OVERVIEW 

Please read carefully these Terms and Conditions (“Terms”, “Terms of Service”) prior to purchasing from Katie Marie Photography LLC, a Delaware limited liability company, dba Katie & Floyd (“Company”). By purchasing from the Company on the Effective Date (defined below), you (“Participant”) (Company and Participant each a “Party” and collectively “Parties”) agree to the following Terms and Conditions by checking the box. If Party does not agree to these Terms and Conditions of this agreement, Party may not access any of the Services (defined below). If these Terms of Service are considered an offer and/or program, acceptance is expressly limited to these Terms of Service. Any features or tools which are added to the current program shall also be subject to the Terms of Service. Party can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is the Party’s responsibility to check this page for any changes. This website is hosted on Showit.com and Company uses ThriveCart as the platform that allows us to sell Company’s Services to Party. 

SECTION 1: SERVICES

Company Services. Company agrees to provide certain Services, herein by this reference (collectively, “Services”) to Participant as stated in the checkout page. Services are not a membership or subscription, unless otherwise specified. Company has the right to refuse Services to anyone at any time. All Services will be performed virtually and not in person, unless otherwise stated. Access to the course, workshop and/or content (“Course”) is provided through Company’s member portal. If applicable, Participant will receive a login and password from Company on or after the Effective Date to access the Course. While Company at times will provide live programs, it is not guaranteed that each program will be live. Company provides the right to provide pre-recorded programs as needed. 

Group calls conducted by a coach or representative of Company (“Group Calls”) will be conducted as posted in the member portal, but such days and times are subject to change by Company at Company’s discretion. All Group Calls will last for approximately 60 minutes and include group coaching from Company, hot seats, roundtable discussion, and other types of online coaching. Participant is encouraged to attend all Group Calls but is not required to. Participant may be muted on the Group Calls if it is not his/her time to talk. 

If applicable, access to a private Facebook group is for support from Company and/or group members. Company will use reasonable efforts to provide support and answers to any reasonable questions in the Facebook Group (“Facebook Group”). Company is generally available to provide support in the Facebook Group during normal business hours: Monday – Friday 10:00am – 5:00pm EST, and will exclude holidays, two weeks in the month of December and Company development time off. Company will respond to Participant’s questions in the Facebook Group within 3 business days. Company WILL NOT answer any direct messages on social media from Participant.

Company may offer bonuses for paying in full/early bird pricing. Specific bonuses are only guaranteed at the exact time of the Effective Date. Participant may only receive the benefit of bonuses or use add-ons purchased during the Term. No bonuses or add-ons are available to be used or “cashed in” after the Term and are not transferable. The bonuses are available to the Participant as long as they are an item that is available within the Company. If the Company decides to remove/archive the bonus material, the Participant will lose access. The Participant will not be refunded or compensated in the event that a bonus is removed.

Participant Services. During the Term, Participant agrees to cooperate with Company, use his/her best efforts in learning from Company and implementing the instructions, homework (and other documents requested), and the like related to the Services, show up on time for every meeting required, act professionally, and refrain from using profanity during meetings. Participant shall act respectfully on all group calls and in group forums. Participant agrees to give as much as he/she takes. Participant shall refrain from crude behavior or over-taking other participants. Company retains the right to ask Participant to leave a group call early if Participant’s behavior is unacceptable. Participant also understands that if the Company feels in its sole discretion that inappropriate behavior has occurred, Company has the right to remove Participant from any Services deemed appropriate. 

SECTION 2: FEES & PAYMENTS

Fees. In consideration of the Services provided herein, Participant agrees to pay Company the amount presented upon checkout (“Fee”). Party is responsible to pay the full amount of the price Party originally agreed to pay for the program at the time of purchase on Effective Date. The Fee may be paid by credit card or other electronic means. If Party opts for a payment plan, Participant is responsible for the full purchase price of the program originally agreed to at time of purchase. 

Late Payments. Any Fees that are not paid when due will incur interest at the rate of 5% per year.

