Service Agreement

Michele Lee Ellis Consulting, LLC Service Agreement

This Service Agreement (“Agreement”) is entered into by and between Michele Lee Ellis Consulting, LLC, a Georgia limited liability company (“Firm,” “MLEC,” “we,” “us,” or “our”), and the individual or business entity purchasing or enrolling in Firm’s services (“Client,” “you,” or “your”).

This Agreement applies to the consulting services, educational services, coaching, training, program access, licensing guidance, templates, resources, and/or related services purchased or selected by Client at checkout, through an invoice, order form, payment authorization, or other enrollment method.

Client desires to receive services from Firm based on the program, service, state-specific needs, or business goals selected by Client. Firm agrees to provide such services according to the terms and conditions set forth in this Agreement, the applicable checkout page, sales page, invoice, order form, payment authorization, written program description, order confirmation, and the policies referenced herein.

By checking the required agreement box at checkout, submitting payment, or otherwise enrolling in Firm’s services, Client acknowledges that Client has read, understands, and agrees to be bound by this Agreement.

NOW, THEREFORE, in consideration of the mutual promises, agreements, and obligations contained herein, the receipt and sufficiency of which are hereby acknowledged, Client and Firm agree as follows:

1. Purpose

The purpose of this Agreement is to define the rights and responsibilities of Client and Firm, establish clear expectations regarding payment, participation, professional conduct, confidentiality, and use of Firm’s services, and protect Firm’s intellectual property, proprietary systems, business methodologies, confidential information, client relationships, and program materials.

2. Description of Services

Firm agrees to provide the consulting, educational, coaching, training, licensing guidance, program access, templates, resources, and related business support services selected by Client at checkout, through an invoice, order form, payment authorization, sales page, or other enrollment method.

The specific services, deliverables, program benefits, access period, and included support shall be based on the program, package, course, membership, or service purchased by Client.

Services may include, but are not limited to:

-Access to online training materials, lessons, videos, worksheets, templates, and educational resources;

-Licensing guidance and general support related to non-medical home care business preparation;

-Customized or state-specific policies and procedures, if included in the program purchased;

-Group coaching, live training, virtual sessions, or instructor-led lessons, if included in the program purchased;

-One-on-one sessions, consultations, or support calls, if included in the program purchased;

-Business education related to starting, operating, or scaling a non-medical home care agency;

-Access to a training portal, community, resource library, or membership platform, if applicable;

-Any additional services specifically listed on the applicable sales page, checkout page, invoice, order form, written program description, or order confirmation.

Firm reserves the right to improve, modify, enhance, replace, update, or discontinue components of its programs, services, portals, resources, materials, sessions, support methods, or delivery methods when Firm determines that doing so improves the client experience, reflects industry updates, supports operational needs, or maintains the overall value of the Services purchased by Client.

Client understands and agrees that the services provided by Firm are educational and consulting services only. Firm does not guarantee that Client will obtain a license, approval, certification, clients, revenue, profitability, business growth, or any specific result.

Client further understands that services may vary based on the program, package, state, service level, or offer selected by Client. Firm is only responsible for providing the services expressly included in the program purchased by Client.

3. Methodology and Client Participation

In providing the Services, Firm may use a variety of teaching, coaching, consulting, training, guidance, implementation, and support methods based on Firm’s professional experience, program structure, values, and service approach.

Client understands and agrees that active participation is important to Client’s experience and progress. Client agrees to participate in good faith, complete assigned tasks when applicable, attend scheduled sessions when included, review provided materials, submit requested information in a timely manner, and remain open to the guidance, recommendations, and methods provided by Firm.

Client understands that Firm’s ability to provide effective support may depend on Client’s timely cooperation, communication, participation, and completion of required steps.

4. Client Responsibilities

Client understands and agrees that Client’s timely cooperation, communication, participation, and completion of required steps are necessary for Firm to provide the Services effectively.

Client agrees to provide complete, accurate, current, and timely information requested by Firm, including business information, state-specific information, licensing-related information, forms, documents, records, and any other information reasonably needed to provide the Services.

Client understands that Firm’s guidance, recommendations, documents, templates, policies, procedures, licensing support, and other Services may be based on information provided by Client. Firm relies on the accuracy, completeness, and timeliness of such information.

Client is responsible for any delay, error, omission, deficiency, rejection, revision, additional work, missed deadline, or other issue caused by inaccurate, incomplete, outdated, or untimely information provided by Client.

Client is responsible for reviewing all materials, documents, templates, policies, procedures, guidance, and recommendations provided by Firm. Client is also responsible for asking questions when clarification is needed.

Client understands and agrees that Firm may provide licensing guidance, education, support, templates, policies, procedures, and general direction, but Firm does not submit licensing applications, business filings, permits, registrations, or other documents on Client’s behalf unless expressly agreed to in writing.

Client is solely responsible for submitting all applications, forms, filings, documents, fees, and required materials to the appropriate state, local, federal, licensing, regulatory, or governmental agency.

Client is responsible for monitoring and responding to all communications, requests, notices, deficiencies, inspections, deadlines, and follow-up requirements from any state, local, federal, licensing, regulatory, or governmental agency.

Client understands that licensing requirements, approval timelines, inspection requirements, documentation standards, and agency decisions may vary by state, county, city, program, payer source, and regulatory authority. Firm does not control any governmental agency, licensing authority, inspector, reviewer, or approval process.

Client is responsible for all third-party costs, including but not limited to state fees, application fees, filing fees, registration fees, legal fees, accounting fees, insurance costs, software fees, background check fees, fingerprinting fees, mailing costs, notary fees, and any other outside costs related to Client’s business or licensing process.

Client understands and agrees that Firm does not replace legal, financial, tax, accounting, insurance, human resources, clinical, or other professional advice. Client is responsible for consulting with qualified professionals when needed.

Client is solely responsible for Client’s business decisions, legal compliance, licensing submissions, operations, hiring decisions, financial decisions, client relationships, caregiver relationships, vendor relationships, and implementation of any information or materials provided by Firm.

Client’s failure to provide requested information, respond in a timely manner, complete required steps, submit required documents, attend scheduled sessions, or cooperate with Firm may delay the Services, affect Client’s progress, or limit Firm’s ability to provide support. Such failure does not entitle Client to a refund, credit, cancellation, pause, extension, or release from payment obligations.

5. No Guarantees and Professional Disclaimer

Client understands and agrees that Firm, its owners, employees, contractors, instructors, coaches, consultants, representatives, and team members do not guarantee any specific result or outcome.

Firm does not guarantee that Client will obtain a license, receive state approval, pass an inspection, launch a business, gain clients, increase revenue, become profitable, secure contracts, obtain funding, hire employees, or achieve any specific business, financial, legal, operational, or personal result.

Client understands that results depend on many factors, including Client’s effort, timing, state requirements, market conditions, business decisions, financial resources, compliance, leadership, and implementation.

Client acknowledges that Firm is not an employment agency, business partner, financial advisor, accountant, attorney, legal advisor, therapist, mental health professional, or medical provider. The Services are provided for educational, consulting, coaching, and general business guidance purposes only.

Client is solely responsible for Client’s own business decisions, legal compliance, financial decisions, licensing submissions, operational choices, and professional relationships. Client should consult with a qualified attorney, accountant, financial professional, insurance professional, or other licensed professional when appropriate.

