THIS  CLIENT  SERVICES  AGREEMENT 

(the  “Agreement”)  is  made  and  entered 

into  as  of

, (the “Effective Date”), by and between dba “Create with Kate”, A2GMedia

LLC (“CWK”), and

, [a/an]

(“Client”) (CWK and Client, each a “Party,” and, collectively, the “Parties”).

WHEREAS, CWK is in the business of providing coaching, consulting, education, and community services focused on personal growth, confidence, leadership, mindset, and business development and

WHEREAS, Client desires to engage CWK to provide certain

services as more particularly described on Exhibit  A, attached hereto and

incorporated herein by reference (“Services”).

NOW, THEREFORE, the Parties agree as follows:

 1.   

          Engagement; Services.

Client hereby engages CWK, and CWK accepts such engagement, to provide the

Services in accordance with the terms of this Agreement, in reliance on the

representations and warranties of Client, and with the understanding and

expectation that Client and Client’s business activities do and shall comply in

full with all applicable laws. To the extent any terms or provisions of Exhibit

A conflict with the terms and provisions contained in the body of this

Agreement, the terms and provisions set forth on Exhibit A shall govern and

control. All Services are provided on a non-exclusive basis, and CWK at all

times reserves the right to perform the same or similar services on behalf of

others in CWK’s sole discretion.

2.                

Client Responsibilities. As a material condition to receive and use CWK’s

Services, Client expressly agrees on Client’s own behalf, and on behalf of the

business(es) Client owns, operates, or otherwise supports, or for which Client

works as an employee or contractor, to comply in full with Client’s obligations

under this Agreement, including being present at and prepared for all meetings,

calls, and classes, and following the instructions and guidance provided by CWK.

Client shall, upon CWK’s reasonable request, provide CWK with all data,

specifications, documents, information, and other materials pertaining to

Client and relevant to the Services (the “Client Materials”)

3.              

Fees; Payment Terms; Late Payments. As consideration for the Services, Client

shall pay CWK the fees set forth on Exhibit A in accordance with the payment

terms set forth on Exhibit A. Any payments not timely received by CWK in

accordance with Exhibit A will accrue interest at the lesser of five percent

(5%) or the maximum rate of interest permitted under applicable law on the

outstanding balance, per month, until all such amounts and applicable interest

have been paid in full (“Late Payment Charge”). Client will not be assessed a

Late Payment Charge on amounts disputed in good faith. Any acceptance by CWK of

late or partial payments (even if marked “paid-in-full” or the like) will not

be deemed a waiver of CWK’s right to recover unpaid amounts from Client.

4.               

Cancellation Policy; Refunds. Client has the right to cancel and terminate this

Agreement during the  three (3) days following the Effective Date by

giving CWK written notice of termination no later than 5:00 p.m. P.S.T. on the

third day following the Effective Date. In the event Client timely exercises

its termination right hereunder, CWK will promptly refund Client the total cost

paid for the Services, less an administrative processing fee of Two Hundred

Fifty Dollars (USD $250.00). Refunds are not provided beyond the 3 days under

any other circumstances. Beyond 3 days, we have a 90 day guarantee. Please see

section 14. If Client commences a chargeback transaction (i.e., a reversal of a

credit card payment to CWK or its designee) in connection with any payments

under this Agreement, then the amount of the chargeback shall be subject to a

finance charge equal to one and one-half percent (1.5%) per month until paid in

full by Client. In addition, CWK is entitled to reimbursement from Client of all

damages and reasonable attorneys’ fees and costs incurred by CWK in connection

with chargeback reversals and otherwise pursuing and collecting any and all

sums owed by Client under this Agreement.

5.              

Proprietary Materials. CWK at all times retains ownership of all rights in and

to its proprietary materials, procedures, methods, techniques, data,

information, and trade secrets, along with its trademarks, service marks,

copyrights, and patentable subject matter (collectively, “CWK Proprietary

Materials”), and nothing in this Agreement shall be construed to give Client

any right or interest in or to CWK’s Proprietary Materials. Client (a) shall not

copy, reproduce, publish, or disseminate any of the CWK Proprietary Materials in

any manner without CWK’s prior written consent; (b) shall not remove or modify

any copyright or trademark notices or logos from the CWK Proprietary Materials;

and (c) shall not use any CWK Proprietary Materials other than for the purpose

intended by CWK.

