TERMS AND CONDITIONS

INTRODUCTION TO TERMS AND CONDITIONS

The following terms and conditions (“Terms”) are entered into by and between You as client (“Client” or “You”) and AGT Diversity Consulting LLC, a California limited liability company, as company (“Company”, “We”, or “Us” “coach” “instructor”) as part of the Terms of Use.

The Terms are a legally binding contract between Us and You regarding Your use of our Services available on Our Website.

Please read the Terms, carefully before using the Services. When You use the Services, You agree to be bound by these Terms and all applicable laws, rules, and regulations. You also may be asked to accept these Terms by clicking “I accept” prior to using the Services. If You do not click “I accept,” You may not be able to use the Services. If You do not agree to these Terms, please do not use the Services.

We reserve the right to change the Terms and Services at any time, and will notify You by posting the changed Terms and Services on the Website. Any changes will be effective immediately when posted to the Website. By continuing to use the Services, You agree to any changed Terms and Services.

Privacy Policy, & Disclaimer

The Company’s Privacy Policy is hereby incorporated by reference into the Terms. Except as modified by the Terms, those policies will apply fully to Your participation in the Program. In the event of a conflict between any of those policies and the Terms, the Terms will govern.

Personal Responsibility

By participating in the Program, You accept personal responsibility for the results of Your actions. You agree that the Company has not made any guarantees about the results of taking any action, whether recommended in the Program or not. The Company provides educational and informational resources that are intended to help participants in the Program succeed. You nevertheless recognize that Your ultimate success or failure will be the result of Your own efforts, Your particular situation, and innumerable other circumstances beyond the control and/or knowledge of the Company.

You also recognize that prior results do not guarantee a similar outcome. Thus, the results obtained by others – whether clients of the Company or otherwise – applying the principles included in the Program are no guarantee that You or any other person or entity will be able to obtain similar results.

You agree to take full responsibility for any harm or damage You suffer as a result of the use, or non-use, of the information available in the Program. You agree to use judgment and conduct due diligence before taking any actions or implementing any plans or policy suggested or recommended in the Program.

You understand that the Program is designed for professionals with a minimum of three years of experience prior to joining the Program and that You meet that qualification.

Fees

You will remain responsible for those payments unless You obtain a refund according to the Program’s Cancellation Policy set forth below. You may not cancel or stop these payments except through the Cancellation Policy. In the event that any payment is not made, the Company will immediately suspend Your access to the Program and seek payment via other means.

Payment Plan Authorization

If You elect for the payment plan, 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. If You opt for the payment plan, You will need to opt-in to the autopay option (see appendix a below).

Cancellation Terms

We want You to be satisfied with Your purchase, but We also know that Your success will hinge on whether You put in the work necessary to succeed. You may request Your money back by emailing Us at info@decicareer.com. We will first offer You a complimentary one-on-one call to support You in moving forward. If We are unable to help You, upon determining that You are entitled to a refund pursuant to this policy, the Company will promptly issue an instruction to its payment processor to issue the refund. The Company does not control its payment processor and will not be able to expedite any refunds.

That email must reference the Program name, the date of Your purchase, and the email and name associated with the purchase.

If You receive a refund of any purchase through this money-back guarantee, that will immediately terminate any and all licenses granted You to use the material provided to You under the Terms.

On any cancellation or termination of the Terms of Use, You will immediately cease using the material and will destroy and delete all copies of the information provided to You, including without limitation: video recordings, audio recordings, forms, template documents, slide shows, membership areas, social media groups limited to paying members, and other resources.

Ownership Of All Intellectual Property

All content included as part of the Program, such as text, graphics, logos, images, as well as the compilation thereof, and any software used in the Program, is the property of the Company or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights.

The Company name, the Company logo, the Company slogan, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans in the Program are the trademarks of their respective owners.

Your participation in the Program does not result in a transfer of any intellectual property to You, and, as a condition of participation in the Program, You agree to observe and abide by all copyright and other intellectual property protection.

You are granted a single-use, non-exclusive, non-transferable, revocable license to access and use the Program content and resources. You hereby agree that You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found in the Program.

The Company content is not for resale. Your participation in the Program does not entitle You to make any unauthorized use of any protected content, and in particular You will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for Your individual use, and will make no other use of the content without the express written permission of the Company and the copyright owner. You agree that You do not acquire any ownership rights in any protected content. We do not grant You any licenses, express or

implied, to the intellectual property of the Company or our licensors except as expressly authorized herein.

You hereby agree that any infringement of the Company’s intellectual property will result in an immediate termination of the license granted hereunder. To be clear, if You violate the Company’s intellectual property rights, Your access to the Program will be terminated immediately, and You will not be entitled to a refund of any portion of the fees.