6. Payment Authorization and Third-Party Financing

In consideration for the Services purchased by Client, Client agrees to satisfy all payment obligations associated with the program, package, course, membership, consulting service, licensing support, or other service selected at checkout, through an invoice, order form, payment authorization, sales page, or other enrollment method, whether such amounts are payable directly to Firm or through an approved third-party financing arrangement.

Client authorizes Firm and its third-party payment processor to charge the payment method provided by Client for all amounts due directly to Firm, including initial payments, installment payments, recurring payments, unpaid balances, late payments, failed payment retries, and any other charges authorized under this Agreement or disclosed at the time of purchase.

Client understands and agrees that payment dates, payment amounts, program term, total purchase price, and any balance due shall be based on the offer selected by Client at checkout, through an invoice, order form, payment authorization, sales page, financing documentation, or written enrollment confirmation.

Client agrees to maintain a valid payment method on file for all amounts Client is responsible for paying directly to Firm until such amounts are paid in full. Client further agrees that failure to use, access, attend, complete, or participate in the Services does not cancel Client's payment obligations.

Third-Party Financing

Client may elect to finance all or a portion of the Services through a third-party lender, financing provider, financing platform, or other financing arrangement approved or accepted by Firm.

Client understands and agrees that any third-party financing arrangement may be subject to separate terms, conditions, disclosures, credit requirements, repayment obligations, fees, interest, payment schedules, and other requirements established by the applicable lender or financing provider. Client is responsible for reviewing and complying with the terms of any financing agreement Client enters into.

Depending on the financing arrangement selected, payments may be handled in one of the following ways:

Payments Made Directly to Lender. If the lender or financing provider pays Firm for all or a portion of the Services and requires Client to make repayment directly to the lender or financing provider, Client agrees to make all required payments in accordance with the separate financing agreement between Client and the lender or financing provider. Firm is not responsible for administering, modifying, extending, forgiving, or otherwise changing Client's repayment obligations to the lender or financing provider.

Payments Collected by Firm. If the applicable financing arrangement requires, permits, or authorizes Firm to collect payments from Client, Client expressly authorizes Firm and its authorized third-party payment processor to electronically debit, ACH draft, or otherwise charge the bank account, debit card, credit card, or other payment method identified by Client in this Agreement, the applicable financing agreement, lender documentation, payment authorization, order form, checkout page, or other enrollment documentation.

Where Firm is authorized to collect such payments, Client authorizes Firm and its authorized payment processor to automatically process payments in the amounts and on the dates stated in the applicable financing agreement, payment schedule, lender documentation, payment authorization, order form, or other written payment arrangement.

Client agrees to provide complete, accurate, and valid payment information and, when applicable, maintain sufficient funds or available credit for all authorized payments. Client agrees to promptly notify Firm of any change to the payment information Firm is authorized to use.

Client understands that the applicable financing agreement, lender documentation, payment authorization, and payment schedule shall determine whether payments are made directly to the lender or financing provider or collected by Firm.

Client shall not be required to make duplicate payments to both Firm and the lender or financing provider for the same financed amount.

Approval for financing, submission of a financing application, receipt of financing proceeds by Firm, or use of a third-party lender or financing provider does not cancel, reduce, or otherwise modify Client's obligations under this Agreement except to the extent expressly stated in the applicable financing documents or agreed to by Firm in writing.

If financing is declined, withdrawn, canceled, reversed, rescinded, unfunded, partially funded, or otherwise becomes unavailable, Client remains responsible for any amounts properly due to Firm for Services purchased or received, subject to this Agreement and any applicable written payment arrangement.

Client understands that Firm is not the lender unless expressly stated otherwise in writing. Firm does not control a third-party lender's approval decisions, credit requirements, interest rates, fees, financing terms, repayment terms, servicing practices, or collection activities.

Nothing in this Agreement modifies, replaces, or overrides any rights or obligations established between Client and a third-party lender or financing provider under a separate financing agreement, except as expressly agreed to in writing by the applicable parties.

7.Chargebacks, Failed Payments, and Financing Defaults

Client agrees not to initiate any improper or unauthorized chargeback, payment dispute, payment reversal, stop-payment request, ACH reversal, or similar action with Client's bank, credit card company, payment provider, lender, or financing provider for any payment properly authorized and owed under this Agreement or an applicable financing arrangement.

Client understands and agrees that payment concerns involving amounts charged or collected directly by Firm must first be submitted to Firm in writing so that Firm has an opportunity to review and respond.

Direct Payments to Firm

For any amount Client is responsible for paying directly to Firm, including initial payments, installment payments, recurring payments, payment plan obligations, past-due amounts, unpaid balances, late payments, or other amounts authorized under this Agreement, Client agrees to maintain a valid payment method on file until all amounts owed to Firm are paid in full.

Client authorizes Firm and its authorized third-party payment processor to retry any failed, declined, returned, reversed, or unsuccessful payment and to charge any valid payment method provided or authorized by Client for any past-due amount, unpaid balance, installment payment, recurring payment, failed payment retry, or other amount properly owed to Firm under this Agreement.

If a payment owed directly to Firm fails, is declined, is returned, is reversed, or cannot be processed for any reason, Client remains responsible for the payment and any outstanding balance owed to Firm.

If any scheduled payment owed directly to Firm remains unpaid for more than ten (10) calendar days after its due date, Firm may declare the full remaining balance owed to Firm immediately due and payable.

Firm may also suspend Client's access to Services, sessions, training portals, communities, templates, resources, program materials, support, and other program benefits while any amount owed directly to Firm remains unpaid.

Payments Collected by Firm Under a Financing Arrangement

If a third-party financing arrangement requires, permits, or authorizes Firm to collect payments from Client, such payments shall be treated as authorized payment obligations for purposes of this Section.

Client authorizes Firm and its authorized third-party payment processor to electronically debit, ACH draft, charge, retry, or otherwise process the bank account, debit card, credit card, or other payment method authorized by Client for amounts Firm is authorized to collect under the applicable financing agreement, lender documentation, payment authorization, payment schedule, order form, or other written payment arrangement.

If any payment Firm is authorized to collect under a financing arrangement fails, is declined, is returned, is reversed, or cannot be processed for any reason, Client remains responsible for that payment and any applicable outstanding amount, subject to the applicable financing agreement and applicable law.

If any such scheduled payment remains unpaid for more than ten (10) calendar days after its due date, Firm may exercise any rights available to Firm under this Agreement and the applicable financing arrangement, including suspension of Services and, where permitted, acceleration of amounts properly owed to Firm.

Payments Made Directly to a Third-Party Lender

If Client's financing arrangement requires Client to make payments directly to a third-party lender or financing provider, Client's repayment obligations, payment schedule, interest, fees, late charges, default provisions, collection procedures, and other lender remedies shall be governed by Client's separate agreement with the lender or financing provider.

Firm does not administer or control payments that are payable exclusively to the lender or financing provider.

Client is responsible for communicating directly with the applicable lender or financing provider regarding payment arrangements, account servicing, late payments, financing defaults, disputes, or other matters relating solely to Client's repayment obligations to the lender.

Nothing in this Section authorizes Firm to independently collect an amount payable exclusively to a third-party lender unless Firm has a separate contractual right to such payment or the applicable financing arrangement expressly authorizes Firm to collect it.