Refunds and Cancellations. All Services purchased are NON-REFUNDABLE and non-transferable. Due to the digital nature of the Services and being accessible upon purchase, the Company will refuse the right to all refunds and cancellations. In the event that a refund is issued due to an error in the application of a coupon or promotional code, such refund shall be processed exclusively via PayPal. The refunded amount will be credited to the PayPal account associated with the Participant’s email address. By using our services, you agree to this method of refund and waive any claims for alternative payment methods.

Credit Card Authorization. Each Participant hereto acknowledges that the Company will charge the credit card chosen by the Participant as provided at the time of purchase. Participant will be charged each billing period for the total amount due for that period. In the event the Participant needs to update the payment information that was originally given to process payments to the Company, the Participant must make arrangements to update the card information no later than 14 days before the payment is due. Further, if the Participant is in need of updating their payment information after a charge has already been made, there will be an additional 3% fee added to the payment amount to cover fees associated with having to refund original form of payment and process payment on a new card. To the extent that Participant provides Company with bank/credit/debit card(s) information for payment on Participant's account, Company shall be authorized to charge Participant's card(s) or account(s) for any unpaid charges on the payment plan in this Agreement. In the event the Participant needs to update the payment information that was originally given to process. Please advise there are no limitations for Katie Marie Photography LLC to seek payment for any chargebacks or credit card disputes made by you, the Participant, at any time. Participant agrees to not dispute any charges at any time. In the event that Participant inadvertently disputes a charge made to the account, Participant agrees to immediately cancel/withdraw such a dispute. Participant agrees to not cancel the credit/debit card that is provided as security without Company’s prior written consent. 

SECTION 3: TERM AND TERMINATION

Term. The term of this Agreement shall commence on the Effective Date hereof and shall continue until termination as provided for below (“Term”). 

Termination for Cause By Company. Company may terminate this Agreement for “Cause”. Termination of this Agreement for “Cause” as it relates to this Section shall occur if Participant breaches this Agreement and fails to cure such breach within 7 calendar days following written notice from Company of such breach.

Termination for Cause by Participant. Participant may terminate this Agreement for “Cause”. Termination of this Agreement for “Cause” as it relates to this Section shall occur if Company materially breaches the Services Section (I)(A) of this Agreement and fails to cure such material breach within 14 calendar days following written notice from Participant of such breach.

Chargebacks. Any attempt by Participant (whether successful or not) to cancel any credit card payment for the Fee (or file a chargeback) (each a “Chargeback”) will be considered a breach of this Agreement. This Agreement contains a dispute process that does not contain any form of Chargeback. Participant understands and acknowledges that any attempted Chargeback may have major consequences for Company, including, but not limited to fees and expenses, loss of customers, loss of revenue and potential revenue, increase in merchant rates in the long term, fines, termination of merchant account, and loss of ability to secure a merchant account with any processer. Company reserves the right to dispute such Chargeback pursue Participant for the Fee and expenses owed to Company herein, and all other legal remedies at law and equity. Participant agrees that, regardless of whether Participant is ultimately successful in any Chargeback, he/she is still liable for the Fee owed to Company as well as all expenses (including attorney fees) incurred by Company in responding to such dispute. If Company is successful in any credit card cancelation dispute, Company reserves the right to pursue Participant for all costs and expenses Company incurs in disputing or defending such credit card cancelation, including but not limited to the lost business profits in the form of time Company and its representatives spent handling such dispute. If Participant is successful in any Chargeback, Company will be entitled to 2 times the amount of the Fee (plus expenses) as liquidated damages. 

Effect of Termination. Termination of this Agreement shall have no effect on any and all Fee for Services due. To clarify, the Fee is deemed due and earned as of the Effective Date, regardless of whether Participant decides to pay the Fee in installments as provided herein. The rights, duties, and obligations of the Parties shall continue in full force during and following the period of any termination notice (as defined above) until termination, including the rendering of Services.

