Terms & Conditions
By participating in this Passion to Profit, signing this Agreement, or accessing the Passion to Profit or (the “Site”) you are agreeing to the following terms.
Please read this Agreement carefully before accessing or using the Passion to Profit (the “Company”) proprietary materials which includes any written, audio, or visual presentations or documents associated with the Subscription.
If you do not understand or do not accept this agreement, please do not access any of the Company’s proprietary materials and immediately contact us at [email protected]
This Agreement is entered into and effective as of the date of signature below by and between Signer (“Member”), and Lily Howard doing business as Lily Nicole Coaching (“Company”), having an address of 424 15th Street, APT 2903, San Diego, CA, 92101
In consideration of Member enrolling in the Passion to Profit it is agreed as follows:
- Scope of Passion to Profit
(a) Passion to Profit includes the following:
- Access to the learning materials, past trainings, and content shared in the Passion to Profit Vault via the Member Site
- Access to programming, including group calls and live trainings, if applicable.
- Access to private online forum or facebook group, if applicable.
The Passion to Profit services outlined above are hereafter referred to as the “Program”
Any additional services offered by Company to Member may require additional fees and signing of a separate agreement to be discussed and agreed upon by the parties. This includes any 1:1 sessions, intensives, or live events.
- Member Duties
(a) Program Rate. In consideration for the Program provided by Company to Member as set forth in Section 1 above, Member agrees to pay the current Program fee at the time of joining as a one lump sum payment of $97.00. In the event that any authorized charge applied by us to your card fails, you remain responsible for payment as agreed to, as well as any penalty/late fees as detailed below.
(b) Late Payment Fee. If any fee outlined in this Agreement remains unpaid on the 7th day following its due date, a late fee of ten percent (10%) of the payment due will be assessed; a late fee will be assessed following each subsequent 7-day period. Company reserves the right to restrict your access to the Program or terminate your participation in the Site unless and until all outstanding fees have been paid in full.
(c) Payment Security and Disputes. To the extent that Member provides Company with bank/credit/debit card(s) information for payment on Member’s account, Company shall be authorized to charge Member’s card(s) or account(s) for any unpaid charges on the dates set forth in this Agreement.
(d) If Member selects the multiple payment/installment plan to make payments to Company, Company shall be authorized to make all charges at the time they are due and not require separate authorization in order to do so. Member agrees to not dispute any charges at any time. In the event that Member inadvertently disputes a charge made to the account, Member agrees to immediately cancel/withdraw such a dispute. Member agrees to not cancel the credit/debit card that is provided as security without Company’s prior written consent. Member is responsible for any fees, including attorney’s fees, associated with recouping payment on disputes and any collection fees associated with such an event.
(e) Member understands that Member’s success or benefit in the Membership is dependent upon Member’s level of participation in the Program. In order to get the most out of the Program, Member must also work to participate in the Program, implement the tools and strategies learned throughout the Program, and make considerable efforts toward Member’s own development on Member’s own time. Member is responsible for requesting support from Company when needed.
(a) Pay in full option. The term of this Agreement shall be twelve (12) months beginning on the date this Agreement is signed or a separate date agreed to in writing. Member and Company may choose to renew this Agreement for an additional term upon signing of a new agreement.
(b) Monthly payment option. The term of this Agreement shall be beginning on the date this Agreement is signed or a separate date agreed to in writing.
- Cancellations and Refunds
(a) Member may cancel access to the Program at any time for any reason by providing written notice to Company. Upon cancellation, access to the Subscription and Site will be terminated. However, cancellation of the Membership and/or this Agreement by Member will not extinguish the Member’s obligation to pay the full Program fee(s) as outlined in Section 2(a). Member will remain obligated to pay all remaining unpaid Program fees in full. In the event that any Member requests termination of the Program during the term, Member is not entitled to any full or partial refunds.
(b) Members may use the Site and Program for lawful purposes only. You shall not post or transmit through the Site any material which violates or infringes the rights of others, or which is racist, unethical, threatening, abusive, defamatory, libelous, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, contains injurious formulas, recipes, or instructions, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law. Doing so is grounds for termination of service, at our discretion.
In the event that Member engages in abusive or otherwise unprofessional behavior as outlined above in the community forum or Site, towards representatives of Company or other members, Company reserves the right to cancel Member’s Program and terminate access to the Program, without warning. No refund will be provided in the event that this takes place. Member will remain obligated to pay all remaining unpaid membership fees in full.
Member agrees to communicate with other members with the utmost respect and professionalism.
(c) Member’s failure to effectively participate in the Program is not grounds for a refund.
(d) Programming. If Applicable, Times and dates for monthly programming is pre-scheduled and will be shared with Members via e-mail. In the event that a live call or training needs to be rescheduled, Company will notify Members via email at the earliest possible time. In the event that a training session is cancelled, Company will make an effort to arrange alternative programming, but does guarantee that it will be able to do so. Cancellation or rescheduling of programming is not grounds for a refund, full or partial.
(e) Refund Policy. Due to the nature of the Program services provided, no refunds can be provided. Member understands that disputing a charge through his or her financial institution is a violation of this Agreement and agrees to not do so. Please refer to Section 2(c) for our payment dispute policy.
(f) The Membership and Term cannot be paused or placed on hold for any reason without the written authorization of Company.
