Luminary Leadership Incubator

Client Services Agreement, effective on Date of Purchase

THIS CLIENT SERVICES AGREEMENT (“Agreement”) is made upon checkout between Luminary Leadership Co.  (“Company”) and you, the “Client” (collectively as the “Parties”). 

The Parties have agreed that Client would like to retain Company to provide consulting services for Client, any other Exhibits as may be incorporated under this Agreement from time to time upon acceptance of same by the Parties (the “Services”). The Parties agree to the following:  

1. Term. This Agreement shall be effective as of the date of purchase and shall continue until completion of the Services. This is a 9-month program starting on September 12, 2022 and ending on June 16, 2023. The Parties may extend the term by entering into an amendment to this Agreement.

2. Representations and Warranties. The Parties shall perform the Services described in this Agreement and any exhibits hereto. 

3. Company represents and warrants that: 

1. Company will perform the Services in compliance with all applicable laws and regulations; and,
2. Company has the full and unrestricted right, power, and authority to enter into this Agreement, perform the Services, and grant the rights granted herein. 

4. Client represents and warrants that: 

1. Client will provide the information needed by Company to perform its duties, in the format requested by Company, as described herein; 
2. Client will abide by all payment and scheduling terms as set forth
3. Client has the full and unrestricted right, power, and authority to enter into this Agreement, perform the Services, and grant the rights granted herein;
4. Client has no other agreements with any other party that would conflict with this Agreement; and
5. Client will abide by the Consulting Guidelines as set forth 

5. Changes and Revisions. This Agreement is limited to the Services outlined. If Client requests new work or changes that are outside the original scope of the Services, Company will provide an estimate. Additional services may be added and charged based on agreement between Company and Client. 

6. Compensation and Payment. Client shall pay Company the fees in US dollars as set forth in this Agreement.  

If any additional fees are incurred by Company, as agreed to by the Parties, Company will invoice Client for all such expenses. All accepted methods of payment will be indicated on the invoice.   

If Client has not paid its invoice or Company is unable to automatically charge Client’s credit card through the payment system within 7 days of receipt of such invoice), Client agrees that it will be charged a late fee of 25% of the total amount due on a weekly basis until payment is received.

Failure to pay any fee or invoice may result in temporary or permanent suspension of the Services.

In the event that Company incurs legal fees, costs, or disbursements in an effort to collect its invoices, in addition to interest on the unpaid balance, Client agrees to reimburse Company for all such expenses.

7. Status. The Parties understand and agree that Company is an independent contractor. Neither Company nor Company’s agents shall be entitled to and waive any and all claims to any employee benefits as a result of Client’s relationship with Company. It is understood by the Parties that the relationship established by this Agreement is one of an independent contractor and not an employment relationship, joint venture, partnership, or otherwise. Company is not authorized to enter contracts or agreements or create obligations on behalf of Client to third parties unless otherwise indicated by Client, in writing. 

8. Termination. Either Party may terminate this Agreement at any time upon ten (10) days written notice.  Should the Agreement be terminated prior to the end of the Term (as defined in Exhibit A), Company will not provide refunds for any fees already paid.  Upon termination prior to the end of the Term, Client will be required to pay any remaining balance as outlined in Section 20 Compensation and Fees. 

Company shall provide a final bill to Client within three (3) days after the written notice. The bill will be immediately due and payable, and upon payment, any or all final work product shall be turned over to Client.

9. Confidentiality. The Parties agree to hold in strict confidence and not to disclose to others or use for any purpose (other than the performance of this Agreement and Services), either before or after termination of the Agreement, any confidential or proprietary information of the other Party, including, without limitation, any confidential or proprietary information that is transferred pursuant to this Agreement. Confidential and proprietary information includes, without limitation, any technical or business information, logins, product formulas or specifications, manufacturing techniques, process, experimental work, program, software, marketing or distribution plans, strategies, methodologies, or arrangements, or trade secrets relating to the products, systems, equipment, services, sales, research or business plans. Confidential information is not limited to a specific medium and can be oral, written or physical in format (“Confidential Information”).   

