“EMPOWERED” HOUSE OF AUDACITY AGREEMENT:
This contract is a legally binding agreement between the Client and Elixir Media Co. LLC, entered into on this date. Herein, the Client shall be referred to as the Client, and Elixir Media Co. as the Consultant. By participating in Empowered: House of Audacity (“the Membership''), signing this Agreement, or accessing the Empowered: House of Audacity Portal (“Portal”) you are agreeing to the following terms.
Please read this agreement carefully before accessing or using Elixir Media Co, LLC’s (the “Company”) proprietary materials which include any written, audio, or visual presentations or documents associated with the Program.
Agreement
Whereas the Consultant will perform a myriad of services (See Sec. II) designed to support the Client in business.
Whereas the Client will compensate the Consultant for said services by paying the fee for the corresponding services (See Sec. III). All mutually agreed-upon fees are due at the time of booking.
Whereas this agreement is binding until the completion of the services.

Terms

Duration
The Consultant will render services for a four-month (4) period to the Client for services beginning on the date this agreement is signed.. The Consultant shall notify the Consultation no less than 30-days in advance of their intention to terminate services. The Client acknowledges and agrees that this agreement will automatically renew if the Client does not provide written notification of termination within 30-days prior to completion of the program term.

Services
The Consultant will provide the following project based/one-time services:

Program Membership:
a. Access to Facebook Community Private Group
b. Access to the Product Suite
c. Access to Live Group Coaching Calls
d. Access to Live workshops
e. Access to Femme Audacity Community Messaging Group
The Program membership services outlined above are referred to as the “Services” or “Program.”
(b) The Services must be utilized during a four (4) month period to the Client for services beginning on an agreed upon specified date.
(c) Any additional services provided by the Company to the Client may require additional fees to be discussed and agreed upon by both parties.
(d) 1:1 Sessions. The Company may make available additional 1:1 sessions to Client for purchase. These sessions will be billed separately and are governed by this Agreement.


II. Client Duties
(a) Compensation. In consideration of the services provided, the Client agrees to remit monthly installments of $350 [three-hundred fifty US dollars] to the Consultant at the specified Founder’s rate. This monthly charge shall be invoiced and payable on a recurring basis, commencing on the date of the contract's commencement and continuing each month thereafter until termination of this agreement. A final bill for services will be applied of the remaining excess charges within the program term subsequent to the end of a given thirty-day notice. All thirty-day notices shall be communicated in writing unless otherwise specified or approved. Should the Client wish to continue their membership in consideration for the Services provided by Company to Client past their initial term, the Client agrees to pay the current program fee of $500 [five-hundred US dollars] at the renewal term. In the event that any authorized charge applied by us to your card fails, the Client remains responsible for payment as agreed to, as well as any penalty/late fees as detailed below.
(b) Late Payment Fee. If any fee outlined in this Agreement remains unpaid following its due date, a late fee of ten percent (10%) of the payment due will be assessed; a late fee will be assessed following each subsequent 7-day period. The Company reserves the right to restrict access to the Services or pause participation in the Program unless and until all outstanding fees have been paid in full.

In the event of hardship, the Consultant extends the Client the opportunity to request, in written form, for a seven (7) extension of their payment without penalty. This grace period may only be granted once at the Client’s request prior to the Consultant’s outreach and not as a result of non-communication on the Client’s behalf. This grace period can also only be utilized once within a client’s contracted term. The Client’s prior agreed upon payment schedule will remain the same. Any subsequent payments to this grace period will not be altered.

An additional grace period of fourteen (14) days and/or thirty (30) days can be granted to the Client, with written permission, and with corresponding late fees assessed. At fourteen (14) days, the Client will be responsible for their current payment with an additional late fee of ten percent (10%) of the payment due will be assessed. At thirty (30) days, the Client will be responsible for their current payment and a late fee of (15%) payment will be added to each payment in addition to any fees accumulated up to that point.
(c) Payment Security and Chargebacks. To the extent that Client provides Company with credit/debit card(s) information for payment on Client’s account, Company shall be authorized to charge Client’s card(s) or account(s) for any unpaid charges on the dates set forth in this Agreement.
The client selects the multiple payment/installment plan to make payments to Company, Company shall be authorized to make all charges at the time they are due and not require separate authorization in order to do so. Client agrees to not dispute any charges at any time. In the event that Client inadvertently disputes a charge made to the account, Client agrees to immediately cancel/withdraw such a dispute. The Client agrees to not cancel the credit/debit card that is provided as security without the Company's prior written consent. Client is responsible for any fees, including attorney’s fees, associated with recouping payment on disputes and any collection fees associated with such an event.
(d) Client understands that Client’s success in the Program is dependent upon Client’s level of participation in the Services. In order to get the most out of the Program, Client must also work to implement the tools and strategies learned throughout the Program and make considerable efforts toward Client’s own development on Client’s own time during the term of the Program. It remains the Client’s responsibility to request support from the Company when needed.
III. Term
(a) The term of this Agreement shall be four (4) months beginning on the date this Agreement is signed or a separate date agreed to in writing. Upon discontinuation of membership, Client will no longer have access to all Services and the Program. The Client and Company understand that this agreement will automatically renew for a new term unless otherwise terminated by either party.