Financing Reversals, Cancellations, or Funding Issues

If financing proceeds paid or expected to be paid to Firm are withheld, reversed, charged back, clawed back, canceled, rescinded, disputed, unfunded, partially funded, or otherwise not received or retained by Firm due to Client's default, misrepresentation, failure to satisfy lender requirements, unauthorized payment reversal, breach of the financing agreement, or other action attributable to Client, Client remains responsible for any amount properly owed to Firm for Services purchased or received, to the extent permitted by the applicable financing agreement and applicable law.

Firm may suspend Client's access to Services, sessions, training portals, communities, templates, resources, program materials, support, and other program benefits while such funding or payment issue remains unresolved.

Client shall not be required to make duplicate payments to both Firm and the lender or financing provider for the same financed amount. Any amount validly paid to and retained by Firm on Client's behalf shall be credited toward the corresponding amount owed to Firm.

Costs, Collections, and Suspension

Client is responsible for any reasonable and lawful costs, fees, expenses, collection costs, attorney's fees, processing fees, chargeback fees, returned payment fees, or other amounts incurred by Firm in connection with failed payments, returned payments, unauthorized payment reversals, improper chargebacks, collection of unpaid balances properly owed to Firm, or enforcement of this Agreement, to the extent permitted by applicable law.

Firm may suspend or terminate Client's access to Services, sessions, training portals, communities, templates, resources, program materials, support, and other program benefits if Client:

-Fails to make any required payment owed directly to Firm when due;

-Maintains a past-due or unpaid balance owed to Firm;

-Fails to make a payment that Firm is expressly authorized to collect under an applicable financing arrangement;

-Provides an invalid, expired, declined, or unauthorized payment method;

-Initiates an improper chargeback, payment reversal, ACH reversal, or payment dispute involving Firm; or

-Otherwise fails to comply with Client's payment obligations under this Agreement.

Suspension or termination of Services does not eliminate any amount properly owed directly to Firm or any separate repayment obligation Client has undertaken with a third-party lender or financing provider.

8. Program Term, No Pauses, and No Extensions

Client understands and agrees that the Services are provided for the program term selected by Client at checkout, through an invoice, order form, payment authorization, sales page, financing arrangement, or other enrollment method. The program term may be six (6) consecutive months, twelve (12) consecutive months, or another period disclosed at the time of purchase, depending on the program, package, course, membership, or service purchased by Client.

Client understands and agrees that the program term begins upon purchase, enrollment, execution of this Agreement, receipt of Client's initial payment, receipt of financing approval or funding when applicable, or another start date designated by Firm in writing.

Client further understands and agrees that the program term runs consecutively. No pauses, freezes, extensions, transfers, substitutions, or early cancellations shall be granted unless approved by Firm in writing.

Client's failure to participate, attend sessions, complete assignments, access the training portal, use program benefits, respond to communications, or continue with the Services does not pause the program term, extend the access period, cancel this Agreement, or release Client from any payment obligations properly owed directly to Firm.

If Client has entered into a separate financing agreement with a third-party lender or financing provider, Client further understands that discontinuing participation, failing to use the Services, losing access to the Services, or choosing not to continue with the program does not automatically cancel, suspend, reduce, defer, or otherwise modify Client's repayment obligations to the lender or financing provider.

Any repayment obligation owed directly to a third-party lender or financing provider shall remain subject to the terms of Client's separate financing agreement and applicable law.

Client understands that the term of the Services provided by Firm and the repayment term established by a third-party lender or financing provider may be different. Completion, expiration, suspension, or termination of Client's access to the Services does not, by itself, alter the repayment schedule established under a separate financing agreement.

Any unused sessions, missed sessions, unused resources, unused portal access, or unused program benefits may be forfeited if not used within the applicable program term or access period, unless otherwise approved by Firm in writing.

Any accommodation, pause, extension, deferral, transfer, payment adjustment, access extension, session rescheduling, deadline adjustment, or other exception granted by Firm shall be considered a one-time courtesy. Such accommodation shall not constitute a waiver of any provision of this Agreement and shall not create any obligation for Firm to provide the same or similar accommodation in the future.

Any accommodation granted by Firm regarding the Services or program term does not modify Client's obligations under a separate third-party financing agreement unless the lender or financing provider separately agrees to such modification in accordance with its own terms.

9. Refunds and Cancellation

Client understands and agrees that all payments made to Firm are non-refundable, except where otherwise required by applicable law or where Firm expressly agrees otherwise in writing.

Due to the nature of Firm's consulting services, educational services, coaching, training materials, licensing guidance, templates, digital resources, program access, and other service-based deliverables, Firm does not offer refunds, credits, cancellations, or early termination after Client enrolls, submits payment, checks the agreement box at checkout, signs this Agreement, enters into an applicable financing arrangement, or otherwise begins the purchase process, except where otherwise required by applicable law or expressly agreed to by Firm in writing.

Client understands and agrees that choosing not to continue, failing to participate, failing to attend sessions, failing to use the training portal, failing to access materials, changing business plans, changing states, experiencing delays, deciding not to open or continue a business, becoming unable or unwilling to complete the program, experiencing financial hardship, experiencing changes in personal or business circumstances, or otherwise electing not to continue with the Services does not entitle Client to a refund, credit, cancellation, pause, extension, reduction of the purchase price, or release from payment obligations.

If Client defaults, stops payment, fails to make scheduled payments owed directly to Firm, initiates an improper chargeback or unauthorized payment reversal, violates this Agreement, or otherwise fails to comply with the terms of this Agreement, Client shall not be entitled to a refund or credit and shall remain responsible for all amounts properly owed directly to Firm.

Client further understands that any installment plan, payment plan, recurring payment arrangement, or other payment arrangement offered or accepted by Firm is not a month-to-month subscription unless the applicable product or service is expressly identified as a month-to-month subscription.

A payment plan or installment arrangement is provided solely as a method of paying the total purchase price and does not give Client the right to cancel the Services or discontinue remaining payments before the applicable financial obligation has been satisfied.

Client remains responsible for all payments properly owed to Firm under the selected program, package, course, membership, consulting service, licensing support, or other service selected at checkout, through an invoice, order form, payment authorization, sales page, or other enrollment method, regardless of whether Client uses, accesses, attends, completes, or participates in the Services.

Third-Party Financing

If Client elects to finance all or any portion of the Services through a third-party lender, financing provider, financing platform, or other approved financing arrangement, the use of financing does not alter Firm's no-refund policy or create a separate right to cancel the Services.

Client understands that Client's obligations to a third-party lender or financing provider are governed by Client's separate financing agreement, lender documentation, payment schedule, disclosures, and applicable law.

If a lender or financing provider pays Firm for all or any portion of Client's purchase, Client's decision to discontinue participation, stop using the Services, fail to access the Services, or request cancellation does not require Firm to refund financing proceeds to Client or cancel Client's financing agreement, except where otherwise required by applicable law, the applicable financing arrangement, or an express written agreement involving Firm.

Client understands that any request to cancel, defer, restructure, modify, dispute, extend, or otherwise change Client's repayment obligations to a third-party lender or financing provider must be handled in accordance with Client's separate financing agreement and the applicable lender's requirements.

