Mastermind Agreement

Intensive Marketing, LLC
Launch Lab and Mastermind Elite Agreement M.B.A. Program

By signing where indicated below, you acknowledge that you have read and agreed to all of the terms contained within this Mastermind Agreement (this “Agreement’) between yourself and Intensive Marketing, LLC, (including its successors and assigns, the “Company”).  Please read this Agreement carefully, as it includes important rights that you have, and also your obligations as a Mentoring Student.  By signing where indicated below, you agree to the following:

1. Purpose and Scope.

You have decided to start, operate and grow your own Internet Business and you have also agreed to become a “Mastermind Student” as set forth in this Agreement.  You understand the purpose of the Mastermind program is to assist you in developing a methodology to guide you through the process of setting up, managing and growing an Internet based business. While the Company will act as your Mentor, all research, preparations, labor and all business decisions shall be made by you independently.  In order for you to reap the full benefits of this program, it is important for you to understand the duties and responsibilities of you and the Company and that you adhere to the Company and Mastermind Program’s policies and procedures, as taking the actions that we at the Company believe, will form the basis of your success in your Internet business ventures.

2. Mastermind Elite Program Commitments and Requirements.
A. Work with you to establish your Internet Business and guide you through the process with the goal of completing web based transaction and as expeditiously as possible.

B. Review your websites, sales copy and chosen products, services or ventures and communicate through a private Facebook Group to provide opinions and any suggestions on each proposed decision.  Please note, the Company is not a guarantor of any financial results, and that the ultimate business decision for each transaction rests with you.

C. Work with you during the Launch Lab, Mastermind Meetings and Webinars to brainstorm strategies and procedures necessary to manage, grow, and continued maintenance of your new website and web business.

D. Provide monthly interactive assistance via scheduled Mastermind Webinars to train and assist you.

E. One(1) – 2 Day Launch Lab Training and Two-2 day Small Group Closed Door Mastermind Meetings per year.

F. Four(4) – 2-hour private consulting sessions with the entire team via webinar (may use at any time during the course of the year)

3. Student Obligations, Commitments and Requirements.

A. Attend at a minimum Two (2) live 2 day Mastermind events during the 12 months of this program.

B. Attend monthly webinar trainings or watch the recorded versions provided via membership website.

C. Comply with all policies and procedures as reasonably set forth by Company from time-to-time.

D. Join private Facebook Group established by Company and submit weekly updates on your accomplishments through group to provide Mentors with progress and updates to further your project.

G. Submit proof of any transactions, lead optins, allow access to domain hosting account, affiliate and network agreements and any other pertinent documents as requested by the team, and submit monthly reports on all transactions and or lead optins, during the Term as required by the Mastermind Program.

I. Devote at least twenty (20) hours per month to the Internet Business or delegate a representative for all or part of your responsibilities to meet the time requirements.

K. Not be more than fifteen (15) days past due on any financed payment plans or other credit arrangements with the Company or its Affiliates.

L.   Sign the attached Disclosure Document and return it to the Company as required.

M. Provide a testimonial upon completion of a transaction in audio, video, and written form with photographs of the property and you.

5. Policies and Procedures.

A. All Mastermind activities will be implemented during the Term beginning with the date of the first Mastermind Call with the entire group.  Before the first Mastermind Call, you must complete and return all requested documentation, including but not limited to the Mastermind Program Application; and such other documentation as may reasonably be required by the Mastermind Program and/or the Company.

B. Upon receipt of the required documentation, Company will contact you to establish a time schedule for the jumpstart call at a time mutually agreed to by you and the Company. 

C. Facebook Group, You will be given access to a private Facebook Group for which you may submit questions, files, videos, marketing pieces and any other materials you would like the group to critique. You may submit questions via the group at any time during the Term. After the 12 months the group will stay intact should the rest of the Mastermind Group choose. The Company may or may not participate in the Group after the 12 month period.

F. From time to time you may be required to utilize funds for media buys, product wholesale purchases, customer support, fulfillment/shipping, or other operating costs in connection with your business. Additionally, you acknowledge that the Company does not guarantee the results of any transactions or media buys that we recommend, and that you bear all of the potential risk of loss for any transaction that you undertake.  You must provide all pertinent documentation specific to each media buy, including but not limited to, comparable sales data and other market research that will assist you and the team in evaluating a proposed transaction’s merits.  Valid advice can only be rendered with accurate input from you.