SECTION 4: RESTRICTIVE COVENANTS

Acknowledgements. Participant acknowledges that: (1) Company’s business is conducted throughout the World; (2) the covenants contained herein are essential elements of this Agreement and that, but for such covenants, the Company would not have entered into this Agreement with Participant; (3) Company has developed a long-standing relationship with its clientele and that the breach of any of the restrictions and covenants set forth herein would cause substantial loss to the goodwill of the Company and cause the Company irreparable harm; (4) the restrictions imposed on Participant herein and the purposes for such restrictions are reasonable in time, scope and duration and are designed to protect the goodwill, Confidential Information, the continued success of the Company, and the Company’s relationships with its near-permanent clients, suppliers, and licensees; and (5) the restrictions imposed on Participant herein in no way are harmful to the public.

Confidential Information. Confidential Information Defined. As part of this Agreement, Participant will have access to Company’s Confidential Information shall include: the Company’s and its affiliates products, processes, and other services, including but not limited to policies & procedures, any proprietary, confidential, or secret knowledge, data, or matters, whether transmitted in writing, orally, visually, or otherwise, used in, associated with, or related to the Company, the current or anticipated business of the Company, the research, development, design, and marketing activities of the Company, and those of any party granting rights to the Company or that has been identified to Participant, either orally or in writing, together with analyses or documents that contain or otherwise reflect such matters, including know-how, technology, financial information, trade secrets, client lists, client names or identities, details of vendor, licensor, client or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition plans, new personnel acquisition plans, methods of manufacture, drawings, specifications, personnel data, processes, formulas, designs and design projects, computer programs, inventions and research projects of the Company, all copyrights, works of authorship, copyright registrations and applications therefor and all other rights corresponding thereto throughout the world, and trademarks, trademark registrations and applications thereof and all other rights corresponding thereto, and all other information that may be deemed confidential to Company (“Confidential Information”). 

Covenant Not to Use or Disclose Confidential Information. Participant agrees not to use or disclose to any third party, directly or indirectly, for any reason or in any way, other than at the express direction of the Company or as required by law, any Confidential Information.

Non-Solicitation. Participant covenants and agrees as follows: 

Clients. During the Term hereof, and for two (2) years after the termination of this Agreement (“Restricted Period”), Participant shall not solicit or cause another to solicit for the others benefit, or for the benefit of any other person or entity, any client or potential client of Company without first obtaining the written consent of the Company. The term “Client” shall refer to any individual, business or other entity who was or is doing business with the Company prior to or after the Effective Date. The term “Potential Client” shall refer to any individual, business or other entity who or which was not, at the relevant time, an actual client of the Company but who or which, at such time, had disclosed Confidential Information to the Company regarding its programs or needs, or to whom or which a proposal for service had been made by the Company. 

Employees/Contractors. During the Term hereof and Restricted Period, the Participant shall not solicit or cause another to solicit for Participant’s benefit, or for the benefit of any other person or entity, any employee or independent contractor of Company, without first obtaining the written consent of the Company. 

Non-Compete. During the Term hereof and Restricted Period, Participant shall not, in any capacity, including as an employee, contractor, consultant, partner, shareholder, owner of securities, lender, officer, director, principal, agent, or trustee of any person, engage or participate in, enter the employ of, or render any services similar to that of Company’s Services hereunder, to any person engaged in any competitive business of Company.   

SECTION 5: DEFAULT AND REMEDIES

Remedies. If Participant breaches or threatens to commit a breach of any of the provisions contained herein, Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to Company under law or in equity: 

Attorney’s Fees. In the event Company brings an action or suit against Participant by reason of any breach of this Agreement, Company shall be entitled to have and recover of and from Participant all costs and expenses incurred or sustained by Company in connection with such action or suit, including without limitation legal fees and litigation expenses.

Law, Jurisdiction and Venue. All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal law, not the law of conflicts, of the State of Delaware. To the full extent permitted by law, any circuit court in Delaware shall have exclusive jurisdiction over any matter relating to or arising from this Agreement and the parties' rights and obligations under this Agreement.

Dispute Process. If either Party has a dispute against the other Party under this Agreement, the Parties agree that they will take the following steps in order, prior to filing any type of lawsuit:

Notice. The Party claiming the dispute shall first send written notice of any such dispute to the other Party setting forth the detail of the dispute. The Parties agree to discuss and cooperate in good faith in an effort to resolve such dispute prior to moving onto the next step, mediation.