6.              

Restrictive Covenants.

Confidentiality; Non-disclosure. In connection with the

Services, Client may perceive, acquire, receive, or learn certain Confidential

Information pertaining to CWK and/or CWK’s parent, subsidiary, or affiliated

entities, or the officers, directors, shareholders, members, employees,

contractors, investors, strategic partners, or clients of any or all of the

foregoing (collectively, “Related Parties”). As used herein, “Confidential

Information” means nonpublic information in any form (whether or not explicitly

indicated to Client as confidential) of or pertaining to CWK and/or CWK’s Related

Parties, including, but not limited to, products and services (current and

prospective); trade secrets; business and strategic plans (current and

prospective); marketing information, materials, and plans; contracts (current

and prospective); processes; know-how; concepts and ideas; specifications;

designs; unpublished trademarks, service marks, and logos; unpublished original

works of authorship; client/customer information and client/customer lists;

research and development; business forecasts, reports, records, and plans;

sales information; procurement procedures and requirements; financial

information, data, and statements; accounting information; salaries; pricing;

techniques; and software. Without limiting the generality of the foregoing, the

CWK Proprietary Materials are deemed Confidential Information under this

Agreement. Confidential Information also includes information which, to a

reasonable person familiar with CWK business and the industry in which it

operates, is regarded as being of a confidential nature. Confidential

Information does not include any information that (a) Client can document has

been in Client’s possession free of any obligation of confidence to CWK prior to

the disclosure of such information by CWK; (b) at the time of disclosure by CWK

is or thereafter becomes public information through no action or inaction of

Client in violation of this Agreement; or (c) was independently created,

developed, or acquired by Client without the use of or reference to CWK’s

Confidential Information. Client shall at all times keep all Confidential

Information in the strictest confidence. Client shall not, directly or

indirectly at any time, use any Confidential Information for Client’s personal

benefit or the benefit of any third party or disclose or divulge Confidential

Information to any third party in any manner (e.g., via social media or

otherwise) without CWK’s prior written consent, which consent may be withheld in

CWK’s sole discretion. Client acknowledges and agrees all Confidential

Information is the exclusive property of CWK or its Related Parties, as the case

may be. Upon the conclusion of the Services, or upon CWK’s demand at any time

during the Term, Client shall immediately return to CWK all Confidential

Information then in Client’s possession (including any copies thereof).

(a)    Non-disparagement. During the Term of

this Agreement and for a period of twelve (12) months following the expiration

or termination of this Agreement, neither Party shall make any public

statements (including via social media or otherwise) or statements to the other

Party’s clients, customers, suppliers, distributors, agents, representatives,

and/or business partners which disparage or otherwise adversely affect the

reputation of the other Party.

(b)    Non-competition. During the Term and

for a period of twelve (12) months following the expiration or termination of

this Agreement, Client shall not, without CWK’s prior written consent, directly

or indirectly own, manage, operate, control, be employed by, perform services

for, consult with, solicit business for, participate in, or be connected with

the ownership, management, operation, or control of any business or commercial

venture that performs services materially or substantially similar to, or competitive

with, those provided by CWK.

(c)    Non-solicitation. During the Term and

for a period of twelve (12) months following the expiration or termination of

this Agreement, Client shall not, without CWK’s prior written consent, directly

or indirectly, as an individual, employee, consultant, advisor, independent

contractor, partner, owner, or in association with any other person, business,

or enterprise, do any of the following: (i) solicit, take away, induce, or

motivate any of CWK’s or its affiliates’ clients, vendors, contractors,

sponsors, or strategic partners (current and prospective), agents,

representatives, or Related Parties to discontinue or modify their

relationships with CWK and/or its affiliates or diminish or transfer any of

their business dealings with CWK and/or its affiliates; or (ii) employ any

employees, contractors, or shareholders of CWK or its Affiliates.