The Parties shall not disclose Confidential Information to any third party, other than the receiving party’s personnel or agents, in any form without the disclosing party's prior written consent. The Parties shall not disclose Confidential Information to any personnel or agents without the need to know such information. Except as otherwise provided below, information shall not be considered confidential hereunder nor subject to the provisions of this section if it can be demonstrated: (i) to have been rightfully in the receiving party's possession prior to the date of the disclosure of such information to the receiving party, if such prior possession was not otherwise subject to a restriction on disclosure; (ii) to have been in the public domain prior to the date of the disclosure of such information to the receiving party; (iii) to have become part of the public domain by publication or by any other means except an unauthorized act or omission on the part of the receiving party, or (iv) to have been supplied to the receiving party without restriction by a third party who is under no obligation to maintain such information in confidence. Confidential Information shall not be deemed to be generally available to the public or in the Parties’ possession merely because it may be embraced by a more general disclosure, or merely because it may be derived from combinations of disclosures generally available to the public or in the Parties’ possession. 

Upon the disclosing party’s request, the receiving party shall return to the disclosing party any and all written or physical embodiments (including copies) of Confidential Information disclosed to the receiving party by the disclosing party which is then in the receiving party’s possession, custody or control. Such Confidential Information includes all documents or computer files, including emails, which contain or reflect the Confidential Information. The confidentiality obligations set forth in this Agreement shall survive ten (10) years after termination or expiration of the Agreement.

10. Intellectual Property - Company Materials.  All original materials provided by Company to Client, Company’s trademarks, trade dress and trade secrets and any other items deemed to be Company’s intellectual property are owned by Company (the “Materials”). The Materials are provided for Client’s individual use only and may not be transferred. Client is not authorized to use or transfer the Materials.  All Materials remain the property of Company. Client acknowledges that Client has no right, title, or interest in or to the Materials. Client acknowledges that Client will make no claim to any right, title, or interest in the Materials. Client further acknowledges and agrees that Company shall own all rights, title, and interest in or to the Materials. The Client will not copy, modify, distribute, sell or lease the Materials or any part thereof.  Client agrees to cooperate with Company, at its expense, in all further actions, which the Company deems necessary or desirable to confirm, register, protect or enforce Company’s rights in and to the Materials.  

11. Disclaimer. Company has made every effort to ensure that all business services have been tested for accuracy. There is no guarantee that Client will see positive results to its business using the techniques and materials provided by Company. Company assumes no management responsibility for Client’s decisions or for policies or practices that Client implements. 

Any statements related to income or earnings potential, regardless of medium, are examples of what may be possible in the future. Company makes no guarantees regarding results, present, or future. Company is not responsible for Client’s earnings, income, sales, or any other business performance as a result of this Agreement. 

12. Limitation of Liability. THE SERVICES ARE SOLD “AS IS.”  TO THE EXTENT ALLOWABLE BY LAW, THE MAXIMUM LIABILITY OF COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES, TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE FEES PAID UNDER THIS AGREEMENT. IN NO EVENT SHALL COMPANY BE LIABLE FOR LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 

13. Indemnification. Client shall indemnify, defend, and hold Company harmless from and against any loss, liability, damage, or expense, including reasonable attorney’s fees, incurred or suffered by or threatened against Company in connection with or as a result of any claim brought by or on behalf of any third party person or entity as a result of or in connection with Company’s appearance or association with Client, unless such claim arises from Company’s acts or omissions or arises from or is related to breach of any obligation and/or warranty made by Company hereunder. 

14. Choice of Law and Jurisdiction. This Agreement shall be governed by the laws of the State of New Jersey without regard to its conflict of laws doctrine, and applicable federal laws of the United States of America.  Jurisdiction of any and all such disputes will lie in the state and federal courts sitting in Hudson County, New Jersey.  Client consents to personal jurisdiction in the state and federal courts located therein and hereby waives all defenses of lack of personal jurisdiction and forum non-conveniens.

