Consulting Agreement

‍

Great marketing supports strong organizations. I’m excited to be able to offer my services to help you develop a marketing strategy that is smart, strategic, and most of all actionable. My goal is that you are fully equipped and empowered to execute on that strategy with confidence.

‍

I’ll be working with you as your consultant, coach, and teacher. I will share my tools, my strategic frameworks, my management practices and my experience. I will ask questions, provide guidance, reflect insight, give feedback, and hold you as powerful to help you make aligned choices and realize your vision. 

‍

I look forward to a deep and productive collaboration!

‍

‍

‍

Effective on the date below and continuing for the duration of the proposed work, Diamond & Branch Marketing Group, LLC, DBA Open Lines Marketing, and/or Lindsay Dayton LaShell (“Consultant” or “Company”) and the named below (“Client” or “You”) agree as follows: (“Client” or “You”) agree as follows:

‍

The scope of work covered by this agreement is understood by both parties to be the selected Option on the previous page.

‍

1. What Consulting is and is Not: Consulting is a practical collaboration (not a legal business partnership) in which the Consultant and the Client work together in a process that empowers the client to create and execute on a strategic marketing plan that is aligned with stated goals and stated organizational constraints.

‍

Consulting services and programs provided under the scope of this Agreement ARE NOT medical advice, psychotherapy, psychiatry, financial advice, real estate services, investment advice or legal advice/services.

‍

In this Agreement, the term “Consulting” includes but is not limited to individual collaboration, coaching, participation in a group program, course, online workshop, VIP Day or training program.

‍

2. Agreement to be Bound. By signing the Agreement and submitting payment, CLIENT acknowledges that CLIENT has read, understood, and agreed to be bound by the terms of this Agreement, which includes keeping commitments, being on time for sessions and seeking professional help from other providers, as needed.

‍

In order to optimize the consulting relationship, the Client agrees to communicate honestly, be open to feedback and assistance and to create the time and energy to participate fully in the Program.

‍

3. Authorization of Payment. By signing below, you authorize Company to charge your credit card, cash your check, or initiate automated payments via Harvest, Stripe, Plaid, PayPal, Square, or other online payment processor for the fee(s) agreed to in the Exhibits to this Agreement (Exhibits may include online sales and registration pages to which Client clicks “Agree”, “Purchase”, “Register”, “Enroll” or “Reserve my spot” and subsequently enters their payment information).

‍

You are responsible for payment of the entire fee amount, regardless of whether you attend all sessions, and regardless of whether you have selected to pay in full or over time with a payment plan.

‍

By signing the agreement you agree that, if, for any reason, you choose to cancel any part of the Services (the “Commitment Period”), you are obligated to pay or continue to pay whatever balance is due. 

‍

4. ‘No Refund’ Policy. Unless otherwise stated in the Online Terms of a specific course or program, no refunds will be issued, and all scheduled payments must be paid on a timely basis.

‍

5. ‘No Transfer’ Policy. Your access to our curriculum or individual consulting programs is not transferable to any other person or organization, for any reason, without Consultant consent in writing.

‍

6. Program Cancellations. Consultant reserves the right to make any changes deemed necessary; including, but not limited to: Session content, schedule, etc.

‍

In the rare case of a cancellation or program change, Consultant will offer a transfer to another program or a full refund of your payment to Consultant for the canceled program.

‍

Consultant is not responsible for any expenses or damages incurred as a result of Program cancellation including preparation costs, airline tickets, travel documents or other expenses.

‍

Consultant reserves the right to cancel any training, program or retreat prior to its starting date, in the event that there are too few people booked, in which case you will be given a full refund of any and all payments made to the Company. You will not be entitled to claim any additional amounts or seek any compensation for any injury, loss, expenses or damages (either direct or consequential) or for any loss of time or inconvenience which may result from such cancellation (including but not limited to visa, passport and vaccination charges, or departure, gear purchases, airport and airline taxes).

‍

7. Cancellation of Scheduled Collaboration and VIP Days. Consultant has a 24-hour cancellation policy, which means Client may cancel or reschedule, but Client MUST notify Consultant no later than 24 hours prior to scheduled consultation. If Client is late for Client’s scheduled Consulting Session, Consultant will attempt in good faith to reschedule the missed meeting.