IV. Communication
Communication in our relationship is of the utmost importance. All communication will take place via email. If there will be a time that either the Client or Company will be unavailable (vacation, illness, etc.), that needs to be communicated and a check-in date established.
Our contact info is as follows:
E-mail: hello@elixirmedia.co
All communications will be acknowledged/responded to within 24-48 hours, not including weekends or holidays.
V. Cancellations and Refunds
(a) The Consultant may cancel the Client’s participation in the Program at any time for any reason by providing written notice to the Client. Upon cancellation, access to the Program and Services will be terminated. This agreement, otherwise, cannot be voided during the term of this contract.

The Client both acknowledges and understands that a request for cancellation of participation and/or this Agreement by the Client is at the discretion of the Consultant and will not extinguish the Client’s obligation to pay the full program fee as outlined in Section II(a). Clients will remain obligated to pay all remaining unpaid program fees in full. Both parties understand that once signatures are transmitted digitally and binded by contract, the Client is not permitted to terminate this contract due to reasons, including but not limited to, the membership or group changing in size, scale or format; the membership no longer aligning with the Client’s vision or goals; the membership no longer serving the Client’s perceived needs; the membership not aligning with the Client’s Human Design etc.
(b) In the event that the Client engages in abusive or unprofessional behavior in the Program, towards representatives of the Company or other Program members, the Company reserves the right to cancel Client’s membership and terminate access to the Services, without notice. No refund will be provided in the event that this takes place. Clients will remain obligated to pay all remaining unpaid program fees in full.
c) Company may decide to terminate the coaching relationship at any time. In the event that Company decides to do so, Company shall release Client from any further financial obligation under the Contract. This does not include the circumstances described in Section V (a) and Section V(b).
(d) Client’s failure to effectively participate in the Program is not grounds for a refund.
(e) Rescheduling. Group sessions/calls will be scheduled by the Company. In the event that Client cannot attend a scheduled call, Client may inform Company, however, the call will take place at the scheduled time. Clients will receive access to a recording of the call within 72 hours of the call taking place. Client is not entitled to a partial or full refund in the event that Client misses a live call.
In the event that Company cannot host the scheduled call at the previously scheduled time due to illness, travel, or other unexpected circumstances, Company will make a reasonable effort to reschedule the call for a later or earlier date and will notify Client via email and the Community/Facebook Group.
(f) Refund Policy. Due to the nature of the services provided, no refunds can be provided. Client understands that disputing a charge through his or her financial institution is a violation of this Agreement and agrees to not do so. Please refer to Section II(c) for our payment dispute policy.
(g) The Program and Term cannot be paused or placed on hold for any reason without the written authorization of the Company.
(h) Force Majeure. Notwithstanding the above, the Company may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of Company that materially affects the Services provided in this Agreement, including:
1. A natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, or infestation); or
2. War, invasion, act of foreign enemies, embargo, or other hostility (whether declared or not); or
3. Any hazardous situation created outside the control of either party such as a riot, disorder, pandemic or epidemic, nuclear leak or explosion, or act or threat of terrorism.
In the event that Section V(h) applies, the Company will be permitted to make a reasonable effort to reschedule calls/sessions/etc. as needed in order to comply with the terms of this Agreement, however, will not be found in breach if this is not possible due to the circumstances.


VI. Early Termination

(a) The Client both acknowledges and understands that a request for early termination of participation and/or this Agreement by the Client is at the discretion of the Consultant and will not extinguish the Client’s obligation to pay the full program fee as outlined in Section II(a). In the event of a written request for early termination, the Company may present the Client with the following options:

Early Termination may be granted in the circumstance that:

1. The Client pays all remaining unpaid program fees in full from the time of their termination to the end of their agreement term.


2. The Client has the option to pay the full value of each itemized resource and/or amenities that they have access to up to the point of their request for termination as highlighted in their program membership (See Sec. I)

The Client acknowledges and understands that the aforementioned options are not guaranteed and may be presented on a case-by-case basis. Early Termination remains at the discretion of the Consultant.


