This agreement (the "Agreement") sets forth terms under which Mindhead Holdings LLC d/b/a Exit Scout ("Service Provider") will provide the services ("Services") described on the program description or order form sheet (the "Program Description" or "Order Form"). The countersigning party on that sheet is referred to as “Client” or “you” in these terms.

1. Services
Service Provider agrees to use diligent efforts to render the Service described on the Program Description. Client agrees to provide Service Provider with reasonable access to data, financial information, materials, and personnel to the extent such access is necessary for the performance of Services. To the extent that Client does not timely provide the access required for Service Provider to perform the Services, provides inconsistent feedback, or does not provide timely approvals, Service Provider shall be excused from performance until such items are provided. 

CLIENT ACKNOWLEDGES THAT SERVICE PROVIDER IS NOT A LAW FIRM OR ACCOUNTING FIRM AND DOES NOT PROVIDE LEGAL OR ACCOUNTING ADVICE. Service Provider also does not guarantee that Client’s company can be sold, or be sold for any specific amount.

2. Recordings
During the normal course of business, Service Provider may create multimedia recordings, including video, screen capture, written text, photographs and audio. You hereby consent and grant permission to Service Provider to make such recordings, and create such materials. This applies both to recordings of conversations we may have, as well as sessions specifically for creation of video assets. You hereby irrevocably authorize and permit the Service Provider to display, publicly perform, exhibit, modify, alter, create derivative works, exploit and otherwise use your name and likeness for any lawful purposes (including for any marketing and promotional purposes) on a perpetual basis, throughout the world, without further consent from or compensation to you. You hereby release Service Provider from any and all claims, actions, suits, cost, expenses and other liability related to the rights granted and agreed to in this paragraph, including, without limitation, any claims based on libel, the right of publicity, the right of privacy or the commercial appropriation or use of name or likeness. You may also create such items (such as posting them in our forums, groups, online documents, and the like), and this paragraph applies to those as well.

3. Payment
Client will pay Service Provider the amounts and at the times set forth in the Order Form or any document incorporated by reference therein (as modified by any mutually signed amendment). Except as described in the Program Description guarantee, all payments are non-refundable and shall be made in advance, in U.S. Dollars. 

If the Program Description includes a guarantee, then Client is entitled to that guarantee only for the period specified. Unless otherwise specified in the Order Form, guarantees must be claimed within 30 days of the end of the guarantee period, accompanied by any proof of participation required by the guarantee. After that guarantee period has expired, there is no right to refund.

To ensure security, we may use electronic bill processing though Bill.com or similar service, in which case their required terms of service apply (in the case of Bill.com, https://app.bill.com/TermsOfService?slaType=BillcomBillPay).
 
Just joining our programs, but not participating, will not get results. CLIENT’S FAILURE TO PARTICIPATE IN THE PROGRAM IN WHOLE OR IN PART SHALL NOT EXCUSE PAYMENT NOR BE GROUNDS FOR ANY REFUND.

4. Term and Termination
This Agreement remains in effect until terminated in accordance with this Section 4. The term of this Agreement is as specified on the applicable Order Form (which may be specified as the "term of the program" or similarly) or document incorporated therein (such as assessment & recommendations proposal). If no term is specified, either party may terminate this Agreement at any time upon 90 days' notice, during which any payment which would be due during this period must be paid. Either party may terminate this Agreement if the other party fails to cure any material breach of this Agreement within 30 days after written notice of such breach, provided that Service Provider may terminate this Agreement immediately in the event of non-payment (which, for the avoidance of doubt, includes credit card declines/failure of ACH, or disputing credit card charges made by Service Provider that are consistent with the Order Form). 

In the event of any such termination for non-payment, (a) Client shall not be entitled to any refund of sums paid, and (b) any guarantee which may apply as otherwise specified herein shall immediately terminate. Sections 6 through 11 will survive any termination or expiration of this Agreement. Section 3 will survive with respect to payments earned prior to termination. 

Client understands that on any termination, its licenses to use Service Provider's materials provided under the service will immediately terminate, and Service Provider may remove access to any and all materials, files, and other items it provided to Client (whether or not such materials are being used by Client). This may include forms, sheets or other files created during the program in which Client has entered information.

Service Provider shall have the right, but not the obligation, to terminate this Agreement upon notice in the event that (a) Client does not engage with Service Provider or other clients with the utmost respect, (b) Service Provider believes Client is not fully participating in the program, or (c) Service Provider otherwise deems the relationship to violate its core values. Except as expressly set forth in this Agreement, there is no right to a refund of sums paid upon any termination.