‍

If the meeting cannot be rescheduled with reasonable good faith efforts on the Consultant’s part, that session will be forfeit.

‍

No-show sessions will be forfeit.

‍

Client understands that any/all scheduled consulting calls, collaboration sessions, VIP days, services, or other benefits expire at the end of the Term and will not be carried-over.

‍

It is important to note that your services, sessions and benefits MUST be used during the Term.

‍

8. No rollovers beyond the Term. There are no roll-overs beyond the Term. Services may be extended beyond the Term only with the express written consent of Consultant.

‍

9. Modifications. From time to time Company may modify this Agreement, and such modifications shall be effective upon posting by the Company on the Company web site diamondandbranch.com. Modifications may also be effective upon posting by the Company via email with the subject line specifically stating “amendment to existing agreement” or similar language denoting the Agreement has been modified.

‍

10. Confidentiality. Client agrees not to violate the publicity or privacy rights of any third party, including the Consultant. Company respects Client’s confidential and proprietary information, which is any information you specifically state is “Confidential.”  

‍

11. No Guarantees. Company has made every effort to accurately represent the benefits you will receive through consulting. That being said, there are no guarantees regarding any result or benefit to be received by Client. 

‍

12. Assumption of risk. I acknowledge that I have voluntarily enrolled to participate in Company’s programs. In consideration of Company allowing me to participate in Company’s programs, I agree to this release of claims, waiver of liability and assumption of risks. On behalf of myself, my heirs, executors, successors, administrators and any other person who may have an interest at common law or by operation of statute, I hereby waive any and all claims I or such parties may have now or in the future. I release from liability Company and any employees, coaches, contractors, agents or representatives (“the releasees”) for any personal injury, death, property damage or loss or any nature suffered by me as a result of participation in any activity. I release Company from liability for any cause whatsoever including those arising out of, or in any way connected to or occasioned by the negligence of the releasees.

‍

13. Waiver and release of liability. As consideration for being permitted by Company to participate in these activities, I hereby agree that I, my assignees, heirs, distributees, guardians, and legal representatives will not make a claim against, sue or attach the property of Company, their affiliates, employees, coaches, contractors, agents or volunteers or any of their affiliated organizations for injury or damage resulting from acts, howsoever caused, by any employee, agent, or contractor, or any of their affiliated organizations, as a result of my participation in Company’s programs. I hereby release Company, and any of their agents or affiliated organizations from all actions, claims or demands that I, my assigns, heirs, distributees, guardians, and legal representatives now have or may hereafter have for injury, damage, or death resulting from my participation in Company’s programs.

‍

I am medically, physically, emotionally and in all respects fit and able to participate in Company’s programs.

‍

I agree I will be fully and financially responsible for my own physical condition and well-being during all Company programs, online and offline, and will follow the safety precautions and instructions prescribed by Company.

‍

Company reserves the right to accept or reject any participant at any time without liability, and in the event it determines, in its sole and exclusive discretion, that a participant is disruptive to the harmony of the collaboration, it may without any obligation to pay a refund or any other amount whatsoever, expel such participant from the collaboration. Company will carry no responsibility or liability for any participant who discontinues participation in any of Company’s offerings prior to its conclusion.

‍

By agreeing to the terms outlined here and elsewhere on the Company’s websites, I hereby release and discharge my rights and claims for damages or liabilities that may occur as a result of participation in Company’s programs.

‍

14. Individual Results WILL Vary. Testimonials and examples on Company’s websites and presentations are not intended to represent or guarantee that anyone will achieve the same or similar results. Individual and organizational results will vary. Each individual’s and organization’s success depends on many factors, including but not limited to, his or her background, dedication, starting point in their business, desire and motivation.

‍

15. Termination for Unprofessionalism.  We are committed to providing you with a positive and productive experience. Client agrees that the Company, at its sole discretion, may limit, suspend, or terminate your right to participate in the program without forgiveness of any remaining monthly payments if you become disruptive or difficult to work with, or fail to follow program guidelines.