Firm does not have authority to cancel, forgive, reduce, defer, restructure, modify, or otherwise alter Client's repayment obligations to a third-party lender or financing provider unless Firm has been expressly authorized to do so under the applicable financing arrangement.

Failure to participate in the Services, termination of Client's participation, expiration of the program term, suspension of access, or termination of this Agreement does not automatically cancel, reduce, suspend, defer, or otherwise modify any separate repayment obligation Client has undertaken with a third-party lender or financing provider.

If Client fails to make payments owed directly to a third-party lender or financing provider, any resulting fees, default consequences, collection activity, repayment obligations, or other remedies shall be governed by Client's separate financing agreement and applicable law.

Written Refund or Payment Accommodation

Notwithstanding the foregoing, Firm may expressly agree in writing to a refund, partial refund, prorated refund, credit, payment adjustment, cancellation, or other financial accommodation in a specific matter.

No refund, credit, adjustment, cancellation, or accommodation shall be valid unless expressly approved or confirmed by Firm in writing.

Any such written accommodation shall apply solely to the specific Client and circumstances for which it is granted and shall not:

-Modify Firm's general no-refund policy;

-Establish a course of dealing, custom, practice, or precedent;

-Constitute a waiver of any provision of this Agreement;

-Create any right or entitlement to a refund, credit, cancellation, adjustment, or similar accommodation for any other Client or future circumstance;

-Require Firm to provide the same or similar accommodation in another matter; or

-Constitute an admission of liability, wrongdoing, breach, fault, or responsibility by Firm.

If Firm expressly agrees in writing to a refund, partial refund, credit, or financial adjustment involving a purchase financed through a third-party lender or financing provider, the refund or adjustment shall be processed in accordance with the applicable financing arrangement, lender requirements, and applicable law.

Where required by the applicable financing arrangement, Firm may remit an approved refund or adjustment directly to the lender or financing provider rather than directly to Client.

Client understands that Firm does not control how a lender or financing provider applies any refund, credit, or adjustment to Client's financing account, including any effect on principal balance, interest, fees, payment amounts, repayment schedule, or other financing obligations.

Any amount properly refunded, credited, or adjusted by Firm shall be limited to the amount expressly approved by Firm in writing and shall not create an entitlement to any additional refund, credit, cancellation, or financial accommodation.

If a financing transaction is canceled, rescinded, reversed, refunded, or otherwise modified pursuant to applicable law or the terms of an applicable financing agreement, Firm will comply with any lawful obligations applicable to Firm in connection with such action.

10. Termination

Client understands and agrees that enrollment in Firm's program, service, course, membership, consulting service, licensing support, or other offer is for the program term selected at checkout, through an invoice, order form, payment authorization, sales page, financing arrangement, or other enrollment method.

Except for products or services expressly identified as month-to-month subscriptions, Client may not terminate, cancel, pause, freeze, transfer, or stop the selected program term early without Firm's prior written approval.

Client may voluntarily discontinue participation in the Services at any time by providing written notice to Firm. However, discontinuing participation does not cancel this Agreement, does not automatically terminate or reduce Client's payment obligations, and does not entitle Client to a refund, credit, cancellation, pause, extension, transfer, or reduction of any amount properly owed.

For amounts payable directly to Firm, Client remains responsible for all amounts properly owed under the applicable program, package, course, membership, consulting service, licensing support, payment plan, installment arrangement, or other service selected at checkout, through an invoice, order form, payment authorization, sales page, or other enrollment method.

If Client has entered into a separate financing agreement with a third-party lender or financing provider, Client's repayment obligations to that lender or financing provider shall remain subject to the terms of the applicable financing agreement and applicable law.

Client understands that discontinuing participation in the Services, termination of this Agreement, suspension of access, expiration of the program term, or termination of Services by Firm does not automatically cancel, reduce, defer, suspend, or otherwise modify any repayment obligation Client has separately undertaken with a third-party lender or financing provider.

Firm's Right to Suspend or Terminate

Firm may suspend or terminate Client's access to Services, sessions, training materials, portals, communities, templates, resources, policies and procedures, program benefits, support, and any other Firm-provided materials if Client:

-Fails to make any required payment owed directly to Firm when due;

-Maintains a past-due or unpaid balance owed to Firm;

-Fails to make a payment Firm is expressly authorized to collect under an applicable financing arrangement;

-Provides an invalid, expired, declined, or unauthorized payment method;

-Initiates an improper chargeback, payment dispute, payment reversal, ACH reversal, stop-payment request, or similar action involving Firm;

-Violates any term of this Agreement;

-Misuses, copies, shares, teaches from, trains from, sells, distributes, displays, rebrands, adapts, modifies, recreates, or otherwise makes unauthorized use of Firm's intellectual property, materials, templates, policies, procedures, resources, or confidential information;

-Uses Firm's policies and procedures, templates, resources, training materials, coaching guidance, consulting guidance, licensing guidance, frameworks, systems, program content, or other materials to teach, coach, mentor, consult, train, advise, support, or provide services to any third party;

-Uses Firm's materials, resources, guidance, program structure, curriculum, systems, or proprietary methods in connection with any paid or unpaid coaching program, consulting service, mentorship, course, membership, mastermind, training, webinar, workshop, digital product, template library, resource library, licensing support service, policy and procedure service, home care startup service, home care operations service, home care growth service, or similar offer;

-Solicits, recruits, markets to, contracts with, or interferes with Firm's clients, students, members, participants, graduates, contractors, employees, team members, vendors, partners, or business relationships;

-Permits any third party to access Firm's training portal, virtual sessions, recordings, course materials, templates, forms, documents, communities, resources, private groups, or other program benefits;

-Engages in disruptive, abusive, threatening, harassing, dishonest, unlawful, unethical, or inappropriate conduct;

-Makes false, misleading, defamatory, or harmful statements about Firm, its owners, employees, contractors, team members, services, clients, students, members, programs, or business operations; or

-Uses Firm's Services, portals, communities, materials, or program access for any unauthorized, unlawful, unethical, or competitive purpose.

Firm may suspend Client's access immediately while reviewing a payment issue, failed payment, chargeback, financing issue, funding reversal, suspected breach, misuse of materials, confidentiality concern, intellectual property concern, conduct issue, or other possible violation of this Agreement.

Effect of Suspension or Termination for Client Default

If Firm terminates or suspends Client's access due to Client's default, non-payment, improper chargeback, unauthorized payment reversal, breach, misconduct, or violation of this Agreement, Client shall not be entitled to a refund, credit, cancellation, pause, extension, or release from any amount properly owed directly to Firm, except where otherwise required by applicable law or expressly agreed to by Firm in writing.

Client shall remain responsible for all amounts properly owed directly to Firm under the program, package, course, membership, consulting service, licensing support, payment plan, installment arrangement, or other service selected by Client.

If Firm is expressly authorized to collect payments from Client under a third-party financing arrangement, Client remains responsible for those authorized payment obligations subject to the applicable financing agreement and applicable law.

If Client's financing arrangement requires payments directly to a third-party lender or financing provider, Client's repayment obligations to the lender shall continue to be governed by Client's separate financing agreement. Nothing in this Agreement authorizes Firm to independently collect amounts payable exclusively to the lender unless Firm has a separate contractual right or authorization to do so.

