments as specified in Sections 2 (Fees).

Company may terminate this Agreement in the event Student breaches this Agreement or any of the Course rules and terms. In the event of termination by Company, Student will be immediately removed from the Course. Student shall still be required to complete all payments.

Service Location

Both Parties agree and understand that the Course platform, Thrivecart, and additional services to be provided under this Agreement shall be performed virtually.

Assumption of Risk Using Online Platform

Student agrees that its participation in the Membership is at its own risk. Company does not assume or accept responsibility for the security of Student’s account or content. Student agrees that its participation in the creation of an online account is at its own risk. In the event a breach of security has occurred, Company will notify Student pursuant to all laws and regulations.

Indemnification

Student hereby agrees to indemnify and hold harmless Company and its officers, directors, employees, consultants, contractors, and agents from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expenses and attorneys’ fees, 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 Company pursuant to this Agreement, except to the extent such losses result from the gross negligence or willful misconduct of Company.

Maximum Damages

The sole remedy for any actions or claims by Student shall be limited to a refund, the maximum amount not to exceed the total monies paid by Student under this Agreement.

Limitation of Liability

In no event shall Company be liable under this Agreement to Student 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 Student was advised of such damages, and (c) the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based.

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 14 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 60 days following Notice given by it, the other Party may thereafter terminate this Agreement upon Notice. All payments made by Student up to the date of Notice of a Force Majeure Event are non-refundable.


No Guarantees

Company does not make any guarantees as to the results, including business growth, increased followers, financial or other gains, of any services or information provided during the Coaching Program. Company agrees to provide the services listed in this Agreement during the Coaching time period listed above. Client agrees to take responsibility for Client’s own results.

Release & Reasonable Expectations

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

Every client and final result is different.
Business coaching and/or consulting is a subjective service and Company may give different information to each Client depending on his/her needs and business needs.
Company will use its personal judgment to create favorable experiences during the course, but that each topic covered in the Course may not be applicable to each Client depending on his/her 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.

Spam Policy

Student is strictly prohibited from using the Course and Course materials for illegal spam activities, including, but not limited to, gathering contacts, email addresses, or other personal information from fellow Course students and distributing such information to third-parties or sending any mass commercial emails.

Warranty Disclaimer
Student agrees that participation in the Course and use of the Course program is at their sole and exclusive risk, and that any services provided by Company are on an “as is” basis. Company expressly disclaims 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. Company makes no warranties that the Course will meet Student’s needs or that the Course will be uninterrupted, error-free, or secure.
Professional Disclaimer

The Course and additional services provided by Company according to this Agreement are for informational purposes only. Student acknowledges and agrees that any information posted in the Course, Course materials, or Thrivecart is not intended to be legal advice, medical advice, financial advice, therapeutic advice, or other professional advice, and no fiduciary relationship has been created between Company and Student.

Model Release

This contract serves as a model release giving Company the irrevocable right to use the photographs and video taken by Company at the Course 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. Client 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 client, their legal representatives, heirs, and assigns.

Sales Tax

Should any sale and/or use tax be imposed on any part of this Agreement, such tax shall be collected from Students and remitted by Company. All sales tax will be included on invoices and/or the checkout process through the Company’s online payment platform.

Entire Agreement

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

Venue & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin 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 Clark County, Wisconsin. The Parties assume responsibility for their own collection costs and legal fees incurred should enforcement of this Agreement should it become necessary.

Arbitration

Any and all disputes or disagreements arising 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. Parties agree to be bound by the decision of the arbitrator(s). The arbitration proceeding shall take place in Clark County, Wisconsin 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.

Transfer

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

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.

Headings

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

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: hello@kellygracephoto.com; Student’s Email: as indicated in registration.

Facsimile Signatures

The Parties agree that a facsimile copy (electronic copy) of this Agreement with the signatures as indicated below shall constitute a valid contract.

Student Signature

By submitting this order form and upon completion of purchase, Student confirms that it has read, understands, and agrees to the terms and conditions of this Agreement.

Company Signature

Company has read, understands, and agrees to the terms and conditions of this Agreement.

Kelly Mathis
President/Owner of Company