5. Materials
In order to participate in the program, Client will provide certain materials (“Client Materials”). Client hereby grants Service Provider a limited right to use any such materials in connection with the Service for the purpose of offering the service itself. Client owns and will retain ownership (including all intellectual property rights) in the Client Materials. Because upon termination of Client’s participation, access to Service Provider files will be terminated, Client is responsible for maintaining such copies of materials, information, etc. as it deems appropriate during the term of this Agreement.

6. Confidentiality
Client agrees that all financial and technical information it obtains from Service Provider or other program participants (“Disclosers”) constitute the confidential property of the disclosing party ("Confidential Information"). Client will hold in confidence and not use or disclose any Confidential Information of the Disclosers. For clarity, the program includes group activities (including online forums) in which participants will share information. Client agrees any materials provided therein are Confidential Information and are not to be shared further. Client also understands that Service Provider provides services to multiple Clients, and that Service Provider owns, and may use and disclose, information and data about the Service and participants’ results therefrom. The use by Service Provider of video, audio, photographs, or any other recording or likeness of Client or any of its employees does not constitute a breach of this section.

7. Limitation of Liability
SERVICE PROVIDER WILL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SERVICE PROVIDER'S LIABILITY TO CLIENT EXCEED THE AMOUNT PAID BY CLIENT TO SERVICE PROVIDER IN THE LAST TWELVE MONTHS UNDER THE APPLICABLE ORDER FORM. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT. THE PARTIES AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

8. Limited Warranty
Service Provider will provide services in a professional and workmanlike manner. Service Provider will, as its sole liability for failure to provide services meeting this warranty, re-perform the non-conforming services at no additional cost to Client if notified of the non-conformity within 30 days of delivery of the applicable service, or if Service Provider determines such remedies to be impracticable within a reasonable period of time, terminate the this Agreement and refund the portion of fees attributable to such non-conforming services. If Client refuses to accept re-delivery of materials notwithstanding Service Provider’s offer to do so, Service Provider shall have no liability. EXCEPT FOR THE FOREGOING WARRANTY, ALL SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. User Community
Accounts; Passwords; Security. Client will need to set up account(s) in order to use some of the features of the Service. Client may not use someone else’s account without permission. When Client is setting up such accounts, Client must give accurate and complete information. This means that Client cannot set up an account using someone else’s name or contact information, or a phony name or phony contact information. Client may not transfer its account (or any Order Form) to someone else. You may not share your login information with other people.

Your Use Only. We are making the Service available to you for your use only. You may not (and you agree not to) use, copy, distribute, transmit, broadcast, sell, or do anything else with the Service for any other purpose. You may not use our Services to perform services for others.

Content. You are solely responsible for any Content you post to or provide for the Service, and the consequences of posting or publishing it. “Content” means information, data, text, software, music, sound, photos, graphics, videos, messages, tags, interactive features, or any other materials. When we say “post”, we include posting, uploading, sharing, sending, submitting or otherwise providing Content in any manner in connection with the Service.

Community. The Service may include access to communities, including but not limited to online forums/groups, teleconference/video meetings, and in-person groups. Client acknowledges the importance of the relationships in these forums, and accordingly agrees not to operate any group outside of the ones provided and hosted by Service Provider. This includes any “sub-groups” or “alumni groups” during or after the term of this Agreement. 

Restrictions on Content and Your Conduct. You may not: (i) use our Service for any illegal purpose; (ii) submit Content that you don’t have the right to submit, unless you have the owner’s permission; this includes material covered by someone else’s copyright, patent, trade secret, privacy, publicity, or any other proprietary right; (iii) forge headers or manipulate other identifiers in order to disguise the origin of any Content you submit; (iv) submit any Content that contains lies, falsehoods or misrepresentations that could damage us or anyone else; (v) submit Content that is illegal, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (vi) transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; (vii) impersonate anyone else or lie about your affiliation with another person or entity; (viii) use meta tags or any other “hidden text” utilizing any of our or our suppliers’ product names or trademarks; (ix) upload, launch, post, email or transmit any material (including any bot, worm, scripting exploit or computer virus) that is likely to harm or corrupt our Service, or harm or corrupt our or anyone else’s computer systems, or data; (x) use our Service to harm minors in any way, including posting Content that violates child pornography laws, child sexual exploitation laws, or any other laws protecting children; (xi) collect or gather other people’s personal information (including account information) from our Service; (xii) submit Content which disparages us or our partners, vendor or affiliates; or (xiii) solicit, for commercial purposes, any users of our Service. We have the sole right, but not necessarily the obligation, to delete at any time any Content that violates these rules or that we believe to be inappropriate for any reason.