Financing Reversals Following Termination

If financing proceeds paid or expected to be paid to Firm are withheld, reversed, charged back, clawed back, canceled, rescinded, disputed, unfunded, partially funded, or otherwise not received or retained by Firm due to Client's default, misrepresentation, breach of the financing agreement, unauthorized payment reversal, failure to satisfy lender requirements, or other action attributable to Client, Client remains responsible for any amount properly owed to Firm for Services purchased or received, to the extent permitted by the applicable financing agreement and applicable law.

Client shall not be required to make duplicate payments to Firm and the lender or financing provider for the same financed amount. Any financing proceeds validly paid to and retained by Firm shall be credited toward the corresponding amount owed to Firm.

Termination by Firm for Reasons Other Than Client Default

Firm may also terminate this Agreement if Firm determines that continued service is no longer appropriate, productive, safe, workable, or aligned with the purpose of the program or service.

In such circumstances, Firm may discontinue Services and determine any applicable remedy, refund, credit, payment adjustment, or other accommodation, if any, in writing, subject to Section 9 of this Agreement, any applicable financing arrangement, and applicable law.

Any such written accommodation shall apply solely to the specific circumstances for which it is granted and shall not constitute a waiver, establish a precedent or course of dealing, or create an entitlement to the same or similar accommodation in another matter.

If the purchase was financed through a third-party lender or financing provider, any refund, credit, or payment adjustment expressly approved by Firm shall be processed in accordance with the applicable financing arrangement, lender requirements, and applicable law.

Effect of Termination

Upon termination, Client's access to all Services, sessions, training portals, communities, templates, resources, policies and procedures, program materials, recordings, live trainings, support, and program benefits may be immediately revoked.

Termination does not release Client from payment obligations properly incurred before or during the selected program term.

Termination also does not limit Firm's right to collect unpaid amounts properly owed to Firm, recover lawful costs, pursue remedies for improper chargebacks or unauthorized payment reversals, protect its intellectual property, enforce confidentiality, enforce non-solicitation obligations, enforce non-circumvention obligations, enforce non-disparagement obligations, seek injunctive relief, seek damages, recover attorney's fees, or pursue any other remedies available under this Agreement or applicable law.

Nothing in this Section authorizes Firm to collect amounts payable exclusively to a third-party lender or financing provider unless Firm is separately authorized or legally entitled to collect such amounts.

The following obligations shall survive the expiration, cancellation, suspension, or termination of this Agreement: payment obligations, including applicable financing-related obligations; intellectual property restrictions; confidentiality; non-solicitation; non-circumvention; non-disparagement; indemnification; governing law; dispute resolution; website terms and policies; and any other provision intended to survive termination.

11. Intellectual Property, Limited Use, and Prohibited Teaching or Competitive Use

Client understands and agrees that all materials, content, resources, templates, forms, worksheets, policies, procedures, standard operating procedures, videos, trainings, lessons, recordings, course materials, frameworks, processes, systems, presentations, documents, downloads, scripts, checklists, workbooks, guides, strategies, methods, examples, coaching guidance, consulting guidance, licensing guidance, artificial intelligence-assisted deliverables, prompt libraries, artificial intelligence prompts, AI tool configurations, digital workflows, automation workflows, naming conventions, brand assets, logos, trademarks, copyrights, trade secrets, derivative improvements, updates, revisions, future works, and other materials provided, created, developed, used, licensed, or made available by Firm are the intellectual property of Firm or its owners, employees, contractors, instructors, consultants, representatives, or team members.

All intellectual property provided, created, developed, used, licensed, or made available by Firm is protected by applicable copyright, trademark, trade secret, contract, and other intellectual property laws. Firm retains all ownership rights in and to its intellectual property. No ownership rights are transferred to Client by this Agreement, purchase, enrollment, payment, participation, download, customization, access, use of Firm’s services or materials, or receipt of any deliverable from Firm.

Firm grants Client a limited, non-exclusive, non-transferable, revocable license to access and use Firm’s materials solely for Client’s own individual learning, internal business preparation, licensing preparation, agency setup, compliance preparation, internal staff training, and authorized use within Client’s own home care business, as applicable to the program or service purchased.

Client may use customized policies, procedures, templates, forms, standard operating procedures, and related resources provided by Firm only for Client’s own home care agency and internal business operations. Client may use such materials to support Client’s own licensing preparation, agency setup, internal training, compliance preparation, and operations. Client may not use such materials for the benefit of any third party.

Client agrees that Firm’s policies and procedures, templates, resources, training materials, coaching guidance, consulting guidance, licensing guidance, frameworks, systems, and program content are provided solely for Client’s own internal business use and may not be used, copied, adapted, rebranded, taught from, trained from, sold, shared, distributed, displayed, or provided to any third party, including Client’s own clients, students, members, mentees, consulting clients, coaching clients, or customers.

Client shall not use, share, copy, teach from, train from, distribute, sell, resell, license, sublicense, upload, publish, display, modify, adapt, rebrand, recreate, reverse engineer, or create derivative works from Firm’s materials for any outside client, student, member, mentee, customer, prospect, agency owner, business owner, consultant, coach, trainer, mentor, or third party.

Client specifically agrees not to use Firm’s policies and procedures, templates, forms, checklists, guides, scripts, frameworks, trainings, recordings, coaching guidance, consulting guidance, licensing guidance, program structure, curriculum, business model, proprietary methods, or other resources to teach, coach, mentor, consult, train, advise, support, or provide services to others.

Client shall not use Firm’s materials or resources in connection with any paid or unpaid coaching program, consulting service, mentorship, course, membership, mastermind, training, webinar, workshop, digital product, template library, resource library, licensing support service, policy and procedure service, home care startup service, home care operations service, home care growth service, or similar offer.

Client shall not provide, display, screen share, upload, email, copy, publish, print, distribute, forward, transfer, or otherwise make available Firm’s materials to any third party, including Client’s own clients, customers, students, members, mentees, prospects, contractors, consultants, coaches, trainers, partners, affiliates, or business associates.

Client understands and agrees that changing Firm’s branding, removing Firm’s name, adding Client’s logo, editing the wording, changing the format, modifying the layout, recreating the content, paraphrasing the content, or combining Firm’s materials with other materials does not make the materials Client’s property and does not give Client the right to use, sell, teach, distribute, or provide those materials to others.

Client further agrees not to represent, suggest, imply, or hold themselves out as being authorized, trained, certified, endorsed, affiliated, partnered, approved, or licensed by Firm unless Firm provides prior written authorization.

Client shall not permit any third party to access Firm’s training portal, virtual sessions, recordings, course materials, templates, forms, documents, community, resources, private groups, or other program benefits. Client’s login credentials, portal access, session access, and program materials are for Client’s authorized use only.

Client may not remove, alter, obscure, or delete any copyright notice, trademark notice, proprietary notice, branding, watermark, footer, header, logo, or other ownership designation contained in or on Firm’s materials.

Client may not assign, transfer, delegate, share, or otherwise provide this Agreement, program access, services, materials, benefits, or rights under this Agreement to any other person or entity without Firm’s prior written consent.

Any violation of this section shall be considered a material breach of this Agreement and may result in immediate suspension or termination of Client’s access to services, materials, portals, communities, sessions, support, and program benefits, without refund or credit. Client shall remain responsible for any unpaid balance owed to Firm.