15. Assignment. This Agreement shall not be transferred or assigned, in whole or in part, to any third party, in whole or in part, by Client without the express written consent of Company, which may be withheld in Company’s sole discretion. 

16. Notice. Except as otherwise provided herein, all notices that either party is required or may desire to give the other party shall be in writing to the following addresses. Electronic mail is permissible, but will only be considered sufficient notice if the non-sending party affirmatively confirms receipt. 

17. Likeness and Biographical Release.  Client grants Company the right to use Client’s image, visual likeness, portrait, photograph, video and sound recordings (collectively referred to as “Likeness”) in connection with the Services, including appearances on the Recordings.  Client grants Company the right to use Client's biographical information ("Biographical Information"), including, but not limited to name and other personal information conveyed to Company. Such Likeness and Biographical Information will be used in recordings performed during the Program, edited and unedited, and in connection with promotion and/or marketing for the Program and the Company (the “Material”).

Client and Company agree to only use the Client 's Likeness and Biographical Information in connection with the above uses and for no other purpose or purposes without the prior written consent of the Client.

18. Interactions with Other Participants.  Client understands and agrees that Client is responsible for all interactions, outside of the Sessions, that Client has with other participants in the Group.  It is Client’s responsibility to make an independent determination of any dealings, business or otherwise, that Client chooses to have with other Group participants.   Company expressly disclaims any liability that may stem from Group participant interactions.

19. Miscellaneous. 

1. If any of the provisions of this Agreement is or becomes illegal, unenforceable or invalid (in whole or in part for any reason), the remainder of this Agreement shall remain in full force and effect without being impaired or invalidated in any way. 
2. Any rights or obligations contained herein that by their nature should survive termination of the Agreement shall survive, including, but not limited to representations, warranties, intellectual property rights, indemnity obligations, and confidentiality obligations.
3. Any failure of either party to enforce any provision of this Agreement, or any right or remedy provided for therein, shall not be construed as a waiver, estoppel with respect to, or limitation of that party’s right to subsequently enforce and compel strict compliance or assertion of a remedy.
4. Each party has participated in negotiating and drafting this Agreement, such that if any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if the Parties had drafted it jointly, as opposed to being construed against a party by reason of the rule of construction that a document is to be strictly construed against the party on whose behalf of the document was prepared. 
5. The Agreement may be executed in several counterparts, all of which taken together will constitute one single agreement between the Parties. The Parties expressly agree that with respect to this Agreement, an electronic signature or executed document which has been formatted as a Portable Document Format (PDF) and electronically exchanged shall be binding upon the Parties. 
6. This Agreement, along with all attachments, represents a single agreement, as well as the entire agreement with respect to the subject matter. This Agreement supersedes any prior agreement between the Parties, whether written or oral, with respect to the subject matter, and may be modified or amended only by a writing signed by the party to be charged.

20. Compensation and Fees:

IF PAY IN FULL: Client shall pay $25,000 USD which is the full pay option for this 9 month program for the term of this Agreement. 

IF PAYMENT PLAN: Client shall pay 9 (nine) monthly payments of $2,899 USD with the first payment due at checkout. Payment is then automatically deducted on the same date, each subsequent month, through the Company's online payment system. By signing below and making payment through Company’s online payment system, Client agrees to pay the Monthly Payment of $2,899 USD for 9 months and authorizes the Company to charge Client’s credit card as payment for Client’s participation in the Program.  

Client represents and warrants that all payment information is true and Client is authorized to use the payment instrument.  Client will promptly update Client’s payment information with any changes (for example, a change in billing address or credit card expiration date).  

Company does not issue refunds under any circumstances.  Client is responsible for full and timely payment of all fees, regardless of whether Client attends or completes the Program, including, but not limited to, whether Company has limited Client’s access to the Program because of late payments.

IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the day and year of purchase.

Luminary Leadership Co.