Jigsaw Collective

INDIVIDUAL PARTICIPANT AGREEMENT

JIGSAW COLLECTIVE INC.

This Agreement is made between Jigsaw Collective Inc., a Maryland corporation (the “Company”), and You, the undersigned (“You” or “Participant” or “Participant”).  You have retained the Company for coaching and educational services (“Services” or “Scope of Services”). The details and benefits of the Services are incorporated herein by reference as the Scope of Services, attached to this Agreement. By signing where indicated below, you irrevocably agree that this Participant Agreement (the “Agreement”) automatically becomes a binding contract between you and the Company and applies to your participation in the program outlined in the attached Scope of Services (the “Program”).

By checking the box to acknowledge this Agreement, and by accessing the Program website or materials, you are acknowledging that you have read, agree to and accept all of the terms and conditions contained in this Agreement. We may amend this Agreement at any time by sending you a revised version at the address you provided.

Delivery of Services:  The Program services are outlined on the Program website www.jigsawcollectiveinc.com as of the date of this Agreement, and will be provided by the Company, as well as its team, staff, contractors and/or vendors when appropriate or necessary in the Company’s sole discretion.

Technology Disclaimers: For any part of the Program accessed by You via the Company’s website(s), email, or social media sites, You agree to abide by all applicable website and social media policies when accessing the Program materials, including but not limited to any applicable Terms of Use, which are fully incorporated herein by reference.  Terms of Use are found in the footer links of the Company’s websites or social media sites, and can change from time to time in the sole discretion of the Company. Any changes will be automatically incorporated herein as was the previous version of those Terms.

Fees: In consideration of Your access to the Program, you agree to pay a single payment of $499 (due upon acceptance into the Program). You may not cancel or avoid these payments. Please see our Refund Policy. In the event that any payment is not made, the Company shall immediately suspend your access to the Program with no recourse and no refunds offered, and you will still be liable to the company for payment of entire program fees in full. Once paid in full, your access to the program will be restored, unless you have violated other terms of this Agreement. Fees automatically renew annually, on the anniversary of the date of execution of this agreement. If you want to cancel before the next renewal, please email us at  memberships@jigsawcollectiveinc.com. Cancellations received after the renewal date will not entitle you to a refund of the renewal fees, which are non-refundable once charged.

The prices displayed on the Site are quoted in U.S. dollars and are valid and effective only in the United States.  For purchases made outside of the U.S., your pricing might vary or be subject to import/export taxes or duties, for which you are fully and solely responsible.

Methods of Payment: We accept all major credit cards via our processor, Stripe. Orders are processed only after a billing address, or other billing information, has been verified.

If You elect for any applicable payment plan (which will be outlined as an option before you sign up), You hereby authorize the Company to charge your credit card or debit card automatically according to the terms set forth in the Fees section above.

Regarding recurring payments and outstanding invoices: If all eligible payment methods we have on file for you are declined for payment of your annual fee, you must provide a new eligible payment method promptly or your program access will be removed. Where applicable, separate charges for shipping and handling may apply. If there are separate charges, such charges will be shown on your order form. If the Company determines your purchase is subject to sales or other tax, a separate charge for taxes will be shown on your order form.

Reversed charges or returned checks are considered a breach of this Agreement and for any returned check, you will be charged a $45 Reverse charge or Returned Check Fee. Furthermore, you agree that you are responsible for full payment of fees for the entire 12-month course of the Program, regardless of whether you attend or complete the Program. You agree that you are responsible for the full payment of fees even if your access to or participation in the Program is terminated by the Company under this Agreement. Failure to pay on time, including a returned check, constitutes a breach of this Agreement, at which time full payment becomes due immediately and the Company will, without recourse, have the right to immediately cut off your access to the Program and its materials, and will cease delivering any services under this Agreement until your account is paid in full, including late fees.  The Company reserves the right to terminate this Agreement at any time in our sole discretion

Refunds: Because of the digital nature of our products and services, we do not offer refunds of any kind. Payments made are not refundable for any reason. Partial payments are not refundable, even if you fail to complete your remaining payments and lose access to our program website and materials. No refunds are given even if you do not actually participate in or complete the program. Upon execution of this Agreement, Participant shall be responsible for the full extent of the Fee.  There are no cancellations or refunds of any kind for any reason under any conditions.  No refunds will be issued under any circumstances and all payments must be paid on a timely basis.