Client understands and agrees that unauthorized use, copying, sharing, teaching, training, distribution, sale, rebranding, adaptation, or competitive use of Firm’s intellectual property may cause substantial harm to Firm. Firm reserves all rights and remedies available under this Agreement and applicable law, including the right to seek injunctive relief, damages, attorney’s fees, costs, removal of unauthorized materials, and any other available remedies.

This section shall survive the expiration, cancellation, suspension, or termination of this Agreement.

12. Confidentiality

Client understands and agrees that, during the course of receiving Services from Firm, Client may receive or have access to confidential, private, proprietary, or sensitive information belonging to Firm, Firm’s owners, employees, contractors, team members, clients, students, members, participants, programs, business operations, methods, systems, pricing, curriculum, templates, resources, strategies, processes, communications, and intellectual property.

Client agrees to keep all such confidential information strictly confidential. Client shall not disclose, share, publish, copy, distribute, teach, sell, use, or make available any confidential information to any third party without Firm’s prior written consent.

Client understands that group coaching sessions, live trainings, communities, events, and other group program spaces may include discussion of Client questions, business situations, licensing concerns, operational challenges, examples, and general experiences shared by Client or other participants.

If Client voluntarily shares information, asks a question, submits a scenario, participates in discussion, or requests guidance in a group setting, Client understands that such information may be heard, viewed, discussed, or responded to by Firm and other participants in that group setting.

Firm may respond to, discuss, and use Client’s voluntarily shared question, situation, scenario, or example for educational, coaching, consulting, training, or guidance purposes during the session, program, or group setting in which it is shared.

Firm may also use general, non-identifying information, lessons learned, examples, trends, scenarios, or teaching points from Client situations for educational, training, marketing, or business purposes, provided that Firm does not disclose Client’s full name, business name, image, voice, screenshot, or other clearly identifying information without Client’s prior written consent.

Client agrees not to disclose, share, record, publish, distribute, or discuss private information shared by other clients, students, members, or participants in any coaching calls, group sessions, live trainings, communities, events, portals, private groups, or other private program spaces.

Confidential information includes, but is not limited to, private discussions, business strategies, program materials, pricing information, client information, participant information, login information, training content, templates, resources, policies and procedures, documents, recordings, screenshots, chat messages, community posts, and any information that a reasonable person would understand to be confidential.

This confidentiality obligation does not apply to information that becomes publicly available through no fault of Client, was lawfully known by Client before disclosure, is independently developed by Client without use of Firm’s confidential information, or is required to be disclosed by law, court order, subpoena, or governmental authority.

Firm agrees to use reasonable care in handling confidential business information Client provides to Firm in connection with the Services. However, Client understands that Firm may use general, non-identifying information, lessons learned, examples, trends, scenarios, or teaching points for educational, training, marketing, or business purposes, provided that Firm does not disclose Client’s full identity or clearly identifying information without Client’s prior written consent.

Client’s confidentiality obligations shall survive the expiration, cancellation, suspension, or termination of this Agreement.

13. Testimonials, Reviews, Media Release, and Case Studies

Client understands and agrees that any testimonial, review, comment, message, social media post, email, survey response, interview statement, video statement, audio statement, image, or other feedback provided by Client to Firm must be truthful, accurate, and based on Client’s honest experience with Firm, its Services, programs, products, events, team, or resources.

Client grants Firm permission to use, reproduce, publish, display, distribute, edit for length or clarity, and share any testimonial, review, feedback, comment, message, image, video, audio recording, or statement voluntarily provided by Client, whether provided directly to Firm, posted publicly online, shared in a social media comment, submitted through a form, sent by email, sent by text message, shared in a private group, or captured during a program, training, session, event, webinar, or related activity.

Firm may use such testimonials, reviews, feedback, comments, images, videos, audio recordings, or statements for marketing, advertising, educational, promotional, training, sales, website, social media, email, presentation, and business purposes, in any format or media, without additional compensation to Client.

Client understands and agrees that Firm may use Client’s first name, business name, city, state, likeness, voice, image, screenshot, written statement, video, audio, or general business results in connection with such testimonial or feedback, unless Client provides a written request asking Firm not to use specific identifying information.

Firm may also reference Client’s experience, business situation, progress, challenges, results, or participation as part of a case study, teaching example, training example, marketing example, or business education example. Firm will not identify Client by full name in a case study unless Client gives written permission or has already voluntarily provided a public testimonial, review, statement, or post containing such identifying information.

Firm may edit testimonials, reviews, feedback, images, videos, audio recordings, or statements for grammar, spelling, length, formatting, clarity, or presentation, provided that such edits do not materially change the meaning of Client’s statement.

Client understands that Firm does not guarantee that Client’s results are typical. Firm may include appropriate disclaimers when sharing testimonials, reviews, case studies, or results. Client further understands that Firm is not required to use any testimonial, review, feedback, image, video, audio recording, statement, or case study provided by Client.

Client may revoke future permission for Firm to use Client’s testimonial, likeness, image, voice, or identifying information by providing written notice to Firm. Revocation shall apply only to future use and shall not require Firm to remove materials already published, printed, distributed, recorded, scheduled, or included in existing marketing assets, advertisements, trainings, presentations, websites, emails, or social media content.

14. Website Terms, Privacy Policy, and Refund Policy

Client understands and agrees that, by purchasing, enrolling in, financing, accessing, or using any program, service, course, membership, training, consulting package, licensing support, digital product, portal, community, resource, or other offer provided by Firm, Client also agrees to be bound by and comply with Firm's website Terms and Conditions, Privacy Policy, and Refund Policy, as posted on Firm's website.

Client acknowledges that Firm's Privacy Policy explains how Firm may collect, use, store, process, disclose, and protect information provided by Client in connection with Firm's websites, Services, programs, platforms, transactions, payment processors, financing arrangements, and related service providers.

Client understands and agrees that Firm may collect and use Client's personal information, business information, contact information, payment-related information, financing-related information, submitted forms, communications, transaction information, and other information as reasonably necessary to provide the Services, manage Client's account, process payments, facilitate financing when selected by Client, administer authorized payment arrangements, communicate with Client, operate Firm's business, improve Firm's Services, prevent fraud, maintain records, and comply with applicable legal or contractual obligations.

Third-Party Service Providers and Financing Providers

Client understands that Firm may use third-party platforms, payment processors, software providers, hosting providers, email providers, course platforms, lenders, financing providers, financing platforms, payment servicing providers, and other vendors or service providers to operate its websites, process transactions, facilitate financing, administer authorized payments, deliver Services, store information, send communications, provide program access, and support Firm's business operations.

Where Client elects to apply for or use third-party financing, Client understands that information may be provided to, received from, or processed through the applicable lender, financing provider, financing platform, payment processor, or related service provider as reasonably necessary to facilitate the financing transaction, confirm financing status, receive or reconcile funding, administer authorized payments, process refunds or adjustments when applicable, address payment or funding issues, prevent fraud, or otherwise administer the transaction.

Client understands that third-party lenders, financing providers, payment processors, and other service providers are separate entities and may maintain their own privacy policies, terms and conditions, data practices, security procedures, financing agreements, disclosures, and legal obligations.

Firm does not control the privacy, security, credit approval, underwriting, servicing, collection, or other practices of an independent third-party lender or financing provider.

Client is responsible for reviewing the terms, disclosures, and privacy practices of any third-party lender or financing provider before entering into a financing arrangement.