VII. No Guarantees
(a) We cannot guarantee the outcome of the Services and/or participation in the Program. We make no guarantees other than that the Services described in Section I (a) shall be provided to you in accordance with this Agreement. Client acknowledges that Company cannot guarantee any results of the Services/Program as such outcomes are based on subjective factors (including, but not limited to, Client’s participation) that cannot be controlled by Company. Any testimonials or reviews shared by Company are not a representation of guaranteed results, only possible results. Client not achieving his or her desired results is not grounds for a refund.
(b) From time to time, and upon Client’s request, Company and/or its representatives may provide Client with recommendations or referrals for third-party service providers. Company in no way guarantees the quality of service provided by any third party and bears no liability with respect to such service or experience.
(c) Affiliate links. Company may provide Client with affiliate links under which Company may benefit monetarily. Company in no way guarantees the quality of service provided by any third party and bears no liability with respect to such service or experience.
(d) Technical issues. In the event that the learning materials provided via the online learning platform (Kajabi, Teachable, etc.) are inaccessible, Company shall have 72 hours to re-deliver access to Client.
VIII. Confidentiality
(a) Client Information. Any and all Client information and data of a confidential nature, including but not limited to any and all design, creative, marketing, sales, operating, performance, know how, business and process information (“Confidential Information”), shall be treated by Company in the strictest confidence and not disclosed to third parties or used by Company for any purpose other than for providing Client with the services specified here without Client’s express written consent, other than to comply with law. Confidential Information shall not include any information which (a) becomes available to the public through no breach of confidentiality by Company, (b) was in Company’s possession prior to receipt from the disclosure, (c) is received by Company independently from a third party free to disclose such information, or (d) is independently developed by Company without use of the Client’s Confidential Information.
(b) Participant Information. Client agrees to keep confidential any Confidential Information, as defined in paragraph 6(a), shared by fellow participants in the Program (“Participants”). Any Confidential Information shared by Participants is confidential, proprietary, and belongs solely and exclusively to the Participant who discloses it. Client agrees not to disclose, reveal or make use of any Confidential Information or any transactions, during discussions, on the Facebook group or otherwise. Client agrees not to use such Confidential Information in any manner other than in discussion with other Participants during the Program. Confidential Information shall not include information rightfully obtained from a third party. Client will keep Participants’ Confidential Information in strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, loss and theft.
(c) Company Information. Client agrees to keep confidential any Confidential Information, as defined in paragraph 7(a), shared by Company in the Program. Any Confidential Information shared by Company, its employees or contractors is confidential, proprietary, and belongs solely and exclusively to Company. Client agrees not to disclose, reveal or make use of any Confidential Information or any transactions, during discussions, on the Facebook group or otherwise. Client agrees not to use such Confidential Information in any manner other than in discussion with other Participants during the Program. Confidential Information shall not include information rightfully obtained from a third party. Client will keep Company’s Confidential Information in strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, loss and theft.
(d) Non-Disparagement. Client shall, during and after the participation in the Program, refrain from making any statements or comments of a defamatory or disparaging nature to any third-party regarding Company, or any of Company’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law. This provision in no way restricts a Client’s ability to communicate reviews or performance assessments about Company’s goods or services.
(e) Violations of Confidentiality. Client agrees that if Client violates or displays any likelihood of violating this paragraph 6 the Company and/or the other Program Participant(s) will be entitled to injunctive relief to prohibit any such confidentiality violations to protect against the harm of such violations.
IX. Independent Contractors
(a) Independent Contractor Relationship. This Agreement shall not render Company an employee, partner, agent of, or joint venturer with the Client for any purpose. Company is and will remain an independent contractor and service provider in its relationship to the Client. Company is or remains open to conducting similar tasks or activities for entities other than the Client and holds itself out to the public to be a separate business entity. Company shall retain sole and absolute discretion in the manner and means of carrying out the activities and responsibilities under this Agreement. The Company will not be required to follow or establish a regular or daily work schedule. Company will not rely solely on the equipment or offices of Client for completion of tasks and duties set forth pursuant to this Agreement. Any advice given to Company regarding services performed for the Client shall be considered a suggestion only, not an instruction. Company and Client agree to conform to any and all IRS tests necessary to establish and demonstrate the independent contractor relationship between Client and Company.
(b) Taxes & Benefits. Company will be responsible for filing its own tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Client shall not be responsible for withholding taxes with respect to Company’s compensation. Company shall have no claim against Client for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
X. Ownership of Intellectual Property
(a) IP Ownership. Client agrees that the Program contains proprietary content (“Intellectual Property”) that is owned solely by Company and/or its licensors and is protected by copyright, trademark, and any other applicable intellectual property laws. Company retains the sole right to use, reproduce, and distribute the Intellectual Property throughout the universe in any and all mediums. Company grants Client a license to use the Intellectual Property solely for Client’s own noncommercial purposes. Client agrees that it has no right to create derivatives of, share, reproduce, distribute, modify, translate, post, license, sell, loan, or otherwise exploit the Intellectual Property, whether commercially or non-commercially, and acknowledges that doing so constitutes a violation of law. For the avoidance of doubt, Client agrees not to create any derivative products, blog posts, websites, guides, worksheets, tool kits, videos, audio recordings, or the like based on Company’s Intellectual Property (including any and all content) or that in any way violates Company’s Intellectual Property, without Company’s written consent. Any registered or common law trademark, service mark, logo or tagline used in conjunction with the Program is property of the Company. Clients may not use such trademarks or service marks for any purpose except with written permission by the Company.
Empowered Strategy™ is a trademark of Elixir Media Co, LLC. Expand™ Open Group is a copyrighted work of Elixir Media Co, LLC. The Femme Audacity™ membership is a copyrighted work of Elixir Media Co, LLC. Empowered: House of Audacity™ Open Group is a copyrighted work of Elixir Media Co, LLC.
(b) No Resale of Services Permitted: Client agrees not to reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purposes, any portion of the Program (including course materials), use of the Program, or access to the Program. This agreement is not transferable or assignable without the Company’s prior written consent.
(c) Client agrees to not share access to the materials with others. This includes parties that have not purchased access to the Program, or any other third party that Company has not granted access to.
(d) Recordings. All group calls and meetings are recorded by the Company. Clients may access these recordings via the online forum or other means provided by the Company. Client agrees and consents to the recording of any calls, meetings, or conversations which take place as part of this Agreement. Company reserves all rights in any and all recordings.
XI. Warranties
(a) Company’s Warranties. Company represents, warrants, and covenants that, Company has full authority to enter into this Agreement and all of the Services, whether performed by Company or any of its subcontractors, will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable and qualified personnel.
(b) Client’s Warranties. Client represents, warrants, and covenants that Client has full authority to enter into this Agreement and has or will obtain all of the necessary consents, rights, licenses, clearances, releases or other permissions to lawfully consummate the transactions and lawfully discharge, in all material respects, each and every of Client’s obligations or duties, whether performance is due now or during the Term.
(c) Except for the express warranties provided throughout these terms, neither party makes any other warranties, express or implied.
XII. Limitation of Liability
(a) In no event shall Company have any liability to Client for any lost profits, loss of use, business interruption, costs of procurement of substitute goods or services, or for any indirect, special, incidental, multiple, exemplary, punitive, or consequential damages however caused and, whether in contract, tort or under any other theory of liability, whether or not either party has been advised of the possibility of such damage; and
(b) In no event shall Company’s liability to Client exceed the fees paid by Client under these terms, whether in contract, tort, or under any other theory of liability.
(c) The limitations in this Section XI shall not apply to a breach of confidentiality by a party to this Agreement or the obligations under paragraphs 7 and 8.
(d) Client understands that the information presented in the Program is not legal, financial, therapeutic, or medical advice and the Company is not a law firm. All of the information provided throughout the Program and Services including the resources delivered via phone/video conference, e-mail, in the online forum, live events including webinars and video/audio recordings educating about business, laws, and/or finance-related information, are resources for educational and informational purposes only and should not take the place of hiring a licensed professional.