7.              

Representations and Warranties.

(a) Authority. Each Party hereby represents and warrants to

the other Party that it has the absolute right, authority, and legal capacity

to enter into and perform its duties and obligations under this Agreement; (b)

its performance of this Agreement there are no bankruptcy or insolvency

proceedings of any kind or nature now pending or threatened against it; and (d)

to the best of its knowledge, there are no claims or litigation pending or

threatened against it that would prevent or impair it from fulfilling its

duties and obligations under this Agreement.

(b) Compliance – General Warranty. Client represents and

warrants to CWK that, in connection with all of Client’s business activities as

well as any Services that Client directs CWK to perform or CWK otherwise performs

for Client, Client has obtained and implemented advice from competent legal

counsel to comply with all applicable laws. Client acknowledges that CWK does

not and Client represents and warrants to CWK that Client will not request,

expect, or rely upon CWK to provide compliance advice, legal advice, or

compliance with all applicable laws. 

(c)          

Compliance with Advertising and Consumer Protection Laws. Client represents and

warrants to CWK that, in connection with all of Client’s business activities as

well as any Services that Client directs CWK to perform or CWK otherwise performs

for Client, Client does and shall continue to comply strictly with all

applicable laws, rules, and regulations regarding the marketing and sale of

products to consumers, including without limitation, the Federal Trade

Commission Act, the Food Drug and Cosmetic Act, the Americans with Disabilities

Act, the Restore Online Shoppers Confidence Act, the Telemarketing Sales Rule,

the Federal Trade Commission’s Endorsement and Testimonial Guides, the CAN-SPAM

Act, the Telephone Consumer Protection Act, and any other federal, state, or

local advertising or consumer protection laws, regulations, or standards.

(d)         

Compliance with Intellectual Property Laws. Client represents and warrants to

CWK that, in connection with all of Client’s business activities as well as any

Services that Client directs CWK to perform or CWK otherwise performs for Client,

Client does and shall continue to comply strictly with all applicable laws,

rules, and regulations regarding intellectual property, including without

limitation the U.S. Copyright Act, the Patent Act, the Lanham act, the Defend

Trade Secrets Act, state right of publicity law, and any other federal, state,

or local intellectual property laws, regulations, or standards.

(e)  Compliance with Data Security and Privacy

Compliance Obligations. Client represents and warrants to CWK that, in

connection with all of Client’s business activities as well as any Services

that Client directs CWK to perform or CWK otherwise performs for Client, Client

does and shall continue to comply strictly with all laws, rules, and

regulations regarding data protection, including without limitation legal

obligations such as CCPA, HIPAA, GDPR or their equivalents and industry

self-regulatory obligations such as the IAB Transparency and Consent Framework

or PCI-DSS.

(f)   Miscellaneous. Client further represents and

warrants to CWK that (i) all Client Materials are accurate, complete, and

correct in all material respects; (ii) Client shall not use any advice,

recommendations, instructions, methods, or ideas provided by CWK in connection

with the Services in a manner inconsistent with their intended purpose; (iii)

Client is not subject to any obligation or disability which will or might

prevent Client from keeping and performing its duties and obligations under

this Agreement; and (iv) Client has not made, and will not make hereafter, any

agreement or commitment that conflicts with this Agreement.

8.              

Indemnification.

(a)    Client (the “Indemnitor”) shall

indemnify, defend, and hold CWK and its officers, directors, shareholders,

members, employees, agents, contractors, representatives, successors, and

assigns of all of the foregoing (collectively, the “Indemnitees”), harmless

from and against any and all third-party claims, causes of action, demands,

threats, lawsuits, and proceedings (collectively, “Claims”), and all

liabilities, judgments, losses, damages, costs, and expenses of any kind

whatsoever, including reasonable outside attorneys’ fees and court costs

(collectively, “Losses”), suffered or incurred by any of the Indemnitees at any

time to the extent arising out of, relating to, or resulting from any

inconsistency with, failure of, or breach or threatened breach by the

Indemnitor of any representation, warranty, or covenant made or assumed by

Client in this Agreement.