Chargebacks & Payment Security: To the extent that Participant provides the Company with credit card(s) information for payment on Participant’s account, the Company shall be authorized to charge Participant’s credit card(s) or accounts for any unpaid balances on the dates set forth in this Agreement.  If the Participant uses a multiple-payment plan to make payments to the Company, the Company shall be authorized to make all charges at the time they are due and not require separate authorization in order to do so.  Participant shall not make any charge backs to the Company’s account, file any payment claims with PayPal or other payment processor, or cancel the payments or the credit card that is provided as security without the Company’s prior written consent. 

In the event a Participant’s credit card number or payment account becomes invalid for any reason (due to loss, theft, cancellation of credit, change of credit card number, renewal of credit card, etc.), Participant is hereby obligated under this Agreement to provide updated credit card or payment account information within 5 business days of the change.  Failure to do so is a material breach of this Agreement. 

Participant is responsible for any costs and fees associated with recouping payment on payment claims, charge backs or any collection fees associated herewith, including reasonable attorneys’ fees and costs.  Participant shall not change any of the payment account or credit card information provided to the Company without notifying the Company in writing in advance.

Course Rules/Policies:  To the extent that Participant interacts with the Company staff and/or other Program Participants or clients, Participant agrees to, at all times, behave professionally, courteously, and respectfully with staff and clients.  Participant agrees to abide by any Course Rules/Policies presented by the Company. The failure to abide by the course rules or policies shall be cause for immediate termination of this Agreement,  with no refund of fees paid or release from remaining payment obligations under this Agreement.

Privacy and Confidentiality: We respect your privacy and must insist that you respect the privacy of the Company founder(s), owners, shareholders, employees, agents, contractors, vendors, affiliates, representatives and fellow Program participants. By signing below, you agree not to violate the publicity or privacy rights of the Company, Company owners, shareholders, any Company employee, agent, affiliate or representative, or any Program participant. We respect your confidential and proprietary information ideas, plans and trade secrets (collectively, “Confidential Information”) and must insist that you respect the same rights of fellow Program participants and of the Company and its owners, shareholders, employees, agents, affiliates and representatives. The Company collects certain information about you in order to operate and run its programs.

Further, by signing below, you agree that, if you violate, or display any likelihood of violating, any of your agreements contained in this paragraph, the Company and/or the other Program participant(s) will be entitled to injunctive relief to prohibit any such violations to protect against the harm of such violations, and attorneys’ fees and costs incurred in seeking such injunctive relief.

Finally, the Company uses and protects that information as described in our Privacy Policy, located at__________ (link to privacy policy). You also agree that your Program activities will be tracked and associated with your personal information, and that information may be used to tailor the Program or to make additional offers to you by the Company.

Testimonials and Representations: We have made every effort to accurately represent the Program and its potential. The testimonials and examples used are not intended to represent or guarantee that anyone will achieve the same or similar results. Each individual’s success depends on many factors, including his or her background, dedication, desire, and motivation. By signing below, you acknowledge that as with any personal or business endeavor, there is an inherent risk of loss of capital and there is no guarantee that you will earn any money as a result of your participation in the Program. By signing below, you also acknowledge that you have represented to the Company that payment of your Program membership fees will not place a significant financial burden on you or your family.

By signing this Agreement, you acknowledge that the Company and Company owners, shareholders, any Company employee, agent, affiliate or representative are not qualified to give any legal, financial or tax advice and none is intended.  We are not responsible for filing for or educating you about taxes, fees, permits, filing, registration, legal or licensing requirements of your state or any state entity, or required by any county agency or branch, department or agency of the federal government. You should refer all compliance, regulatory, legal, tax, accounting, and financially-related inquiries to appropriately qualified professionals in your state.

