NEB X CLIENT AGREEMENT TERMS

This Agreement is between Nikki Elledge Brown, LLC (the “Company”) and you (the “Client”). It is intended to govern and control your purchase of any Nikki Elledge Brown program (the “Program”) from the Company. Company reserves the right to modify, edit, or terminate any or all of these Programs with or without prior notice.

The On Her Terms® Mutual Inspiration Society with Nikki Elledge Brown
The What Matters Workshop
All 1:1 Coaching and Consulting Services

You are entering into a legally binding agreement with the Company, a Texas Limited Liability Company, according to the following terms and conditions when you do any of the following:

– Click “I Agree”
– Email your statement of agreement
– Provide payment through any method accepted by the Company (including but not limited to credit card, PayPal, Stripe, Wise, ACH, or wire transfer)
– Sign this agreement (electronically or physically)
– Enroll electronically in the Program
– Enroll verbally, or otherwise, in the Program

With this acceptance, the Parties agree that any individual, associate, and/or assign are bound by the terms of this Agreement. A scanned, faxed, electronic, or emailed executed copy of acceptance of this Agreement is legally binding with either a written or electronic signature and has the same result as an originally signed copy.

Once accepted, Company agrees to provide Client access to the purchased Program. Client agrees and understands that access to the purchased Program may at times be influenced and affected by third parties that Company uses to provide the Program (web hosting, membership site plugins, etc.). Client agrees and understands that no breach of contract action may be initiated against Company when there are reasonable delays in the access of Program materials. Company agrees to provide access to updated material, as Company chooses, when Client makes a purchase of the Program. Company reserves the right to terminate the Program, and/or access to certain features of the Program, with or without prior notice to Client. Company will make reasonable efforts to provide notice but is not required to do so under the terms of this agreement.

Program access is delivered through third-party platforms (including but not limited to membership sites, podcast hosting, video conferencing, email, or payment processors). Company is not responsible for outages, changes, or limitations caused by these platforms. Client is responsible for maintaining the equipment, software, and internet connection required to access Program materials.

Unless otherwise noted in the specific Program description:

• Workshops: Client receives access to the live session and to any recordings or resources for a limited time, usually 12 months unless otherwise specified at registration.

• Programs (including but not limited to The On Her Terms® Mutual Inspiration Society): Client receives access to materials and community spaces for the duration of active enrollment. Access ends when enrollment ends.

• Lifetime access, if expressly offered, refers to the lifetime of the Program or platform as determined by Company, not the Client’s lifetime.

• Client’s insights and results from participation remain theirs to keep forever, but continued access to Company’s digital materials or communities is not guaranteed beyond the stated access period.

This Agreement is executed, when you accept these terms (electronically, verbally, written, or otherwise). The Company agrees to provide services related to education, seminar, consulting, and/or coaching (the “Program”). The terms of this Agreement are binding on any additional goods and/or services supplied by Company to Client. Parties agree that the Program is in the nature of education. The scope of services provided by Company according to this Agreement are limited to those listed on Company’s website, or as part of the Program description. Company reserves the right to substitute services equal to or comparable to the Program for the Client if the need arises, without prior notice.

The term “Confidential Information” means information which is not generally known to the public relating to the Client’s business or personal affairs. Company agrees not to disclose, reveal, or make use of any Confidential Information learned of through its transactions with Client during discussions with Client, coaching sessions with Client, or otherwise, without the written consent of Client. Company shall keep the Confidential Information of the Client in strictest confidence and shall use its best efforts to safeguard the Client’s Confidential Information and to protect it against disclosure, misuse, espionage, loss, and theft.

At no time may Client reveal any of Company’s course information, or any information disclosed to Client as a result of the Client’s relationship with the Company. This includes but is not limited to sharing material with others, posting excerpts of material on any social sharing media, blogging about the material, or in any other way that would reasonably appear to share Company’s information with a non-Client.

Company’s copyrighted and original materials are provided to the Client for their individual use only and a single-user license. Client is not authorized to use any of Company’s intellectual property, trademarks and/or copyrights, for any purpose. Client is not authorized to share, copy, distribute, or otherwise disseminate any materials received from Company electronically, or otherwise without the prior written consent of the Company. All intellectual property, including Company’s copyrighted course materials shall remain the sole property of the Company. No license to sell or distribute Company’s materials is granted or implied.