(b)    The Indemnitees shall give written

notice to the Indemnitor of the assertion of any occurrence, event, or fact

that may give rise to a Claim. The Indemnitor shall have the right to select

counsel and control the defense of any such Claim, subject to the right of the

Indemnitee(s) to participate therein. The Indemnitor will not settle or resolve

any claim in a manner that imposes any liability or obligation on the

Indemnitee(s) or affects the Indemnitee(s)’ rights in connection therewith

without the advance written approval of the Indemnitee(s), which approval will

not be unreasonably withheld, conditioned, or delayed. The Indemnitor shall

reimburse the Indemnitee(s) on demand for any Losses arising at any time after

the Effective Date for which the indemnification obligations stated herein

apply.

9.    Client’s Acknowledgement and Consent.

By signing this Agreement, Client acknowledges and agrees (a) no specific

results or goals have been promised or guaranteed by CWK or any of its

personnel, and (b) Client has been given sufficient opportunity to ask

questions of CWK and its personnel regarding this Agreement and the Services,

and all such questions have been answered to Client’s satisfaction. Client

hereby consents to being photographed and recorded (both audiovisual and

audio-only recordings) (such photographs and recordings, collectively,

“Recordings”) during and in connection with the Services, and Client hereby

quitclaims and assigns to CWK and CWK’s successors and assigns all rights, title,

and interests in and to any and all such Recordings made by or for CWK in

connection with the Services. Client hereby consents and grants to CWK and CWK’s

successors and assigns the royalty-free, perpetual right to include and use (a)

the Recordings or any parts thereof, and (b) any quotes approved by Client (email

or text messages will be sufficient for such approvals), in materials prepared

by or for CWK for use in CWK’s various products and/or services, in all media. By

signing this Agreement, Client, on behalf of himself/herself and Client’s

family, heirs, executors, administrators, assignees, and legal representatives,

discharges, holds harmless, and promises to indemnify and to not sue CWK and/or

CWK’s parent, subsidiary, or affiliated entities, or any officers, directors,

shareholders, members, employees, contractors, agents, representatives,

insurers, successors, and assigns of any of the foregoing (collectively, the

“Releasees”), from any and all claims, actions, causes of action, demands, and

liabilities of any kind or nature, whatsoever, at law or in equity, whether

known or unknown, which Client has or may in the future have against any of the

Releasees for damage or losses on account of the Recordings and any use

thereof, including claims involving rights of publicity and privacy,

misappropriation, false light, infliction of emotional distress, defamation,

and infringement of intellectual property. The foregoing release is intended to

be as broad and comprehensive as permitted by applicable law.

10.              

Breach; Remedies. Neither Party will be deemed to be in breach of this

Agreement unless such Party has been given notice of an alleged breach by the

other Party, and the notified Party fails to cure such breach within ten (10)