Changes: The Company reserves the right to cancel or discontinue any Program, or to change any of the Policies, at any time. The Company will notify you of changes by posting them on the Program Website. You are responsible for checking the Program Website regularly for changes. Changes are effective on the date the changes are posted. You agree to comply with the most current version of this Agreement, the Policies, and any other applicable requirements

Intellectual Property:  You agree that you are not granted any right or license to use the Company’s service marks, trademarks, trade names, licenses, procedures, processes, labels, copyrighted materials, trade secrets, proprietary information, Program materials or Participant or participant information or lists without express written consent of the authorized representatives of the Company. 

Participant agrees not to share access to, reproduce, duplicate, copy, sell, trade, resale or exploit for any commercial purposes, any portion of the Program (including course materials, phone recordings, videos, audios or the like), use of the Program or access to the Program, which is not transferrable or assignable without the Company’s prior written consent in the Company’s sole discretion. Company has no obligation to update the materials.

By signing this agreement, you agree (1) not to infringe any of the Company’s or any other Participant’s copyright, patent, trademark, trade secret or other intellectual property rights, (2) that any program materials shared by any representative of the Company is confidential and proprietary, and belongs solely and exclusively to the Company, (3) you agree not to disclose such information or materials to any other person or use it in any manner other than in discussion with the Company’s staff during the Program.

You further agree that (4) all materials and information provided to you by the Company’s, including worksheets, videos, audios, and other documents, are the Company’s confidential and proprietary intellectual property, belong solely and exclusively to the Company, and may only be used by you as authorized by the Company, and (5) the reproduction, distribution and sale of these materials in whole or in part by anyone but the Company is strictly prohibited.

Business information and ideas are protected in the spirit of confidentiality, where discussions and exchanges of information about Participant’s business will be treated as confidential.  Materials will not be distributed to any other party, unless requested by Participant. No other or special provisions are made to protect Participant’s intellectual property.  Participant retains all rights to his/her/their/its business’ intellectual property and ownership in the business and ideas.  If Participant wants to protect his/her/their/its intellectual property, he/she/they/it should consult with an attorney and make sure adequate steps have been taken to provide that protection.  That is not the responsibility of the Company or any of the Company’s employees, agents, representatives, affiliates or assigns.

Further, you agree that, if you violate or display any likelihood of violating any of the provision contained in this section of the Agreement, that such breach of this Agreement cannot be reasonably or adequately compensated for exclusively in money damages and would cause immediate and irreparable injury to the injured party and that the injured party will be entitled to immediate injunctive relief to prohibit or stop any such violations to protect against the harm or further harm of such violations. In the event that the Company must seek legal or injunctive relief under this Agreement, you agree to pay all attorney’s fees and costs incurred by the Company in enforcing their rights under this Agreement.

Limitation of Liability:  By using the Company’s services and enrolling in the Program, Participant releases the Company, its officers, employers, directors and related entities from any and all damages that may result from the Participant’s participation in the Program and any acts or omissions taken by Participant during or after the Program ends. The Program is intended solely for educational purposes.  By signing below and/or accessing any part of the Program, Participant accepts any and all risks, foreseeable and unforeseeable, arising from Participant’s enrollment in, access to, participation in and/or use of the Program materials or experiences.

Regardless of the above, if the Company is found to be liable for any reason, the Company’s liability to Participant or to any third party is limited to the lesser of: (1) the total fees Participant paid to the Company in the one month prior to the action giving rise to the liability, or (b) $1000. 

All claims against the Company must be presented or filed within the proper jurisdiction within 365 days of when the first claim arises (not when discovered) or otherwise be forfeited forever. Participant agrees that the Company will not be held liable for any damages of any kind resulting or arising from, including but not limited to, direct, incidental, special, negligent, consequential or exemplary damages as a result of the use or misuse of the Company’s services or materials or as a result of enrollment in the Program.  Participant agrees that use of the Company’s services is at Participant’s own risk, and that Participant has adequate financial resources to enroll in the Program and sign this Agreement.