Nothing in this Section authorizes Firm to obtain or use Client information in a manner prohibited by applicable law or outside the scope of Client's authorization and the applicable transaction.

Incorporated Policies

The Terms and Conditions, Privacy Policy, and Refund Policy are incorporated into this Agreement by reference.

In the event of a conflict between this Agreement and any Firm website policy, this Agreement shall control as to the specific Services purchased by Client, unless otherwise required by applicable law.

To the extent Client enters into a separate financing agreement directly with a third-party lender or financing provider, the applicable financing agreement shall govern matters relating specifically to the lender's financing terms, including repayment obligations, interest, fees, servicing, lender disclosures, and lender remedies.

Firm's Service Agreement shall continue to govern the relationship between Client and Firm concerning the Services purchased from Firm, except where otherwise required by applicable law or expressly agreed to in writing.

Client understands that Firm may update its website policies from time to time. Unless otherwise stated, the policies posted at the time of Client's purchase or enrollment shall apply to Client's purchase. Continued access to or use of Firm's websites, portals, Services, or programs after posted updates may be subject to the updated policies.

15. Non-Solicitation, Non-Circumvention, and Protection of Firm Relationships

Client understands and agrees that, through participation in Firm’s programs, services, trainings, communities, events, portals, private groups, and related activities, Client may gain access to Firm’s clients, students, members, participants, graduates, contractors, employees, vendors, partners, referral sources, business relationships, confidential information, and proprietary business relationships.

Client agrees that, during the term of this Agreement and for a period of twenty-four (24) months after the expiration, cancellation, or termination of this Agreement, Client shall not directly or indirectly solicit, market to, sell to, contract with, provide services to, recruit, interfere with, divert, or attempt to divert any current or former client, student, member, participant, graduate, contractor, employee, vendor, partner, referral source, or business relationship of Firm for any competing, similar, or related business purpose.

Client further agrees not to use Firm’s communities, private groups, live sessions, events, trainings, portals, contact lists, comment sections, social media platforms, member directories, group chats, direct messages, email communications, introductions, or any other access provided through Firm to solicit business, offer services, promote products, recruit clients, recruit team members, build a competing audience, or establish business relationships with Firm’s clients, students, members, participants, graduates, contractors, employees, vendors, partners, referral sources, or business relationships.

Offering, promoting, or providing commercial services to Firm’s current or former clients, students, members, participants, or graduates is prohibited when such services are the same as, similar to, competitive with, or derived from Firm’s services, programs, content, materials, systems, teachings, resources, policies, procedures, templates, coaching, consulting, mentoring, licensing support, home care startup support, home care operations support, home care growth support, or business education services.

Client agrees not to hire, contract with, recruit, solicit, engage, or enter into any business relationship with Firm’s current or former employees, contractors, instructors, coaches, consultants, vendors, team members, or representatives for a period of twenty-four (24) months after the expiration, cancellation, or termination of this Agreement, unless Firm provides prior written consent.

Client agrees not to bypass, avoid, circumvent, or interfere with Firm’s business relationships for the purpose of obtaining business, referrals, clients, services, team members, contractors, vendors, opportunities, or financial benefit that would otherwise belong to or be connected with Firm.

Client understands and agrees that a violation of this section may cause substantial harm to Firm, including loss of clients, loss of goodwill, loss of business opportunities, damage to Firm’s reputation, unfair competition, and misuse of Firm’s relationships.

If Client violates this section, Client agrees that Firm may seek injunctive relief, damages, attorney’s fees, costs, and any other remedies available under this Agreement or applicable law. Client further agrees that Firm may seek liquidated damages in the amount of Fifty Thousand Dollars ($50,000.00) per violation, or the maximum amount permitted by applicable law, whichever is allowed by a court of competent jurisdiction.

Client understands and agrees that this section is intended to protect Firm’s legitimate business interests, confidential information, client relationships, team relationships, goodwill, intellectual property, and business opportunities. This section shall survive the expiration, cancellation, or termination of this Agreement.

16. Good Faith

Each party represents and agrees that such party has acted in good faith in connection with the negotiation, acceptance, execution, and delivery of this Agreement.

Each party further agrees to continue acting in good faith in the performance, enforcement, interpretation, cancellation, termination, and completion of this Agreement.

17. Non-Disparagement and Professional Conduct

Client agrees not to make, publish, post, share, distribute, or communicate any false, misleading, defamatory, malicious, harassing, threatening, or knowingly inaccurate statement about Firm, its owners, employees, contractors, team members, representatives, services, programs, products, clients, students, members, events, or business operations.

Client further agrees not to disclose confidential information, private program information, client information, participant information, internal business information, proprietary materials, screenshots, recordings, portal content, community discussions, private communications, or intellectual property belonging to Firm or its clients, students, members, or participants.

Client agrees not to engage in conduct intended to interfere with Firm’s business relationships, client relationships, vendor relationships, team relationships, reputation, programs, services, communities, or business operations.

Nothing in this Agreement shall prohibit Client from sharing an honest review, opinion, or experience regarding Firm’s services, provided that such statement is truthful, made in good faith, and does not disclose confidential information, violate intellectual property rights, or include false, misleading, defamatory, threatening, or unlawful statements.

Nothing in this Agreement shall prohibit Client from participating in any legal, administrative, regulatory, governmental, or court process, or from making any statement required by law.

This section shall survive the expiration, cancellation, or termination of this Agreement.

18. Indemnification

Client agrees to defend, indemnify, and hold harmless Firm, its owners, employees, contractors, instructors, consultants, representatives, affiliates, successors, and assigns from and against any and all claims, demands, actions, liabilities, damages, losses, judgments, settlements, investigations, costs, expenses, attorney's fees, and other amounts arising out of or related to:

-Client's breach of this Agreement;

-Client's failure to make required payments properly owed to Firm;

-Client's failure to satisfy payment obligations that Firm is expressly authorized to collect under an applicable financing arrangement;

-Client's misuse, copying, sharing, teaching, sale, distribution, or unauthorized use of Firm's intellectual property, materials, templates, policies, procedures, resources, or confidential information;

-Client's violation of any law, regulation, rule, licensing requirement, or third-party right;

-Client's business decisions, operations, licensing submissions, employment decisions, client relationships, vendor relationships, financing decisions, or other financial decisions;

-Client's use or implementation of any information, guidance, templates, forms, policies, procedures, resources, or materials provided by Firm;

-Client's false, misleading, unlawful, defamatory, or harmful statements or conduct;

-Client's services, representations, promises, or obligations to Client's own customers, clients, employees, contractors, vendors, partners, students, members, mentees, or third parties;

-Any false, inaccurate, incomplete, misleading, or fraudulent information provided by Client in connection with a payment arrangement, financing application, lender documentation, payment authorization, or financing transaction;

-Client's unauthorized chargeback, ACH reversal, stop-payment request, payment reversal, financing dispute, or other action that results in funds properly paid or payable to Firm being withheld, reversed, reclaimed, charged back, or clawed back;

-Client's failure to comply with requirements imposed upon Client under an applicable financing arrangement when such failure causes Firm to incur a loss, charge, reversal, fee, claim, or other liability;

-Any financing proceeds paid or expected to be paid to Firm that are reversed, withheld, reclaimed, canceled, or charged back due to Client's breach, misrepresentation, unauthorized action, or failure to satisfy Client's obligations under the applicable financing arrangement; or

-Any claim or dispute arising from Client's acts or omissions in connection with a third-party financing arrangement, to the extent such claim or dispute is caused by Client and not by the independent acts or omissions of Firm or the applicable lender or financing provider.