business days after receipt of such notice; provided, however, if the alleged

breach involves a failure to pay sums owed under this Agreement, then the cure

period shall be three (3) business days after receipt of such notice. CWK’s

rights and remedies under this Agreement are cumulative, and CWK’s exercise of

any right or remedy does not and will not preclude the exercise by CWK of its

other rights or remedies that may now or subsequently exist at law or in

equity. Without limiting the generality of the foregoing, Client agrees that a

accordingly, CWK shall be entitled to seek immediate injunctive relief (without

posting a bond) in addition to any and all other remedies to which CWK may be

entitled under this Agreement, at law, or in equity to prevent or cure any

breach or threatened breach thereof by Client without showing or proving actual

damages sustained. Client hereby waives any right to rescind or terminate this

Agreement other than in connection with a Termination Event. As used herein,

“Termination Event” means (a) CWK becomes insolvent, makes a general assignment

for the benefit of creditors, suffers or permits the appointment of a receiver

for its business or assets, files a voluntary petition in bankruptcy, or

becomes subject to any involuntary proceeding under any bankruptcy or

insolvency law that is not dismissed within sixty (60) days after commencement

of such proceeding; (b) Client delivers to CWK a written notice of termination

which Client is entitled to give solely in the event CWK commits a material

breach of this Agreement and fails to cure such breach in accordance with this

Section; or (c) CWK terminates the Services, which CWK has the right to do for

any reason or no reason in CWK’s sole and absolute discretion. Upon the

occurrence of a bona fide Termination Event, the Services shall terminate, and

Client shall return to CWK any CWK Proprietary Materials and/or Confidential

Information in Client’s possession. Upon CWK’s receipt of any such CWK

Proprietary Materials and Confidential Information, CWK shall issue a prorated

refund to Client equal to the amount by which the total payments previously

made by Client for the Services exceed the Prorated Cost. As used herein,

“Prorated Cost” means the product of 1 minus a fraction (expressed as a

percentage), the numerator of which is the number of days from the commencement

of the Term to the effective date of termination, and the denominator of which

is the total number of days in the Term, multiplied by the total cost of the

Services as set forth on Exhibit A.

11.                  

Force Majeure. CWK shall not be liable to Client for any loss or damage

resulting from any delay or failure to perform any part of this Agreement

and/or the Services if such delay or failure is caused in whole or in part by

events, occurrences, or causes beyond the reasonable control of CWK, including,

but not limited to: (a) fire, flood, earthquake, or other natural disaster; (b)

war, riot, or order of governmental authority; (c) any order, regulation,

ruling, or action of any labor union or association affecting CWK or the

industry in which it is engaged (including, but not limited to, strikes,

sympathy strikes, and lockouts); (d) any delay in the delivery of materials and

supplies or the general unavailability of materials and supplies; (e) any

casualty, accident, incapacity, illness, pandemic, epidemic, or widespread

communicable disease (including COVID-19); and (f) any power failure, failure

of computer systems or other equipment, or other Internet, network, or

communications outages, interruptions, or disturbances. CWK will not be

responsible for any delays in the Services where such delays are attributable

to any failure of Client to timely perform Client’s obligations under this

Agreement (e.g., attend scheduled calls, meetings, classes, follow through on

CWK’s instructions, etc.)

12.              

LIMITATION OF LIABILITY. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR

ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL

DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT PURSUANT TO ANY CLAIM IN

CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, EVEN

IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN NO

EVENT WILL CWK’S AGGREGATE LIABILITY WITH RESPECT TO ANY CLAIMS OR MATTERS

ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED AN AMOUNT EQUIVALIENT TO

TWENTY-FIVE PERCENT (25%) OF THE FEES PAID TO CWK BY CLIENT UNDER THIS AGREEMENT

DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING ASSERTION OF THE CLAIM OR

TEN THOUSAND DOLLARS ($10,000), WHICHEVER IS LESS. REGARDLESS OF ANY STATUTE OR

LAW TO THE CONTRARY, IN THE EVENT CLIENT FAILS TO FILE OR COMMENCE AN ACTION OR

PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT WITHIN ONE (1) YEAR

AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES, SUCH CLAIM OR ACTION WILL BE PERMANENTLY

BARRED.

13.              

WARRANTY DISCLAIMER. EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, THE

SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND CWK MAKES NO WARRANTIES,

EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, REGARDING THE SERVICES.