NO WARRANTIES
THE COMPANY DOES NOT GUARANTEE YOUR SATISFACTION WITH, AND MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING ANY THE CONTENT, EXPERIENCE OR BENEFITS THAT IT MAY PROVIDE YOU. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS THAT MIGHT OTHERWISE BE IMPLIED BY LAW.

LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, AND THEIR RESPECTIVE SUCCESSORS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE PROGRAM, USE OF THE PROGRAM, FAILURE TO COMPLETE THE PROGRAM, OR USE OF OR INABILITY TO USE ANY BENEFIT OF THE PROGRAM. THIS EXCLUSION WILL APPLY REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT THE COMPANY, ITS SHAREHOLDERS, MEMBERS, OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ASSIGNS, SUCCESSORS AND ITS AFFILIATES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR COSTS OR DAMAGES OF ANY SORT RESULTING FROM (A) THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS, AND (B) YOUR SUSPENSION FROM ACCESS TO OR PARTICIPATION IN THE PROGRAM.

Non-Disparagement:  You agree that you will not at any time disparage to anyone and in any way, including in the media, on the Internet or in social media, the Company, its shareholders, owners, directors, officers, employees, agents, affiliates or representatives. You agree and acknowledge that breach of this provision cannot be reasonably or adequately compensated for exclusively in money damages and would cause immediate and irreparable injury to the disparaged party.  Accordingly, the disparaged party is entitled to, in addition to all other rights and remedies available to them at law or in equity, an immediate injunction restraining the disparaging party and his or her agents from directly or indirectly committing or engaging in any act restricted by this Agreement. The disparaging party is liable for all costs, expenses and expenditures including, and without limitation, including the reasonable attorneys’ fees and costs incurred by the non-disparaging party, in enforcing this provision.

Right to Terminate Participation or Access to Program:  The Company is committed to providing all Program participants with a positive Program experience. The Company reserves the right to disqualify, in its sole and absolute discretion, any Participant from the Program at any time for any reason without recourse or refunds of any kind. Reasons for disqualification may include, but are not limited to, failure to participate in the Program, failure to show up for coaching sessions, calls or events, plagiarism, dishonesty, misappropriation or infringement of the intellectual property of others, disparagement, defamation, violation of privacy of Company founders, owners, staff, agents, representatives or employees, and/or any failure to comply with any of the terms of this Agreement. 

By signing below, you agree that the Company may, at its sole discretion, terminate this agreement, and/or limit, suspend, or terminate your participation in the Program without refund, recourse or forgiveness of remaining monthly payments if you become disruptive, un-coachable or difficult to work with, if you disparage the Company, its founders, owners, or any of our employees, agents or representatives, if you fail to follow the Program guidelines, if you violate the terms of this Agreement, if you engaged in any activities outlined above as reasons for disqualification, or if you impair the participation or work of  the Company founders, owners, staff, employees, other Program instructors/coaches or other participants in the Program.

Disclaimer/No Warranties or Guarantees:  By signing below, you acknowledge and agree that your individual success depends 100% on your own desire, dedication, actions, mindset physical and mental health, and belief system.  We cannot control any of those things, nor can we make you any guarantees of success, financial, business or otherwise.  The Company makes no representations or guarantees about this Program of any kind.  The Company and its affiliates disclaim the implied warranties of titles, merchantability and fitness for a particular purpose. The Company makes no guarantee or warranty that the Program will meet Participant’s requirements, needs or that any Participant will achieve the same or similar results as any other Participant or as Company founders, owners, directors, officers, employees, or agents. 

We will be providing you with guidance, direction and program materials.  Such a role is advisory and is not that of actually doing the activity itself for you.  We do not provide “done-for-you” services of any kind.  Our services are advisory.  You will be 100% solely responsible for using and implementing what you learn, and for producing (or failing to produce) the results desired during the Program. You bear the sole responsibility for the use and implementation of these services and the advice you receive for your business.  All business decisions and your success are solely in your own hands and are your sole responsibility, financial or otherwise.

You agree to forever indemnify and hold harmless the Company, its founders, owners, directors, officers, employees and representatives, and assigns from any loss, cost or expense resulting from your participation in the Program and activities related to the subject matter in this Program, your business activities, your financial situation, and the operation of your business.