Mediation. If the Parties can’t resolve the dispute using (C)(i) above, the Parties agree to submit any dispute under this Agreement to mediation administered by the American Arbitration Association under its Commercial Mediation Procedures prior to the filing of any lawsuit. The Parties shall each pay fifty percent (50%) of the cost of the Mediation. The mediator shall be a practicing attorney or a retired judge of the Delaware Courts. The mediator will have no authority to award punitive or other damages not measured by the prevailing Party’s actual damages as provided herein, except as may be required by statute. 

SECTION 6: DISCLAIMERS; LIMITATION OF LIABILITY

Warranty Disclaimer. PARTICIPANT AGREES THAT HIS/HER THE SERVICES PROVIDED HEREIN SHALL BE AT PARTICIPANT’S SOLE RISK AND THAT THE INVESTMENT FOR THE FEES IS SUBSTANTIAL. IN MAKING THE DECISION TO ENTER INTO THIS AGREEMENT, PARTICIPANT MUST RELY ON HIS/HER OWN (AND HIS/HER AGENTS) RISKS INVOLVED. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT ASSOCIATED WITH THE SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (III) ANY BUGS, VIRUSES OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE WHERE THE SERVICES MAY BE ACCESSED BY ANY THIRD-PARTY. UNLESS OTHERWISE PROVIDED FOR BY COMPANY, COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD-PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN PARTICIPANT AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, PARTICIPANT SHOULD USE HIS/HER BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

NO GUARANTEES. PARTICIPANT AGREES THAT COMPANY HAS NOT MADE ANY GUARANTEES ABOUT THE RESULTS OF TAKING ANY ACTION, WHETHER RECOMMENDED ON WITH THE SERVICES OR NOT. COMPANY PROVIDES EDUCATIONAL AND INFORMATIONAL RESOURCES THAT ARE INTENDED TO HELP PARTICIPANT IN BUSINESS AND OTHERWISE. PARTICIPANT NEVERTHELESS RECOGNIZES THAT HIS/HER ULTIMATE SUCCESS OR FAILURE WILL BE THE RESULT OF HIS/HER OWN EFFORTS, PARTICIPANT’S PARTICULAR SITUATION, AND INNUMERABLE OTHER CIRCUMSTANCES BEYOND THE CONTROL AND/OR KNOWLEDGE OF COMPANY. PARTICIPANT ALSO RECOGNIZES THAT PRIOR RESULTS DO NOT GUARANTEE A SIMILAR OUTCOME. THUS, THE RESULTS OBTAINED BY OTHERS, WHETHER CLIENTS OR CUSTOMERS OF COMPANY OR OTHERWISE, APPLYING THE PRINCIPLES SET OUT WITH THE SERVICES ARE NO GUARANTEE THAT PARTICIPANT BE ABLE TO OBTAIN SIMILAR RESULTS.

Limitation of Liability. IN NO EVENT SHALL COMPANY, ITS MANAGERS, MEMBERS, EMPLOYEES, LICENSORS, SUPPLIERS OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM THIS AGREEMENT. PARTICIPANT AGREES THAT THE MAXIMUM TOTAL LIABILITY OF COMPANY TO YOU FOR ANY CLAIM UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE ACTUAL FEES RECEIVED BY COMPANY FROM PARTICIPANT. NO PERSONAL LIABILITY SHALL AT ANY TIME BE ASSERTED OR ENFORCEABLE AGAINST COMPANY’S MANAGERS, MEMBERS, EMPLOYEES OR AGENTS ON ACCOUNT OF THIS AGREEMENT. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

SECTION 7: INDEMNITY

Participant agrees to defend, indemnify and hold harmless Company, its managers, members, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from Participant’s breach of this Agreement. 

SECTION 8: MISCELLANEOUS

Amendment and Modification. This Agreement cannot be changed orally or by course of conduct, and no executory agreement, oral agreement or course of conduct shall be effective to waive, change, modify or discharge it in whole or in part unless the same is in writing, dated, and is signed by the Parties. Notwithstanding the foregoing, Company may modify the Services at its discretion provided that the Services are not materially diminished or altered. 