Client understands and agrees that Firm is not responsible for Client's business operations, licensing outcome, compliance decisions, legal obligations, financial results, employment practices, caregiver relationships, client relationships, vendor relationships, financing decisions, or third-party disputes.

Client further understands that third-party lenders and financing providers are independent entities. Firm does not control their underwriting decisions, financing approvals, interest rates, fees, servicing practices, collection practices, credit reporting, disclosures, or other lender-controlled activities.

Nothing in this Section requires Client to indemnify Firm for losses, claims, liabilities, or damages caused solely by Firm's own unlawful conduct or by the independent unlawful acts or omissions of a third-party lender or financing provider, except to the extent otherwise permitted by applicable law.

This Section shall survive the expiration, cancellation, suspension, or termination of this Agreement.

19. Governing Law, Jurisdiction, and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflict of law principles.

The parties agree that any dispute, claim, or legal action arising out of or related to this Agreement, the Services, Client’s purchase, Client’s payment obligations, Firm’s intellectual property, or Client’s participation in any Firm program shall be brought exclusively in the state or federal courts located in Fulton County, Georgia, unless otherwise required by applicable law.

Client consents to the personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum, lack of personal jurisdiction, or improper venue, to the fullest extent permitted by law.

20. No Waiver

No failure or delay by Firm in exercising any right, remedy, power, or privilege under this Agreement shall operate as a waiver of that right, remedy, power, or privilege.

No waiver of any provision of this Agreement shall be effective unless made in writing and signed by Firm. Any waiver of one provision or one violation shall not be considered a waiver of any other provision, future violation, or continuing obligation.

21. Notices

Any notice, request, consent, approval, dispute, concern, payment issue, chargeback concern, cancellation request, termination matter, or other communication required or permitted under this Agreement must be provided in writing.

Written notices to Firm must be sent to the email address, mailing address, client portal, support channel, or other contact method designated by Firm on its website, checkout page, invoice, order form, client communication records, or official business communications.

Written notices to Client may be sent to the email address, mailing address, phone number, client portal, or other contact information provided by Client at checkout, enrollment, payment, intake, or during participation in the Services.

Client is responsible for maintaining accurate and current contact information with Firm. Client agrees to promptly notify Firm of any change to Client’s email address, mailing address, phone number, payment information, or other important contact information.

Firm shall not be responsible for missed notices, missed communications, missed updates, missed sessions, missed deadlines, failed payment notices, or other issues caused by Client’s failure to provide accurate or updated contact information.

A notice sent by email shall be considered delivered when sent, unless Firm receives an automated notice that the email was not delivered.

This section shall survive the expiration, cancellation, suspension, or termination of this Agreement.

22. Force Majeure

Neither party shall be responsible for any failure or delay in performing obligations under this Agreement, other than Client’s obligation to pay amounts owed, when such failure or delay is caused by events beyond the party’s reasonable control.

Such events may include, but are not limited to, acts of God, natural disasters, severe weather, fire, flood, labor disputes, strikes, lockouts, war, terrorism, civil unrest, government action, public health emergencies, power outages, internet outages, technology failures, platform outages, vendor failures, shortages, or other events beyond reasonable control.

Client understands and agrees that force majeure events do not cancel Client’s payment obligations unless Firm agrees otherwise in writing.

23. Entire Agreement

This Agreement, together with any applicable checkout page, sales page, invoice, order form, payment authorization, financing application, financing agreement, lender documentation, payment schedule, written program description, order confirmation, Terms and Conditions, Privacy Policy, and Refund Policy, contains the complete understanding between Client and Firm regarding the Services purchased by Client.

This Agreement supersedes all prior or contemporaneous discussions, negotiations, communications, advertisements, representations, understandings, or agreements, whether oral or written, relating to the Services purchased from Firm, except for any separate agreement with a third-party lender or financing provider that governs Client's financing obligations.

Client understands that Client is not relying on any promise, guarantee, statement, representation, or assurance that is not expressly stated in this Agreement, the written description of the program or service purchased by Client, or any applicable written financing documentation.

Relationship to Third-Party Financing Agreements

If Client enters into a separate financing agreement with a third-party lender, financing provider, or financing platform, that agreement is separate from this Service Agreement and governs the relationship between Client and the applicable lender or financing provider.

To the extent a separate financing agreement governs financing-specific matters, including credit approval, financing terms, repayment obligations, payment schedules, interest, fees, lender disclosures, servicing, collection activity, default remedies, or other lender-controlled matters, the applicable financing agreement shall control with respect to those matters.

This Agreement shall continue to govern the relationship between Client and Firm regarding the Services purchased from Firm, including program participation, access, deliverables, Firm policies, intellectual property, confidentiality, client responsibilities, refunds, cancellation, termination, and amounts properly owed directly to Firm.

Nothing in a third-party financing agreement shall modify Firm's obligations, Services, refund policy, program terms, or other responsibilities under this Agreement unless Firm expressly agrees to such modification in writing or such modification is otherwise required by applicable law.

Similarly, nothing in this Agreement shall modify, cancel, forgive, reduce, defer, restructure, or otherwise alter Client's obligations to a third-party lender or financing provider unless the applicable lender or financing provider agrees to such modification in accordance with the applicable financing agreement or applicable law.

Payment Authorizations and Related Documents

Any payment authorization, financing-related payment authorization, payment schedule, order form, checkout confirmation, invoice, or other written document executed or accepted in connection with Client's purchase shall be read together with this Agreement.

Where such document establishes specific payment amounts, payment dates, financing terms, authorized payment methods, or other transaction-specific terms, those specific terms shall apply to the applicable transaction, provided they do not modify other provisions of this Agreement unless expressly stated in writing.

If there is a conflict between this Agreement and a Firm-issued checkout page, invoice, order form, payment authorization, sales page, written program description, or order confirmation, this Agreement shall control unless the conflicting document expressly states that it modifies a specific provision of this Agreement and is approved by Firm in writing.

If there is a conflict between this Agreement and a separate financing agreement entered into directly between Client and a third-party lender or financing provider, the financing agreement shall control only with respect to the financing-specific matters governed by that agreement. This Agreement shall control with respect to Firm's Services and the relationship between Client and Firm.

Nothing in this Section shall limit any rights or obligations that cannot lawfully be waived or modified by agreement.

24. Severability

If any provision of this Agreement is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

The invalid, unlawful, or unenforceable provision shall be modified, limited, or enforced to the maximum extent permitted by law so that the intent of the Agreement is preserved as closely as possible.

25. Authority and Electronic Acceptance

Each party represents and warrants that such party has the authority to enter into this Agreement.

If Client is purchasing on behalf of a business entity, Client represents and warrants that Client has authority to bind that business entity to this Agreement.

Client understands and agrees that checking an agreement box at checkout, submitting payment, signing electronically, clicking to accept, enrolling in a program, accessing Firm’s services, or using Firm’s materials constitutes Client’s acceptance of this Agreement.

Client agrees that electronic acceptance shall have the same legal effect as an original signature.