‍

16. Consulting Services Only. Company is a Consultant and does not provide legal, tax, accounting, financial wealth management, or therapeutic advice. It is your responsibility to secure assistance from the appropriately qualified professional if such advice is needed.

‍

17. Force majeure. Except for an obligation to pay fees, neither party shall be liable for failure to perform any of its obligations under this Agreement during any period in which such party cannot perform due to matters beyond their control, including, but not limited to, strike, fire, flood, or other natural disaster, war embargo, or riot, cyber-attack, sickness, provided that the delayed immediately notifies the other party of such delay. The terms of this clause shall not exempt the parties from their obligations hereunder, but merely suspend their duty to perform, until the force majeure condition ceases to exist.

‍

18. Competitors. Consultant may represent, perform services for, or be employed by such additional persons or companies as Consultant sees fit. It is possible and highly likely that Consultant may, during the term of this Agreement, provide Consulting services to one or more competitor(s) of Client.

‍

19. Intellectual property and ownership of Content. Company has developed and is the owner of rights, title to, and interest in educational and instructional content, information, knowledge, tools, materials and live video/audio session recordings are the exclusive, proprietary and confidential intellectual property of Consultant and/or Company.

‍

This material shall be hereafter and collectively known as the “Content”.

‍

Client understands and agrees that they may not share, excerpt, or re-use outside of Client’s business and original application of Content, or re-post any of the Content without prior written licensing agreement of Consultant, payment of appropriate consideration and attribution as agreed, with the exception of reasonable, personal social media posts.

‍

It is important to note that violation of this provision is grounds for Termination of this Agreement without refund, and also subjects Client to potential liability for damages.

‍

Any breach of this Section will cause irreparable harm to Company for which damages would not be an adequate remedy, and, therefore, Company will be entitled to injunctive relief with respect thereto in addition to damages and any other remedies.

‍

20. Term and Termination. This Agreement starts and ends on the dates set forth above.

‍

If Client fails to make a payment within 15 days of payment due date, Company may terminate this Agreement upon fifteen (15) days’ notice unless the breach is cured within the notice period. Either party may terminate this Agreement early upon thirty (30) days' notice. If Client terminates early, prepaid fees are forfeit. If Consultant terminates early, received funds will be prorated and the balance of work not delivered will be returned before the termination date.

‍

All other sections of this Agreement shall survive any termination or expiration.

‍

21. Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act as an independent contractor and not as an employee, partner, joint venturer, or agent of the other and shall not bind nor attempt to bind the other to any contract. 

‍

Consultant is an independent contractor and is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort, including, but not limited to, Workers’ Compensation Insurance; and Consultant agrees to defend, indemnify and hold Client harmless from any and all claims, damages, liability, attorneys’ fees and expenses on account of (i) an alleged failure by Consultant to satisfy any such obligations or any other obligation (under this Agreement or otherwise), (ii) any breach of Consultant’s warranties hereunder or (iii) any other action or inaction of Consultant. Consultant will ensure that its employees and agents are bound in writing to Consultant’s obligations under this Agreement.

‍

Nothing in this Agreement is meant to suggest a legal or business partnership, venture alliance, security interest, or employer relationship. 

‍

22. Promotional permissions. Company may and is hereby authorized to (and to allow others to) use Client’s anonymized direct quotes and outcomes in connection with promotion of its business, products or services. Company agrees to request permission before using Client’s name and/or likeness for promotional purposes. To the extent any of the foregoing is ineffective under applicable law, Client hereby provides any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible and agrees not to assert any Moral Rights with respect thereto. 

‍

23. Notice. All notices under this Agreement shall be in writing, and shall be deemed given when electronically or personally delivered, or three days after being sent by prepaid certified or registered U.S. mail to the address of the party to be noticed as set forth herein or such other address as such party last provided to the other by written notice.

‍

24. Miscellaneous. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.  

‍

In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.  

‍

This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws provisions thereof.  

‍

In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and reasonable attorneys’ fees.  

‍

Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement.  

‍

This Agreement may be executed in counterparts and by digital or facsimile signature with the same force and effect as if all original signatures were set forth in a single document.

‍

‍

Client:

I agree to the terms and conditions of this contract.