No Substitute for Medical or Psychological Treatment:  Participant acknowledges and agrees that the company does not and will not provide medical, therapy or psychotherapy services.  The Company is not responsible in any way for any decisions made by the Participant as a result of the coaching or this Program, or any consequences or damage to the Participant, the Participant’s relationships, family, friends, possessions, business, or finances.  The Participant is encouraged to seek medical treatment (including, but not limited to psychotherapy or counseling), if needed. 

Media Release, Use of Likeness and Voice in Course Materials:  Participant consents to recordings, photos, screenshots or the like being made of the sessions, courses, calls, social media posts, videos or events throughout the Program. The Company reserves the right to use, at its sole discretion, any of the above, including those showing the likeness of the Participant and/or the Participant’s voice and materials submitted by Participant in the context of the course(s) and the Program for future lectures, teachings, programs and marketing materials, and to further or improve the goods/services provided by the company, without compensation of any kind to the Participant.  Participant hereby consents to his or her name, voice and likeness, brand and trademarks being used without compensation by the Company for any reason, including but not limited to future teachings, programs, printed or online materials, ads, or other marketing materials, website, emails, social media sites, etc….

Breach and Remedies: Failure to comply with any or all of the terms contained in this Agreement are considered breach of this Agreement, and are grounds for immediate dismissal from the Program.  In the event a Participant is dismissed, no refunds will be given to Participant and the remaining full fee under this Agreement will become immediately due and payable in full.  Failure to pay the fee in full is a breach of this Agreement.  In the event any Participant uses without authorization the intellectual property of others — including but not limited to other Participants or the Company, such use creates a risk of irreparable harm and is a breach of this Agreement and entitles the affected party (e.g. the Company and its representatives, agents, shareholders and/or owners) to an immediate injunction to prevent further irreparable harm and mis-use of that other’s intellectual property.  The Company will also be entitled to an award of attorneys’ fees and costs involved in having to seek legal action to prevent or address any infringement or breach by any Participant.

Survivability:  The intellectual property, ownership, non-disparagement, proprietary rights and confidentiality provisions, as well as any provisions relating to the payment of sums owed in this Agreement and rights to collections or injunctive relief shall survive the termination of this Agreement for any reason.

Governing Law, Venue and Jurisdiction:  For any dispute under this Agreement, the Parties agree that the laws of the State of Maryland govern, and that all disputes will be heard in the courts of the State of Maryland, County of Montgomery.  The Parties agree to personal jurisdiction in county and hereby waive any objection to venue or personal jurisdiction.

No Assignment or Modification:  This Agreement may be assigned by the Company to its assignees or successors in interest in the event of a sale or merger, but otherwise cannot be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other Parties to this Agreement. 

Notices:  For any notices under this Agreement, the Company shall send communications via email to the email address provided to the Company by Participant when signing up for this Program.  Notices for the Company shall be sent via email to info@jigsawcollectiveinc.com.

General Provisions: 

A.      Time is of the essence in this Agreement.

B.       This Agreement may be executed in counterparts.

C.      Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

D.      The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.

E.        The Company and you are independent contractors. This Agreement does not create an employer-employee relationship, partnership, joint venture, or agency relationship, and does not create a franchise. You may not make any representation, warranty, or promise on the Company’s behalf.

F.       Participant is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Company in enforcing this Agreement as a result of any default of this Agreement by that Participant.

G.      The Parties acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of the parties that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable.

H.      No failure or delay by the Company in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.

I.         This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Company.

J.        This Agreement constitutes the entire agreement between the Parties and there are no further items or provisions, either oral or otherwise.

K.       By clicking “I agree,” or emailing a statement of agreement, or signing below, or signing digitally/online, or signing or initialing anywhere on this Agreement, You agree that the Agreement is fully executed and that the Parties are bound by the terms of this Agreement.  A facsimile, electronic or emailed executed copy or acceptance of this Agreement with electronic signature or statement shall constitute a legally binding instrument with the same force and effect as an originally signed copy.