Confidentiality

The Company respects the privacy of its clients and will not disclose any information You

provide except as set forth in this Agreement. As a condition of participating in the Program, You hereby agree to respect the privacy of other Program participants and to respect the Company’s confidential information.

Specifically, You will not share any information provided by other Program participants outside of the bounds of the Program unless You receive express written permission from such other participants to share the information. Similarly, the content of the Program contains the Company’s proprietary methods, processes, forms, templates, and other information. You hereby agree not to share the information provided to You in the Program with anyone other than the Company, it’s owners and employees, and other Program participants.

Materials Submitted By You

The Company does not claim ownership of the information or materials You may provide during the Program (including feedback and suggestions) or post, upload, input, or submit to any Website or our associated services (collectively “Submissions”).

However, by posting, uploading, inputting, providing, or submitting Your Submission You are granting the Company, our affiliated companies, and necessary sub-licensees permission to use Your Submission in connection with the operation of their Internet businesses including, without limitation, the rights, but not the obligation, to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat Your Submission; and to publish Your name in connection with Your Submission. Company has the right to include Your Submissions – including any audio or video recordings of You participating in any sessions as part of the Program – in the Program and other marketing material going forward.

No compensation will be paid with respect to the use of Your Submission, as provided herein.

You may remove any Submission at any time in the Company’s sole discretion.

By posting, uploading, inputting, providing, or submitting Your Submission You warrant and represent that You own or otherwise control all of the rights to Your Submission as described in this section including, without limitation, all the rights necessary for You to provide, post, upload, input, or submit the Submissions.

DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

THE WEBSITE, SERVICES, INFORMATION, FEATURES AND ALL CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH THE SERVICES OR PROVIDED THROUGH THEM ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. WE AND OUR AFFILIATES AND OUR THIRD-PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, "PROVIDERS") MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE WEBSITE OR OF THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES AT YOUR SOLE RISK.

NEITHER WE NOR OUR PROVIDERS MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON THE WEBSITE OR SERVICES.

WE EXPRESSLY DISCLAIM ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER WE NOR OUR PROVIDERS MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICES IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN THOSE STATES EXCLUSIONS ARE ALLOWED TO THE EXTENT PERMITTED BY LAW.

LIMITATION OF COMPANY’S LIABILITY

IN NO EVENT WILL WE BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMIT, LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE WEBSITE, YOUR USE OF THE SERVICES, THE WEBSITE OR THE TERMS OF USE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, OUR LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIVE HUNDRED UNITED STATES DOLLARS.

SOME JURISDICTIONS RESTRICT LIMITS ON LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN THOSE STATES LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.

The information, software, products, and service included or available through the Program may include inaccuracies or typographical errors. Changes are periodically added to the information in the Program. The Company and/or its suppliers may make improvements and/or changes in the Program at any time.

If You are dissatisfied with the Program or any portion of it, Your sole and exclusive remedy is to discontinue using the Program.

Dispute Resolution and Binding Arbitration

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY, AS THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH COMPANY, AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COMPANY INCLUDING A LIMITATION ON THE RIGHT TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM.

Applicability of Arbitration Agreement.

All disputes arising out of, relating to, or in connection with the Terms of Use or Your use of the Services and Program that cannot be resolved informally or in small claims court will be resolved through binding arbitration on an individual basis, except that You and Company are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, patents or trade secrets. To the extent the parties are permitted under the Terms of Use to initiate litigation in a court, both You and Company agree that all claims and disputes arising out of or relating to the Terms of Use or the use of the Services or Program will be litigated exclusively in federal or State court in Sacramento, California.

Arbitration Rules.

Arbitration will be initiated through JAMS and under its rules, except to the extent those rules conflict with the Terms of Use. The JAMS Consumer Arbitration Rules (“JAMS Rules”) governing the arbitration are available online at www.jamsadr.com/rules/arbitration. The arbitration will be conducted by a single neutral arbitrator. If the claim is for $10,000 or less, the party initiating the arbitration may choose whether the arbitration will be conducted (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance based telephonic hearing; or (3) by an in-person hearing as established by the JAMS Rules. In the case of an in-person hearing, the proceedings will be conducted at a location which is reasonably convenient for both parties with due consideration of the ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by JAMS. Your arbitration fees and Your share of arbitrator compensation will be limited to those fees set forth in the JAMS Rules with the remainder paid by Company. If the arbitrator finds that either the substance of Your claim or the relief sought in the arbitration is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules. In such case, You agree to reimburse Company for all monies previously disbursed by it that are otherwise Your obligation to pay under the JAMS Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and on request from either party made within 14 days after the arbitrator’s ruling on the merits.