Company respects Client’s privacy and does not sell or rent Client data to third parties. Client acknowledges that Company may use trusted third-party vendors (such as payment processors, form tools, or email services) to collect and store information as needed to deliver the Program. Client understands that while Company makes reasonable efforts to safeguard information, no system can be guaranteed 100% secure, and Client shares information at their own risk.

To the extent that Client interacts with Company staff and/or other Clients, whether in Program sessions, community spaces, or on third-party platforms, Client agrees to behave professionally, courteously, and respectfully at all times.

Actions or communications that, in Company’s sole discretion, are disruptive, harmful, discriminatory (including but not limited to race, ethnicity, religion, disability, gender identity, sexual orientation, or age), or inconsistent with the integrity, safety, or purpose of the Program will not be tolerated. Failing to follow Program & Community Rules or engaging in such conduct is cause for termination of this Agreement. In the event of such termination, Client is not entitled to recoup any amounts paid and remains responsible for all outstanding amounts of the Fee.

As a feature of Client’s purchase of a Program, the Company may provide access to various social media platforms in conjunction with the Program. Company is not required to provide a social media platform, and has complete discretion with regards to the platform, and the nature of the interaction, dependent on the Program. Client agrees that their use of these platforms is a privilege and may be limited or revoked at any time for conduct that, in Company’s sole discretion, is disruptive, harmful, or inconsistent with the purpose of the Program. Company’s intent in providing access to social media platforms is to engage and facilitate productive dialogue and instruction on topics related to the Program. Company will make reasonable efforts to provide notice to Client with regards to inappropriate or unapproved content that Client has placed within the Company’s voluntarily provided social media platform. Company is not required to provide notice, and reserves all rights to take immediate and appropriate action to protect the Company’s brand and image integrity.

In the event that a dispute arises between the Parties or a grievance by Client, the Parties agree and accept that the only venue for resolving such a dispute is the venue identified below. Parties further agree that they will not engage in any conduct or communications public or private, designed to disparage the other. Such an act constitutes a breach of this Agreement.

– Client consents to recordings being made of the Program.

– Company reserves the right to use, at its sole discretion, the following: Course materials, videos, audio recordings, and materials submitted by Client (in the context of the Program); for future lecture, teaching, and marketing materials, and further other goods/services provided by Company, without compensation to the Client.

– Client consents to its name, words, voice, and likeness being used by Company for future lecture, teaching, and marketing materials, and further other goods/services provided by company, without compensation to the Client. Company will make reasonable effort to secure Client’s written permission before using and distributing recordings, print materials, audio, or visual representations that refer to Client.

Client agrees not to reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purpose, any portion of the program including course materials, use of the Program, or access to the Program. This Agreement is not transferable or assignable without the Company’s prior written consent.

If Client is (1) behind in payment, (2) otherwise in default of this Agreement, or (3) found to be in violation of the Program & Community Rules, then full payment is immediately due and Client is barred from using any of Company’s services. Company is allowed to immediately collect all Fees from Client and stop providing further services to Client. This includes but is not limited to access to Program content and materials, community spaces, communication platforms, and Company’s email contact management system.

Client agrees to pay Company according to the payment schedule: – As outlined on Company’s website, and/or the Program materials – Via email, – According to the Payment Schedule and the payment plan selected by Client (the “Fee”), or – As otherwise noted in this Agreement.

Upon execution of this Agreement, Client is responsible for the full Fee. If Client decides to cancel, not participate, or changes their mind, the Company does not provide any refund for any reason to the Client.

Company reserves the right to initiate a refund in the event that Company determines, based on interactions with Client (including but not limited to email, phone, or messaging services), that Client’s behavior is disruptive, harmful, or inconsistent with the nature and purpose of the Program. Company will make every effort to ensure Client is satisfied with purchase, but reserves the right to initiate a refund and remove Client from the Program at any time. As part of this process, Client will be removed from any and all community groups, and all access to the Program will be revoked.

Client understands that Company reserves the right not to grant access or complete a purchase to the Program and any other products and/or services offered by the Company.

Client acknowledges that all sales are final unless otherwise stated in writing. Company does not provide refunds outside the terms described above. If a limited refund window or satisfaction guarantee is expressly offered with a specific Program, that exception will be noted clearly at the time of purchase and will apply only to that Program.

To the extent that Client provides Company with credit card(s) information for payment of Fee on Client’s account, Company is authorized to charge Client’s credit card(s)for any unpaid charges on the dates agreed to in the Payment Schedule. Client shall not make any chargebacks to Company’s account or cancel the credit card that is provided as security without Company’s prior written consent. Client is responsible for any fees associated with recouping payment and collection fees associated with the chargeback. Client shall not change any of the credit card information provided to the Company without notifying Company in advance.