G. You may add any business partners or assistants you may have to any webinar.  The definition of a business partner is anyone having a working relationship or participation in the day-to-day business operations related to the Internet Business. All persons participating in the webinars, whether incoming or outgoing, must be disclosed to company at the beginning of the conversation.  A violation of these rules can result in the termination of your participation in the Mastermind Program with no rebate or refund to you.  Spouses and children will not be considered business partners for the purpose of this policy and are free to participate in any and all webinars provided Company is made aware of their presence at the beginning of the call. No calls may be recorded, without Companies permission. Doing so may serve as grounds for dismissal from the program with no rebate.

6. Equipment Required.

You will need daily access to a computer with high speed Internet access in order to establish communication with Company, webinars, Facebook Group, membership website and other tools to participate in Mastermind Program. You to have an established email address for communication with company.

7. Representations and Warranties of Student.

By signing this Agreement, you are representing and warranting that you understand and agree that:

A.  The Mastermind Program is not a regionally or nationally accredited program and has not been accredited by the Council for Higher Education Accreditation or any other designated agency or accrediting body recognized by the United States Department of Education;

B. You can bear the economic risk for paying the Program Purchase Price for the Mastermind Program;

C.  Payment of the Program Purchase Price does not cause you economic or financial hardship and no refunds have been promised by the Company or sales person.

8. Limited Warranty/Disclaimer of Warranties. 

You understand the Mastermind Program is offered to you "AS IS," without any implied or express warranty as to its performance or to the results that may be obtained by using the program. This limited warranty is the only express warranty made to you and is provided in lieu of any other express warranties (if any) created by any documentation.

9. Limitation of Liability.

The entire liability of the Company and/or Mentors, for any reason, shall be limited to the amount you paid to the Company or to an authorized third party for the program. You agree to indemnify, defend and hold harmless the Company, its affiliates, successors and assigns (including all partners, stockholders, officers, directors, employees and agents thereof), from and against any and all claims, damages, losses, liabilities, lawsuits, costs and expenses (including attorneys’ fees at all tribunal levels) arising out of or related to any activity, work, or other thing done or permitted to be done by you where such liability arises from negligence on your part or the violation of this Agreement.  You agree that you shall look solely to Company in connection with any claims or liabilities arising out of or relating to this Agreement, and shall not look to any Affiliate or any other related entity of the Company.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MASTERMIND PROGRAM AND MENTORS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS, LOSS OF OPPORTUNITY COST, LOSS OF PROFITS AND THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF MASTERMIND PROGRAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

10. Risk Disclosure.

The Company provides an educational mentoring service for individuals who have previously made an independent decision to engage in internet business transactions. The Company does not engage in the rendering of legal, accounting, or other professional services. Additionally, the Company does not represent itself as acting in the position of an investment advisor or investment manager for the use of the information in the Mastermind Program. The Company is not a registered investment advisor or a broker/dealer. Any information provided during the Term of this Agreement is not meant to be an endorsement or offering of any business or other investment, but rather are meant to be a guide for your consideration only, which must be tempered by your business experience and your independent decision-making process.  You acknowledge that you will make your own decisions before acting on any information gained from this program. It is further understood that before you utilize any techniques suggested by this program, you should consult professional legal counsel and/or competent financial advisor.

Business profitability or the lack thereof is greatly dependent upon individual decisions, abilities, and general market forces, and the Company makes no guarantees or warranties that information provided to you through the Mastermind Program will result in profits.   To the extent that the Company discusses its own past experiences, such discussions are intended for demonstration purposes only and is not a recommendation for you to conduct your business or decision making process in a similar fashion. Further, such discussions are in no way an endorsement or recommendation that similar investing techniques will result in profitable business practices by you.

The Company is in no way responsible or liable for your use of the information provided through the Mastermind Program in building an Internet business or similar business utilizing the principles disclosed as a result of the Mentoring Program.  The risk of loss in business can be substantial. By signing this Agreement, you acknowledge that you assume all risks and liabilities related to this type of business. You should be aware of the following risks:

A.  Internet Business and business in general can be risky.  You should be prepared to lose all of the funds you use for your business. You should not fund your business activities with retirement savings, student loans, second mortgages, emergency funds, or funds set aside for purposes such as education, home ownership or funds required for current income.

C. You should be cautious of claims of large profits from Internet business ventures.  You need to be wary of advertisements or other statements that emphasize the potential for large profits in Internet businesses. Start in Internet Business can also lead to large and immediate financial losses.

E. Internet Business activities may result in fees and Fraud. Conducting an Internet Business may require you to pay fees on each transaction and sale, which may add to losses or significantly reduce earnings. These fees may include but are not limited to chargebacks, returns, refunds, cancellations on orders or reoccurring orders. Furthermore, Fraud does happen which may be caused by consumeers, affiliate networks, and or media buys.