Intellectual Property Rights in Content. If you post or provide Content, you are making a guarantee to us that you either own all the Content, or you have the right to use it. Furthermore, you are guaranteeing that you have the right to allow us to make your Content available for others to view and use as permitted in this Agreement without requiring that any such use be subject to additional obligations or terms. If you do not have these rights, do not post or provide the Content. You grant us a worldwide, non-exclusive, royalty-free, fully-paid, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your Content in connection with the Service and our business, in any media formats or in tangible form and through any media channels now known or hereinafter developed. You also grant each user of the Service a non-exclusive royalty-free, fully-paid, sublicenseable and transferable license to access your Content through the Service, and to use, reproduce, distribute, prepare derivative works of, display and perform your Content as permitted through the functionality of the Service and under these Terms of Service.

Content you Share May become Public. You understand that once you post or provide us with Content, your Content may become public during the course of our providing Services to you. We are not responsible for keeping any Content confidential. In addition, we may be required to disclose your Content to third parties if we have a good faith belief that access, use, preservation or disclosure of such Content is reasonably necessary to (a) satisfy any applicable law, regulation, legal process or enforceable governmental request, (b) enforce these Terms of Service, including investigation of potential violations thereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, or (d) protect against imminent harm to the rights, property or safety of Service Provider, its users or the public as required or permitted by law.

If Your Content is Not Authorized. You agree to indemnify, defend (if we so request) and hold harmless Service Provider and its affiliates, suppliers, partners, officers, agents, and employees from and against any claim, demand, losses, damages or expenses (including reasonable attorney’s fees) arising from any Content, your use of the Service, your connection to the Service, your violation of these Terms of Service or your violation of any rights of any third-party. Your indemnification obligation will survive the termination of these Terms of Service and your use of the Service.

10. Non-Disparagement
Client agrees that it shall not, during the term of this Agreement or thereafter, (i) make any statements, or take any other actions whatsoever, to disparage, defame, sully or compromise the goodwill, name, brand or reputation of the Service Provider or any of its employees or affiliates (collectively, the “Company Goodwill”) or (ii) commit any other action that could likely injure, hinder or interfere with the Company Goodwill. Client hereby represents and warrants that, prior to the Effective Date, the Client has not committed any of the foregoing actions described in this Section 10. Client acknowledges that any breach of this Section 10 may cause irreparable harm for which monetary damages are an insufficient remedy and therefore that upon any breach of this Section, Service Provider shall be entitled to seek equitable relief without the posting of a bond in addition to whatever remedies it might have at law. Client further agrees that if it breaches this Section and Service Provider deems that it is reasonably necessary to protect the Company Goodwill, the confidentiality terms shall no longer apply to any of Client’s materials, and Service Provider may disclose publicly any information about Client or its non-performance of this Agreement or the program.

11. Miscellaneous
Each party is an independent contractor of the other and neither is an employee, agent, partner or joint venture of the other. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Neither party shall make any commitment, by contract or otherwise, binding upon the other or represent that it has any authority to do so. Any notice, report, approval or consent required or permitted under this Agreement will be in writing to the address specified above. Any waiver by either party of any breach of this Agreement, whether express or implied, will not constitute a waiver of any other or subsequent breach. No provision of the Agreement will be waived by any act, omission or knowledge of a party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving party. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Neither party shall be liable to the other for any delay of failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval or a license by a government agency.  This Agreement will be deemed to have been made in, and shall be construed pursuant to the laws of the State of California and the United States without regard to conflicts of laws provisions thereof.  The parties agree that in the event of any dispute, that if either party (a) files suit in any jurisdiction without first engaging in an in-person mediation in San Francisco, CA, or (b) refuses to participate in such mediation, that that such party shall pay all attorneys' fees and expenses of the other party within ten (10) days of submission of invoice. Any suit or proceeding arising out of or relating to this Agreement shall be exclusively commenced in a federal court in the Northern District of California or in state court in San Francisco County, California, and each party irrevocably submits to the jurisdiction and venue of such courts. The parties expressly agree that the intent of the foregoing is that a filing in any other jurisdiction or venue should be dismissed, and that the filing party must re-file as set forth above and pay any expenses and legal fees incurred by the other party for such breach within ten (10) days of submission of invoice.  Any waivers or amendments shall be effective only if made in writing signed by a representative of the respective parties authorized to bind the parties. No provision of any purchase order or other business form employed by Client will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.