In the unlikely event COMPANY is unable to perform services due to incapacity or death, services will end immediately. COMPANY (or its successors) may, at their sole discretion, issue prorated refunds for unused portions of services or make reasonable efforts to provide alternative arrangements, as resources reasonably allow. CLIENT acknowledges that services are personal in nature and may not be transferable.

COMPANY will not be liable or responsible for any failure or delay in performance of its obligations under this Agreement that is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, epidemics or pandemics, internet or communication outages, or other events of force majeure.

In the event of any conflict between the provisions contained in this Contract, any marketing materials used by Company, Company’s representatives, or employees, the provisions in this Agreement control.

This Agreement is the entire agreement between the parties relating to the subject matter and supersedes all prior and contemporaneous agreements, negotiations and understandings, oral or written. Modification to this agreement is by a written instrument executed by both Parties.

By using Company’s services and enrolling in the Program, Client releases Company, its officers, employees, directors, and related entities from any and all damages that may result from their participation in the Program.

Regardless of the previous paragraph, if Company is found to be liable, Company’s liability to Client or to any third party is limited to the lesser of:

(a) the total Fees Client paid to Company in the one month prior to the action giving rise to the liability, or
(b) sixty percent (60%) of the purchase price paid for the Program.

All claims against the Company must be filed with the entity having jurisdiction within 90 days of the date of the first claim or otherwise be forfeited forever.

THIS PROGRAM AND ALL MATERIALS ARE PROVIDED “AS IS” WITHOUT IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

Company recognizes and agrees that all of the Company’s shareholders, trustees, affiliates, and successors shall not be held personally responsible or liable for any actions, or representations of the Company. Client shall defend, indemnify (insure and protect), and hold harmless the Company, Company’s shareholders, trustees, affiliates, and successors from and against all liabilities and expenses that they may incur or be obligated to pay because of their relationship with the Program. These include (without limitation): claims, damages, judgments, awards, settlements, investigations, legal actions, regulatory actions, costs, attorneys fees, disbursements, or the like that occur from or are related to this Agreement. Any expenses or liabilities that result from a breach of this Agreement, sole negligence, or willful misconduct by the Company, Company’s shareholders, Trustees, Affiliates, or Successors are excluded from indemnification.

CLIENT UNDERSTANDS AND AGREES THAT THEY ARE FULLY RESPONSIBLE FOR THEIR PROGRESS AND RESULTS FROM THE PROGRAM. Company cannot and does not control Client’s actions, decisions, or circumstances.

Company makes no guarantees, representations, or warranties, verbal or written, about performance or outcomes other than those expressly stated in this Agreement.

Participation in the Program does not guarantee specific results, income, or financial outcomes. Any examples, case studies, or testimonials shared are illustrative only and not promises of typical or guaranteed results. Success depends on many individual factors outside Company’s control. Company does not present its Programs as business opportunities, get-rich schemes, or income guarantees.

Company provides educational and consulting services only. Nothing in the Program, whether written, spoken, or implied, is intended as, or should be taken as, medical, mental health, financial, tax, or legal advice. Client should always consult with qualified professionals for advice in those areas. Client agrees that Company’s services do not replace the care of licensed professionals.

This Agreement is governed and interpreted in accordance with the laws of the State of Texas without giving effect to any principles of conflicts of law. The Parties agree to submit any dispute or controversy arising out of, or relating to this Agreement to arbitration in the State of Texas according to the rules of the American Arbitration Association. The arbitration is binding upon the Parties and their successors in interest. The prevailing party may collect all reasonable legal fees from the non-prevailing party in order to enforce the provisions of this Agreement.

The ownership, non-circumvention, non-disparagement, proprietary rights, and confidentiality provisions, and any provisions relating to payment of Fees owed set forth in this Agreement, and any other provisions that by their sense and context the Parties intend to have survive, shall survive the termination of this Agreement for any reason.

If any of the parts or provisions contained in this Agreement are interpreted as invalid or unenforceable, only that part or provision is affected. The invalidity or unenforceability does not affect the other parts or provisions of the Agreement, which shall continue in full force and effect.

Company reserves the right to update and/or change any or all of these terms at any time, without notice. The date at the top and bottom of this page will reflect when the document was updated. Company is responsible for keeping the updated terms here, and it is Client’s responsibility to check for updates. Continued use of the Program after such updates constitutes acceptance of the revised terms.