XIII. Entire Agreement; Modification
This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all the parties.
No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision. No waiver shall be binding unless executed in writing by the party making the waiver.
XIV. Neutral Construction
This Agreement was prepared by Company and/or Company’s legal counsel. It is expressly understood and agreed that this Agreement shall not be construed against Company merely because they were prepared by its counsel; rather, each provision of this Agreement shall be construed in a manner which is fair to both parties.
XV. Changed Terms
Parties may amend this Agreement only by mutual Agreement and in writing, signed and agreed to by both parties.
XVI. Assignment
This Agreement shall be binding on the parties to it and their respective heirs, legal representatives, successors, and assigns; provided, however, that Client may not assign any of its rights under this Agreement.
XVII. Notices
All notices, requests, demands, and other communications under this Agreement shall be in writing and properly addressed as follows:
Elixir Media Co, LLC.
E-mail: hello@elixirmedia.co


XVIII. Governing Law; Venue; Mediation
This Agreement shall be construed in accordance with, and governed by, the laws of the State of Virginia as applied to contracts that are executed and performed entirely in Virginia. The exclusive venue for any proceeding based on or arising out of this Agreement shall be Virginia Beach County, Virginia. The parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement by mediation, after a good faith effort to resolve such dispute amicably. Parties shall share in the costs of mediation. The parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration or other dispute resolution procedures.
XIX. Recovery of Litigation Expenses
If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.
XX. Severability
Wherever possible, each provision of this contract will be interpreted so that it is valid under applicable law. If any provision is held illegal or unenforceable, that provision will be reformed to the extent necessary to make the provision legal and enforceable. All remaining provisions will remain unaffected & will continue in full force and effect.
Both parties understand that signatures transmitted digitally and created electronically via touchscreen or computer mouse shall have the same force and binding effect under law as an original handwritten signature in ink.