CWK SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS

FOR A PARTICULAR PURPOSE, AND ANY WARRANTY THAT THE SERVICES WILL MEET CLIENT’S

EXPECTATIONS, OBJECTIVES, OR OTHER DESIRED OUTCOMES. WHILE CWK IS CONFIDENT IN

CWK’S METHODS, TECHNIQUES, AND RECOMMENDATIONS, CWK DOES NOT GUARANTEE, AND

NOTHING HEREIN SHALL BE CONSTRUED AS A GUARANTEE BY CWK OR ANY OF ITS PERSONNEL

OF ANY PARTICULAR RESULTS OR OUTCOMES IN CONNECTION WITH THE SERVICES. CLIENT

HEREBY WAIVES, RELEASES, ACQUITS, DISCHARGES, AND HOLDS CWK AND THE OTHER

RELEASEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS ALLEGING  THE 

SERVICES  FAILED  TO  MEET  CLIENT’S 

REQUIREMENTS,  EXPECTATIONS,  OR OBJECTIVES. NEITHER CWK NOR ANY OF

THE OTHER RELEASEES WILL BE LIABLE TO CLIENT FOR ANY DEFAMATORY, OFFENSIVE, OR

ILLEGAL CONDUCT OF ANY THIRD PARTY WHETHER IN CONNECTION WITH THE SERVICES OR

OTHERWISE.

Independent contractors. The relationship between the

Parties under this Agreement is that of independent contractors, and nothing in

this Agreement will be construed to constitute either Party as an agent,

employee, or representative of the other, or to define or create a joint

venture or partnership between the Parties. Neither Party has the authority,

either express or implied, to bind or obligate the other Party in any way. Each

Party assumes complete responsibility for its own employees with regard to federal

and state employer’s liability and compliance with federal, state, and local

laws respecting income tax withholding, workers’ compensation, social security,

and unemployment insurance.

Notices. Any notices required to be given by one Party to

the other under this Agreement must be in writing and may be given via

electronic mail transmission (email) to the recipient at its respective email

address on the applicable Signature Page of this Agreement, provided the

sending Party obtains proof of receipt of such communication (e.g., by

so-called “read receipt” or return email or otherwise). Notices may also be

delivered personally, or by certified mail (return receipt requested), or by

recognized overnight commercial carrier which provides proof of delivery (e.g.,

Federal Express), with all charges prepaid by the sender, to the recipient at

the recipient’s address provided in this Agreement. The Parties may each change

their respective email and mailing addresses for purposes of this Agreement by

providing written notice of such change to the other Party in accordance with

this Section. Each notice sent, delivered, or transmitted in a manner

prescribed herein will be deemed sufficiently given, served, sent, received, or

delivered for all purposes upon receipt by the recipient or at such time as

delivery is refused by the addressee upon presentation.

Press Releases. Each Party has the right to announce the

existence of this Agreement by means of a press release or otherwise, provided

any such communication does not constitute a breach of Section 6(a) hereof.

Client hereby grants CWK a limited, non-exclusive, royalty-free, perpetual

license to use Client’s trademarks, service marks, and logos for the

noncommercial purpose of marketing CWK’s services to prospective clients,

employees, and Clients.

Assignment; Subcontractors. This Agreement shall not be

assigned by either Party without the prior written consent of the other Party

(which shall not be unreasonably withheld); provided, however, this Agreement

may be assigned without the other Party’s consent to an affiliate or to an

acquirer in connection with a merger, consolidation, or sale of all or

substantially all of such Party’s equity or assets. Any attempted assignment

not in accordance with this Section is void. Subject to the foregoing, this Agreement

shall bind and inure solely to the benefit of the Parties and their respective

successors and permitted assigns. Notwithstanding anything to the contrary

contained in this Agreement, CWK may, in its sole discretion, use subcontractors

to perform some or all of the Services. Any such subcontractors will work under

CWK’s direct supervision.

Attorneys’ Fees. If any legal action or proceeding is

commenced by a Party to enforce or interpret this Agreement, then the

prevailing Party on such claim shall be entitled to reimbursement from the

other Party of its reasonable outside attorneys’ fees and costs incurred in

connection therewith (including the costs of collecting any judgment), in

addition to any other relief to which the prevailing Party may be entitled.

Survival. The provisions of Sections 3-20 (inclusive) of

this Agreement (including all subsections thereof), along with any other

provisions of this Agreement that survive expiration or termination according

to their express terms or which may reasonably be interpreted or construed as

surviving expiration or termination, will survive any expiration or termination

of this Agreement.