Authority of Arbitrator.

The arbitrator will have exclusive authority to decide the jurisdiction of the arbitrator, including any unconscionability challenge or other challenge that the arbitration provision or the Terms of Use are void, voidable, or otherwise invalid. The arbitrator will also have the exclusive authority to determine the rights and liabilities, if any, of You and Company. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award all remedies available under applicable law, the JAMS Rules, and the Terms of Use. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon You and Company.

Jury Trial Waiver.

Except where not permitted by law, You and Company waive any constitutional and statutory rights to go to court and have a trial before a judge or a jury. Rather, You and Company elect to have claims and disputes resolved by arbitration. In any litigation between You and Company over whether to vacate or enforce an arbitration award, You and Company waive all rights to a jury trial, and elect instead to have the dispute resolved by a judge.

Class Action Waiver.

WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR CONSOLIDATED ACTION. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither You nor Company are entitled to arbitration; instead, all claims and disputes will be resolved in a court as set forth below.

Small Claims Court.

Notwithstanding the foregoing, either You or Company may bring an individual action in small claims court.

Injunctive Relief Exclusion.

Notwithstanding the foregoing, we may pursue a claim for emergency injunctive relief, including a temporary restraining order in court or through arbitration.

Arbitration Agreement Survival.

This arbitration agreement will survive the termination of Your relationship with Company.

Indemnification

You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and third parties for any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of Your use of or inability to use the Program and related Services, any user postings made by You, Your violation of any terms of the Terms of Service or Your violation of any rights of a third party, or Your violation of any applicable laws, rules or regulations. The Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with the Company in asserting any available defenses.

Termination And Access Restriction

The Company reserves the right, in its sole discretion, to terminate Your access to the Program and the related services or any portion thereof at any time, if You become disruptive to the Company or other Program participants, if You fail to follow the Program guidelines, or if You otherwise violate this Agreement. You will not be entitled to a refund of any portion of the fees and will not be excused from any remaining payments under a payment plan in the event of such termination.

MISCELLANEOUS PROVISIONS

Governing Law

The Terms of Use are governed by the laws of the State of California without giving effect to its conflict of laws provisions.

Entire Agreement

This Agreement, along with the Company’s Terms of Use and Privacy Policy, and contract constitutes the entire agreement between You and the Company with respect to the Program, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between You and the Company with respect to the Program. A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Amendment

We reserve the right to amend or change the Terms of Use, and You are responsible for regularly reviewing the Terms of Use. Your continued use of the Services after the effective date of any amendment or change will constitute acceptance of and agreement to any amendment or change.

Assignment

We may assign the Terms of Use, in whole or in part, at any time with or without notice to You. You may not transfer, assign, or delegate any obligations or rights under the Terms of Use and Your password to any third party.

Time Limit on Actions

Any cause of action by You against Us must be commenced by You within one year after the claim under it arises or be forever waived and barred.

Survival of Obligations

All obligations under the Terms of Use that, by their nature, should survive termination of the Terms of Use in order to enforce those obligations, will survive termination of the Terms of Use, including, without limit, ownership provisions, reporting obligations, warranty disclaimers, indemnity and limits of liability.

Nature of The Relationship

Nothing in the Terms of Use will be construed to create a partnership, joint venture, employment, or agency relationship. We agree only to provide You with access to the Program, which provides education, information, and coaching. The information contained in the Program, including any interactions with a Coach, instructor or pre-recorded material is not intended as, and will not be understood or construed as, legal or professional advice.

Captions

The section headings and captions in the Terms of Use are solely used for the convenience of reference and will not applicable to the interpretation of the Terms of Use.

Severability

If any term or provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, that invalidity, illegality or unenforceability will not affect any other term or provision of the Terms of Use or invalidate or render unenforceable that term or provision in any other jurisdiction.

Waiver

No waiver by any Party of any of the provisions of this Agreement will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Force Majeure

We will not be liable or responsible to You, nor be deemed to have defaulted or breached the Terms of Use, for any failure or delay in fulfilling or performing any term of the Terms of Use when and to the extent that failure or delay is caused by or results from acts or circumstances beyond Our reasonable control including, without limitation, acts of God, flood, fire, smoke, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

Access to Services

Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limit, the malfunction of equipment, periodic updating of the Website, changes to the Services or other actions that We, in our sole discretion, choose to take. In no event will We be liable to any party for any loss, cost, or damage that results from Your inability to access or use the Services at any time. Your sole and exclusive remedy for any inability to access the Services will be our commercially reasonable efforts to provide access.

Effective Date

Terms of Use will commence and be enforceable for You on the date You initially register for the Program and provide the required payment.