11. Confidentiality.

You understand you will receive confidential and proprietary information of the Company and within the Mastermind Group that may not be shared with anyone. You shall hold all information disclosed through the program in strict confidence and shall not disclose any such information to any third party except for your immediate family and/or business partner. You may use the information ONLY for your personal benefit. You shall take all reasonable measures to protect the confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of the information. No copies, reproductions or other images of the information may be made unless approved in writing by the Company. 

12. Miscellaneous.

A. Prohibition Against Assignment. Neither this Agreement nor any rights, licenses or obligations hereunder, may be assigned by any party without the prior written approval of the non-assigning party.

B. Applicable Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without reference to conflict of law principles thereof. The parties to this Agreement submit to the jurisdiction of the courts of Florida and agree that Jacksonville, Florida, shall be the venue for any disputes arising out of this Agreement.  You agree that all actions, discussions and activities in connection with the making of this Agreement occurred in Florida, and that all actions and activities of the Company in connection with the Mastermind Program occurred in Florida.

C. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, documents and agreements, and shall not be effective until signed by the parties. No modifications may be made except in a writing signed by the parties.

D. No Oral Warranties or Representations.  You recognize and agree that you have not relied upon any oral warranties or representations that are not incorporated into this Agreement in making the decision to enter into this Agreement.  You agree that there is no information that you deem as materially important that is not incorporated into this Agreement, or the written documents or disclosures given to you by the Company.

E.   Waiver. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

F.   Severability. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

G. Counterparts.  This Agreement may be executed in counterparts, and when each party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterparts, shall constitute one agreement, which shall be binding upon and effective as to all parties. A signature transmitted by facsimile shall have the same force and effect as an original signature.

H.   Relationship of Parties. The parties hereto expressly understand and agree that each party is an independent contractor in the performance of each and every part of this Agreement, is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith.

I.  ARBITRATION. ANY CLAIM, CONTROVERSY OR DISPUTE OF ANY KIND BETWEEN THE PARTIES AND/OR ANY OF THEIR EMPLOYEES, AGENTS, AFFILIATES OR OTHER REPRESENTATIVES ARISING OUT OF THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, STATUTE, OR TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY AND REGARDLESS OF THE DATE OF ACCRUAL OF SUCH CLAIM, CONTROVERSY OR DISPUTE SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION AS PRESCRIBED IN THIS SECTION.  A single arbitrator engaged in the practice of law will conduct the arbitration. The arbitrator will be selected according to the rules of the American Arbitration Association. The arbitration will be conducted by, and under the then-applicable rules of American Arbitration Association as applicable. All expedited procedures prescribed by the applicable rules will apply. Arbitration proceedings shall be held in Duval County, Florida. The arbitrator’s decision and award will be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court with jurisdiction.

13. Definitions.
The following terms used in this Agreement will, unless otherwise expressly provided in this Agreement, have the meanings set forth below.
Affiliate” means any person or entity that directly or indirectly controls, or is controlled by or is under common control with, the Company, and includes any subsidiary, parent or sibling corporation or entity.
Agreement” means this Mastermind Agreement.
Company” means Intensive Marketing, LLC, a Florida limited liability Company, and its successors and assigns.
Default Notice” means a written notice provided from the Company to you that provides you notice of any breach or default of your obligations pursuant to this Agreement, and providing you ten (10) days to cure any such breaches and/or defaults.
Mentor(s)” means that persons designated by the Company to act as your Mentor(s) for the Term of this Agreement.  The Company reserves the right to change the Mentor(s) during and after the Term from time to time, in its sole discretion.
Mastermind Webinar” means the pre-scheduled webinar consultations between you and your Mentor’s group as provided for in this Agreement.
Mastermind Program” means the mentoring program conducted by Intensive Marketing, LLC, as set forth in this Agreement.
Mastermind Student” means the person who has signed this Agreement as the student, below.
Program Completion Date” means the date upon which the Term expires, which date shall be six months from the Program Start Date.
Program Start Date” means the commencement date of the Mentoring Program for the purposes of calculating the six month Term.  The Program Start Date shall be the date of the first Mentor Call with your Mentor, which shall be conducted within thirty (30) days of the date of execution of this Agreement.

I, the Mastermind Student, have carefully and thoroughly read this Agreement and fully and expressly accept the risks stated herein. I further agree that I will make my own decisions before acting on any information that I obtain from services rendered under this Agreement, and agree not to hold the Company liable for any realized or opportunity losses I sustain under any legal theory as the result of acting on information gained from said services, including any losses incurred before, during and after the Term of this Agreement. 

INTENSIVE MARKETING, LLC                                                   
a Florida limited liability company

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