Miscellaneous. This Agreement (including attached Exhibit A)

contains the entire and integrated understanding and agreement between the

Parties with respect to the subject matter hereof, and supersedes and replaces

any prior oral or written understandings or agreements between the Parties with

respect to the subject matter hereof. Neither CWK nor any of its officers,

directors, shareholders, members, employees, contractors, agents, or

representatives have made any representations or promises with respect to CWK,

the Services, or this Agreement other than those specifically contained in this

Agreement. No change, modification, or waiver of this Agreement or any parts

hereof will be binding upon the Parties unless made by a written instrument

signed by both Parties. A waiver by either Party of any provision of this

Agreement will not be deemed a waiver of such provision or any other provision

of this Agreement with respect to any future instance or occurrence. In no

event will preprinted terms and conditions on any Client document (e.g., P.O.,

confirmations, acceptances) modify or add to the terms of this Agreement. Each

Party agrees to perform any further acts and to execute and deliver any

additional documents or instruments that may be requested by the other Party

and are reasonably necessary to give effect to this Agreement and the intents

and purposes hereof. If any part of this Agreement is deemed invalid or

unenforceable by a court of competent jurisdiction, then such determination

will not affect the validity or enforceability of the remainder of this

Agreement. The laws of the State of Delaware (without giving effect to its

conflict of laws principles) govern all matters arising out of or relating to

this Agreement, including its validity, interpretation, construction,

performance, and enforcement. Any dispute arising out of or relating to this

Agreement shall be resolved exclusively in the state or federal courts located

in San Diego, California (including any courts of appeal respectively

therefrom). Each Party hereby waives and agrees not to assert in any action or

proceeding arising out of or relating to this Agreement that such Party is not

subject personally to the jurisdiction of the above-named courts, that the

action or proceeding is brought in an inconvenient forum, that the venue of the

action or proceeding is improper, or that this Agreement may not be enforced in

or by such courts. This Agreement may be executed in counterparts, either

manually or by so-called “electronic signature,” both of which will be deemed

an original, and all such counterparts, together, will constitute one and the

same instrument. Counterparts may be delivered via facsimile, electronic mail,

any platform complying with the U.S. E-SIGN Act of 2000 (e.g.,

www.docusign.com), or other similar transmission method, and any counterpart so

delivered shall be deemed duly and validly delivered and effective for all

purposes.

14. Conditional 90-Day Guarantee:

Our 90-day guarantee is designed to help Clients fully engage in the Create with Kate coaching experience and make meaningful progress toward their personal and professional goals during the first ninety (90) days.

To qualify for this guarantee, Client must:

• Complete 100% of the assigned course content.

• Attend, or watch the recordings of, at least 75% of scheduled live coaching sessions.

• Complete the assigned action items and implementation plan provided by CWK.

• Actively participate in the community and coaching process.

Because results depend on each Client's effort, consistency, and implementation, CWK does not guarantee any specific financial, business, personal, or other outcome. If Client satisfies all eligibility requirements and believes CWK has failed to provide the promised coaching experience, Client may submit a written request for review within fourteen (14) calendar days following the initial 90-day period.

REQUEST FOR CANCELLATION

Requests for cancellation must be received by the

Client/Purchaser within 14 calendar days after the initial 90 day period in

writing at [email protected].  Requests submitted

through any other method of communication are not accepted, and shall not

constitute a valid request for cancellation.

Client acknowledges and agrees Client has carefully read

this Agreement and understands the terms, consequences, and binding effect

hereof, and is executing this Agreement voluntarily. Client has been given the

right and opportunity to be represented by legal counsel of Client’s choosing

in connection with the negotiation and execution of this Agreement. This

Agreement will not be binding upon either Party unless and until this Agreement

is executed by both CWK and Client.

IN WITNESS WHEREOF, Client, intending to be legally bound

hereby, has executed this Agreement as of the Effective Date.

a/an]

By:

 Print Name:

_________

Title (if applicable):

Address:

______________

Email:

IN WITNESS WHEREOF, CWK, intending to be legally bound

hereby, has executed this Agreement as of the Effective Date.