Assignment and Binding Effect. The rights and benefits of Company under this Agreement shall be transferable. All covenants and agreements hereunder shall inure to the benefit of, and be enforceable by or against the Parties’ successors and assigns. 

Calendar Days and Time. Any reference herein to “day” or “days” shall mean calendar and not business days, unless otherwise expressly granted. If the date for giving of any notice required to be given hereunder or the performance of any obligation hereunder falls on a Saturday, Sunday, or Federal holiday, then said notice or obligation may be given or performed on the next business day after such Saturday, Sunday, or Federal holiday. 

Counterparts. This Agreement may be executed simultaneously in two or more counterparts each of which shall be deemed an original, and all of which, when taken together, constitute one and the same document. The signature of any Party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. The signature of the Parties hereto on this Agreement may be executed and notarized on separate pages, and when attached to this Agreement shall constitute one complete document. 

Effective Date. Effective Date means the date Participant agrees to the purchase. 

Headings, Captions, etc. The headings herein are inserted as a matter of convenience only, and do not define, limit, or describe the scope of this Agreement or the intent of the provisions hereof, are not to be considered in construing this Agreement, and, where inconsistent with the text, are to be disregarded. 

Integration Clause. This Agreement contains the entire agreement between the Parties hereto, and supersedes any and all prior agreements, arrangements or understandings between the Parties relating to the subject matter hereof. No oral understandings, statements, promises or inducements contrary to the terms of this Agreement exist. No representations, warranties, covenants or conditions, express or implied, other than as set forth herein have been made by the Parties hereto. No Party, nor any agent or attorney of any Party has made any promise, representation, or warranty, expressly or impliedly, which is not expressly contained in this Agreement, and each party further acknowledges that the Party has not executed this Agreement in reliance upon any collateral promise, representation, or warranty or in reliance upon any belief as to any fact or matter not expressly recited in this Agreement. 

Non-Disparagement. Each Party agrees to refrain from making any public or private statement about the other or its members, managers, employees or affiliates that would be injurious to the other Party’s business or reputation or which would, directly or indirectly, interfere with the business of the other Party. 

Notice. Any notice or communication required or permitted to be given under these Terms and Conditions shall be in writing and shall be delivered by email. Notices and communications shall be addressed to, and delivered at, the following email addresses: hello@katieandfloyd.com

A notice must be addressed to the recipient signatory at the email address stated herein or at the recipient’s last known email address. A notice sent by email shall be deemed given if confirmed by a delivery receipt or a read receipt. By notice complying with the requirements of this Section, each Party shall have the right to change the email address or the addressee, or both, for all future notices and communications to such Party, but no notice of a change of addressee or email address shall be effective until actually received. 

Severability. It is hereby expressed to be the intent of the Parties that should any provision, covenant, agreement, or portion of this Agreement or its application to any person or entity be held invalid by a court of competent jurisdiction, the remaining provisions of this Agreement and the validity, enforceability, and application to any person or entity shall not be impaired thereby, but such remaining provisions shall be interpreted, applied, and enforced so as to achieve, as near as may be, the purpose and intent of this Agreement to the greatest extent permitted by applicable law. 

Publicity. During the Term, Participant may post materials, comments, or replies to comments (“Participant Contributions”) on group forums, materials, or via email to Company. Participant grants Company a royalty-free, non-exclusive, worldwide license to copy, display, use, broadcast, transmit, and make derivative works of all Participant Contributions. Company has the right to use the photographs and video taken by Company related to the Services herein, in all forms and in all media and in all manners, without any restriction as to changes or alterations, for advertising, trade, promotion, exhibition, or any other lawful purposes. Participant waives any right to inspect or approve the photograph(s), finished version(s) incorporating the photograph(s), or the use to which it may be applied.

Waiver. No waiver of any term, provision or condition of this Agreement shall be deemed to be or construed as a further or continuing waiver of any such term, provision or condition of this Agreement. If either Party waives a breach of this Agreement by the other Party, that waiver will not operate or be construed as a waiver of later similar breaches. 

Force Majeure. No Party shall be liable or responsible to the other Party, nor be deemed to have breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party’s (“Impacted Party”) control, including, but not limited to, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) a natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), epidemic, or pandemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities.