FLIPPING DIRT COACHING TERMS & CONDITIONS (01/01/2023)

These Terms & Conditions (“T&C”) titled “FLIPPING DIRT COACHING Terms & Conditions (01/01/2023)” supplement and are fully incorporated into the Coaching Agreement (the “Agreement”) between LIFESTYLE FREEDOM SERVICES LLC (dba “FLIPPING DIRT” and heretofore within this document referred to as “LFS”) and Client relating to the coaching services identified in the Agreement. Client and its employees, personnel and agents, shall have joint and several liability with respect to the terms and conditions set forth in the Agreement.

1. Coaching Materials.
   1. License. Subject to the terms and conditions contained in the Agreement, and during the Term of the Agreement, LFS grants to Client a right to utilize the Coaching Materials for Client’s use only (the “License”).  All rights and licenses not specifically granted to Client under the Agreement are retained by LFS, including using the Coaching Materials for any and all purposes it deems fit and, the right to license the Coaching Materials to other persons or entities, in each case, in LFS’s sole discretion.  The License is not transferable, and Client shall not sell or sub-license the Coaching Materials to any other person or entity, and shall not give, provide or otherwise distribute the Coaching Materials to any other person or entity. Client acknowledges that the Coaching Materials are the proprietary property of LFS or its affiliates, and that the Coaching Materials have merely been licensed to Client by LFS for the specific purposes pursuant to the terms and conditions of the Agreement.  Client hereby acknowledges and agrees that it does not have, nor will it obtain as a result of the Agreement, any right, title or interest in or to the Coaching Materials, except as explicitly set forth in the Agreement.
   2. Title and Ownership. LFS represents and warrants that it has legal rights in the Coaching Materials sufficient to grant the License contemplated under the Agreement. 
   3. Updates and Improvements. LFS or its affiliates may alter, revise, change, improve or update the Coaching Materials from time to time in its sole discretion (“Update”).  Client shall not alter, revise, change, improve or update the Coaching Materials.  Any alterations, revisions, changes, improvements or updates to the Coaching Materials, whether made by LFS or Client, shall be the property of LFS or its affiliates, even if made in breach of the Agreement by Client.  
2. Other Rights, Services and Obligations.
   1. Except as explicitly set forth in the Agreement, LFS shall not be obligated to provide any other materials, information or services to Client. LFS or its affiliates may alter, revise, change, improve or update the Membership and Coaching Offerings from time to time in its sole and absolute discretion. Furthermore, LFS has the right to reschedule workshops, change any venue, substitute coaches, and/or change any in-person workshops into virtual-only workshops using videoconferencing services. LFS reserves the right to decline or terminate Client’s participation in the Coaching Services for any reason at any time, including, for example, for failing to comply with the Agreement.
   2. 1-on-1 coaching services, when purchased as part of any offering, shall be granted for up to six (6) months from the date of purchase, unless otherwise agreed to in writing and as part of a purchased offering. Coaching sessions shall be not more than 1-hour in duration and once per week during the agreement period, unless otherwise agreed to in writing by both parties. LFS reserves the right to adjust the means, methods, time and location of any coaching sessions. LFS reserves the right to amend (“Update”) the terms of 1-on-1 coaching services at its sole discretion.
3. Independent Business Relationship. LFS and Client are independent contractors and are not and shall not be construed as joint venturers, partners, employers/employees, or agents of the other. Furthermore, the Parties shall not have the power to bind or obligate each other, except as set forth in the Agreement. All services performed by LFS shall be as an independent contractor and not as an employee of Client.
4. Client Obligations and Representations.
   1. Client shall comply with all applicable laws and regulations. Client shall promptly notify LFS of any infringement upon LFS’s rights with respect to the Coaching Materials or otherwise under the Agreement.    
   2. Client acknowledges and agrees that in the performance of the Coaching Services or the Membership: (i) LFS may rely upon information provided by Client without independent verification; (ii) LFS shall incur no liability as a result of such reliance; and (iii) LFS does not assume responsibility for the accuracy or completeness of such information, whether or not it makes an independent verification. Client will reasonably cooperate with LFS to provide LFS with any materials, approvals, access and information within Client’s possession or control that are reasonably necessary for the performance of the Coaching Services or the Membership. LFS shall not be held responsible for delays to the provision of Coaching Services or the Membership arising out of delays by Client, including in providing information, approval, access or materials reasonably necessary for the Coaching Services or the Membership or that are reasonably requested by LFS with respect to the same. Client represents and warrants that information or materials provided by Client to LFS under the Agreement or LFS’s resulting Coaching Services and the Membership based thereon do not and will not infringe or misappropriate any intellectual property rights of any other person or entity.
   3. Client acknowledges and agrees that by entering into the Agreement, Client is providing express consent to be contacted by LFS and/or its affiliates via commercial electronic messages, mail, text, SMS, MMS, telephone or otherwise, to notify Client about new products, services, and features offered by LFS and/or its affiliates. Client may withdraw its consent to receive such communications at any time.
   4. Client acknowledges and agrees that the technical transmission of the Coaching Services and Membership including the Coaching Materials and Membership Offerings and other content that may be provided will involve transmission over various third-party videoconferencing and webinar delivery services and devices, and it is Client’s responsibility to meet the requirements for a stable connection to such third-party videoconferencing and webinar delivery services or devices. This includes, but is not limited to, having appropriate hardware, software, network connectivity, and bandwidth. LFS will notify Client of the details of the third-party videoconferencing and webinar delivery service. LFS’s use of such delivery service is neither an endorsement nor a recommendation of such delivery service. Client shall be responsible for securing its own connection. LFS shall have no liability or responsibility for the videoconferencing and webinar delivery services. LFS shall have the right to change the videoconferencing platform at any time and for any reason. LFS shall have the right to record the coaching sessions, mastermind sessions and expert sessions, and shall have the right to use such recording(s) for any and all uses and in any and all platform and media, whether commercial, promotional or otherwise, throughout the universe, in perpetuity, including, without limitation, images or recordings of Client, Client’s image, Client’s likeness or Client’s voice in any manner, shape or form, without restriction and in conjunction with any text, print, audio, video, digital, electronic or other matter or materials, and in any and all media now known or hereinafter devised.
5. Parties’ Covenants, Representations and Warranties. The Parties have the absolute right, power, authority, and capacity to execute, deliver, and perform the Agreement.  The Agreement has been duly executed and delivered by the Parties, and the Agreement constitutes a legal, valid and binding obligation of the Parties enforceable against the Parties in accordance with its terms.  To the extent the Parties are entities, the Parties are properly organized, existing and in good standing under the laws of the state of organization or incorporation.  There is no action, proceeding, claim, controversy, arbitration, order, decree, judgment, or investigation pending, or, to any Parties’ knowledge, threatened against the Parties, which, if adversely determined, would adversely affect the Agreement or any of the Parties’ rights and obligations hereunder.
6. Non-Disparagement. Neither Party, on behalf of themselves or the Client Parties or the LFS Parties (defined below), shall disparage the other Parties, the Client Parties or the LFS Parties, at any time from and after the Effective Date.
7. Non-Solicitation. During the Term and for two (2) years thereafter, neither Client nor the Client Parties shall directly, or indirectly through association with or ownership, acquisition or control of another person or entity or otherwise, solicit, take away, divest, interfere with, or provide services similar to those of LFS to any current or prospective employee, agent, vendor, student, contractor, subcontractor, client, or customer of LFS or the LFS Parties (defined below).
8. Indemnity. Client shall indemnify, defend and hold LFS, and its officers, directors, members, employees, representatives, agents, affiliates, subsidiaries, successors and assigns (collectively, the “LFS Parties”), harmless from and against any and all claims, actions, losses, liabilities, damages, costs and obligations, including reasonable attorneys’ fees (“Losses”), which LFS or the LFS Parties may suffer or incur, arising out of, based upon or related to: (a) Client’s or its officers, directors, members, employees, representatives, agents, affiliates, subsidiaries, successors and assigns (collectively, the “Client Parties”) breach of or default under the Agreement; or (b) the use of or reliance on the Coaching Materials by Client or the Client Parties, in each case (a) or (b), except to the extent such Losses result directly from the willful misconduct or gross negligence of LFS or the LFS Parties.
9. Remedies. Client agrees that, in the event of any breach or threatened breach by Client of any covenant or obligation contained in Sections 1 (Scope of Services), Sections 2 (Coaching Materials), 8 (Non-Disparagement) and 9 (Non-Solicitation) (“Remedy Sections”), LFS shall be entitled, in addition to any other remedy that may be available to it, including monetary damages, to a decree or order of specific performance to enforce the observance and performance of such covenant or obligation and an injunction or other equitable relief restraining such breach or threatened breach.  
10. Disclaimer; Liability Limitation. EXCEPT AS SET OUT HEREIN, LFS DOES NOT MAKE AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS REGARDING THE COACHING SERVICES, THE MEMBERSHIP/ COACHING PROGRAM/ PRODUCT(S), THE COACHING MATERIALS, CLIENT’S USES BASED ON THE COACHING MATERIALS, THE MEMBERSHIP, AND ANY COACHING SERVICES DELIVERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.  CLIENT ACKNOWLEDGES AND AGREES THAT LFS MAKES NO GUARANTEE WITH RESPECT TO THE SUCCESS, RESULTS, EFFICACY, ETC. OF CLIENT’S USE OF THE COACHING MATERIALS, THE MEMBERSHIP OR THE COACHING SERVICES DELIVERED HEREUNDER.  IN NO EVENT SHALL LFS BE LIABLE TO CLIENT FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES UNDER THE AGREEMENT OR FOR ANY MATTER RELATED THERETO, INCLUDING THE COACHING MATERIALS, IN AN AMOUNT EXCEEDING THE TOTAL FEES PAID TO LFS BY CLIENT UNDER THE AGREEMENT.
11. Term; Termination.
    1. Unless terminated earlier in accordance with the provisions herein, the term of the Agreement shall commence on the Effective Date and shall continue from the Effective Date in perpetuity (the “Term”). Upon any breach of any provision of the Agreement, the non-breaching Party shall provide the breaching party with written notice of such breach.  In the case of non-payment of any amounts due hereunder, the breaching Party shall have five (5) days from such notice to cure any breach, and for all other breaches, the breaching Party shall have fifteen (15) days from such notice to cure any breach.  The non-breaching Party may terminate the Agreement immediately upon the failure of the breaching Party to cure any breach as set forth in this Section. 
    2. LFS, in our sole discretion, may terminate the Agreement in full or in part for any reason at any time without notice. Upon termination of the Agreement, the License shall terminate, and Client shall no longer be able to exploit or utilize the Coaching Materials for any purpose, and, except as otherwise set forth herein, the Parties shall have no further rights, duties or obligations under the Agreement.
    3. Any and all payment made by Client hereunder are non-refundable and shall be forfeited by Client upon termination of the Agreement for any reason.
12. Attorneys’ Fees and Interest. If any Party is required to commence legal action to enforce its rights under the Agreement, the prevailing Party in any arbitration, mediation or legal action shall be awarded its reasonable attorneys’ fees, costs and legal expenses.  Any amount, payment or fee to be paid hereunder that is not paid when due shall bear interest at a rate of eighteen percent (18%) per annum, or if this amount exceeds the any applicable legal rate, then the maximum allowable interest rate.
13. Mediation; Waiver of Jury Trial. In the event of any dispute between the Parties hereto regarding the Agreement that the Parties are unable to resolve among themselves, the Parties shall submit to non-binding mediation conducted in Teller County, Colorado before filing suit. The mediation shall not last longer than one (1) business day (approximately eight hours) unless otherwise agreed by all Parties. The Parties shall select one mediator, who shall not be related to, affiliated with, or employed by either Party. Any Party may initiate mediation by sending a written demand for mediation to the other Party. If the other Party does not respond to the demand within fourteen (14) days or fails to participate in any scheduled mediation agreed to by the Parties, the Party sending the demand may seek an order compelling mediation and the Party that failed to respond to the demand or participate in the scheduled mediation shall pay the actual attorney’s fees and costs incurred by the Party seeking an order to compel mediation. This Section shall in no way limit the Parties’ right to injunctive relief. THE PARTIES HERETO WAIVE A JURY TRIAL IN ANY LITIGATION WITH RESPECT TO THE AGREEMENT.
14. Confidentiality. During the term of the Agreement, the Parties may have access to confidential, proprietary and/or trade secret information, and documentation related thereto, belonging to the other Party, including information about the terms of the Agreement; the Coaching Materials; a Party’s business operations, methods and practices; past, present and prospective employees or students; information of a personal nature, etc. (such information is collectively referred to herein as “Confidential Information”). The Parties acknowledge that Confidential Information is owned by the Party disclosing such Confidential Information and shall continue to be owned, solely, by the disclosing Party. During the term of the relationship, and surviving termination hereof (regardless of the circumstances surrounding termination), the Parties agree not to use, communicate, reveal or otherwise make available Confidential Information for any purpose whatsoever, nor will a Party divulge (or cause to be divulged) any Confidential Information to any person, partnership, corporation or entity except: (a) to a Party’s advisors as may be reasonably required to carry out the purposes of the Agreement; (b) as required by applicable law or court order; (c) as explicitly set forth otherwise in the Agreement; or (d) to a court to defend a Party’s rights hereunder.  Upon termination of the Agreement (if requested in writing) and any other time that a Party may so request in writing, the receiving Party shall immediately destroy or deliver to the other Party all Confidential Information (and all copies thereof), which that Party may then possess or have under its control.  The above restrictions apply to all Confidential Information regardless of the format in which it is created or maintained (hard copy, electronic, or otherwise), or where it is maintained.  Confidential Information shall not include information, that through no fault of the disclosing Party: (a) a Party possessed prior to its association with the other Parties under the Agreement; (b) is within the public domain; (c) has been rightfully received by the receiving Party from a third person (other than via the Agreement); or (d) has been independently developed by the receiving Party.
15. Survival. Section 4 (Client’s Obligations and Representations), Section 5 (Parties’ Covenants, Representations and Warranties), Section 6 (Non-Disparagement), Section 7 (Non-Solicitation), Section 8 (Indemnity), Section 9 (Remedies), Section 10 (Disclaimer and Liability Limitation), Section 12 (Attorneys’ Fees and Interest), Section 13 (Mediation; Waiver of Jury Trial), Section 14 (Confidentiality), Section 18 (Notice) and Section 19 (Governing Law, Venue) and the rights, obligations and duties of the Parties thereunder, shall survive the expiration or earlier termination of the Agreement and shall remain in full force and effect consistent with their terms.
16. Force Majeure.  Neither Party will be responsible for any failure to perform its obligations under the Agreement due to causes beyond its reasonable control, including, but not limited to, acts of god, war, riot, embargoes, acts of civil or military authorities, fire, floods, or accidents. 
17. Entire Agreement; Amendment. The Agreement contain the entire agreement between the Parties with respect to its subject matter.  All other agreements, oral or written, are hereby merged into and superseded by the Agreement.  There are no other agreements which modify or affect the terms hereof.  No amendment hereto shall be binding unless the terms thereof are in writing and signed by both Parties.  No verbal or other agreements modify or affect the Agreement.
18. Notice. Any notice required or permitted by the Agreement shall be in writing and effectively delivered for all purposes if delivered personally, by overnight delivery service, by United States mail, certified mail, postage prepaid, by electronic mail or facsimile using the following mailing addresses: to LFS at 10810 N. Tatum Blvd, Suite 102-840, Phoenix, AZ, 85028 and to Client at the address provided to LFS upon the Effective Date of the Agreement. All notices shall be deemed effective and delivered: (a) upon personal delivery to the Party to be notified; (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day; (c) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.
19. Governing Law, Venue. The performance and interpretation of the Agreement shall be governed in accordance with the laws of the State of Colorado, without regard to the conflict of law principles thereof.  Any litigation arising out of or in connection with the Agreement shall be conducted in Teller County, Colorado.
20. Severability. If any provision of the Agreement shall be held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of the Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the Parties hereto and has like economic effect. 
21. Counterparts. The Agreements may be executed by facsimile, electronic mail or electronic signature and in two (2) counterparts, each of which counterparts shall be deemed to be an original, and all such counterparts shall constitute one (1) and the same instrument.
22. Headings; Exhibits. The headings used in the Agreement are for convenience only and shall not be used to limit or construe the contents of any of the sections of the Agreement.
23. Waiver. Failure on the part of any party to complain of any action or non-action of the other party shall not be deemed to be a waiver of any rights under the Agreement.  No waiver of any of the provisions of the Agreement shall be deemed to be a waiver of other provisions of the Agreement, and a waiver at any time of the provisions of the Agreement shall not be construed as a waiver at any subsequent time of the same provisions.
24. Further Assurances. The Parties agree to execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions of the Agreement.
25. Assignment; Binding Effect. The Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns.  LFS may assign, transfer or delegate its duties under the Agreement without the prior written consent of Client.  Client may not assign, transfer or delegate its duties under the Agreement without the prior written consent of LFS.
26. Construction; Counsel. The Parties have participated jointly in the negotiation and drafting of the Agreement. In the event an ambiguity or question of intent or interpretation arises, the Agreement will be construed as having been drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of the Agreement.  The Parties hereby expressly acknowledge that each Party has been given the opportunity to consult with separate legal counsel for advice on this matter.  Defined terms have the meanings specified, applicable to both singular and plural forms.  All pronouns include the masculine, feminine or neuter. The singular or plural includes the other.  The word “include” (and any variation) is used in an illustrative rather than a limiting sense.  The word "day" means a calendar day, unless a business day is specified.  The recitals and background above are made part of and incorporated as part of the Agreement.