- No Guarantees
(a) We cannot guarantee the outcome of access to the Program and/or participation in the Site. We make no guarantees other than that the Scope of Program described in Section 1(a) shall be provided to you in accordance with this Agreement. Member acknowledges that Company cannot guarantee any results of the Program as such outcomes are based on subjective factors (including, but not limited to, Program’s participation) that cannot be controlled by Company. Any testimonials or reviews shared by Company are not a representation of guaranteed results, only possible results. Member not achieving his or her desired results is not grounds for a refund.
(b) From time to time, and upon Member’s request, Company and/or its representatives may provide Member with recommendations or referrals for third-party service providers. Company in no way guarantees the quality of service provided by any third party and bears no liability with respect to such service or experience.
(c) Affiliate Links. Company may provide Member with affiliate links under which Company may be compensated monetarily. Company is no way guarantees the quality of service provided by any third party and bears no liability with respect to such service or experience.
(d) Technical Issues. In the event that the learning materials provided via the online learning platform (Kajabi, Teachable, Podia, etc.) are inaccessible, Company shall have 72 hours to re-deliver access to Member, not including holidays or weekends.
(e) Force Majeure. Notwithstanding the above, the Company may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of Company that materially affects the Services provided in this Agreement, including:
- A natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, or infestation); or
- War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not); or
- Any hazardous situation created outside the control of either party such as a riot, disorder, pandemic or epidemic, nuclear leak or explosion, or act or threat of terrorism.
In the event that Section 5(h) applies, Company will be permitted to make every reasonable effort to reschedule programming/calls/sessions/etc. as needed in order to comply with the terms of this Agreement, however, will not be found in breach if this is not possible.
(a) Member Information. Any and all Member information and data of a confidential nature, including but not limited to any and all design, creative, marketing, sales, operating, performance, know how, business and process information (“Confidential Information”), shall be treated by Company in the strictest confidence and not disclosed to third parties or used by Company for any purpose other than for providing Member with the services specified here without Member’s express written consent, other than to comply with law. Confidential Information shall not include any information which (a) becomes available to the public through no breach of confidentiality by Company, (b) was in Company’s possession prior to receipt from the disclosure, (c) is received by Company independently from a third party free to disclose such information, or (d) is independently developed by Company without use of the Member’s Confidential Information.
(b) Participant Information. Member agrees to keep confidential any Confidential Information, as defined in paragraph 6(a), shared by fellow participants in the Membership (“Participants”). Any Confidential Information shared by Participants is confidential, proprietary, and belongs solely and exclusively to the Participant who discloses it. Member agrees not to disclose, reveal or make use of any Confidential Information or any transactions, during discussions, on the Facebook group or otherwise. Member agrees not to use such Confidential Information in any manner other than in discussion with other Participants in the Membership. Confidential Information shall not include information rightfully obtained from a third party. Member will keep Participants’ Confidential Information in strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, loss and theft.
(c) Company Information. Member agrees to keep confidential any Confidential Information, as defined in Section 6(a), shared by Company in the Program. Any Confidential Information shared by Company, its employees, or contractors is confidential, proprietary, and belongs solely and exclusively to Company. Member agrees not to disclose, reveal or make use of any Confidential Information or any transactions, during discussions, on the Facebook group or otherwise. Member agrees not to use such Confidential Information in any manner other than in discussion with other Participants in the Program. Confidential Information shall not include information rightfully obtained from a third party. Member will keep Company’s Confidential Information in strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, loss and theft.
(d) Non-Disparagement. Member shall, during and after the participation in the Program, refrain from making any statements or comments of a defamatory or disparaging nature to any third-party regarding Company, or any of Company’s officers, directors, employees, personnel, agents, policies, services, or products, other than to comply with law. This provision in no way restricts a Client’s ability to communicate reviews or performance assessments about a Company’s goods or services.
(e) Violations of Confidentiality. Member agrees that if Member violates or displays any likelihood of violating this Section 6 the Company and/or the other Participant(s) will be entitled to injunctive relief to prohibit any such confidentiality violations to protect against the harm of such violations.
- Independent Contractors
(a) Independent Contractor Relationship. This Agreement shall not render Company an employee, partner, agent of, or joint venturer with the Member for any purpose. Company is and will remain an independent contractor and service provider in its relationship to the Member. Company is or remains open to conducting similar tasks or activities for entities other than the Member and holds itself out to the public to be a separate business entity. Company shall retain sole and absolute discretion in the manner and means of carrying out the activities and responsibilities under this Agreement. Company will not be required to follow or establish a regular or daily work schedule. Company will not rely solely on the equipment or offices of Member for completion of tasks and duties set forth pursuant to this Agreement. Any advice given to Company regarding services performed for the Member shall be considered a suggestion only, not an instruction. Company and Member agree to conform to any and all IRS tests necessary to establish and demonstrate the independent contractor relationship between Member and Company.
(b) Taxes and Benefits. Company will be responsible for filing its own tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Member shall not be responsible for withholding taxes with respect to Company’s compensation. Company shall have no claim against Member for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits or employee benefits of any kind.
- Ownership of Intellectual Property
(a) IP Ownership. Client agrees that the Program contains proprietary content (“Intellectual Property”) that is owned solely by Company and/or its licensors and is protected by copyright, trademark, and any other applicable intellectual property laws. Company retains the sole right to use, reproduce, and distribute the Intellectual Property throughout the universe in any and all mediums. Company grants Client a license to use the Intellectual Property solely for Client’s own noncommercial purposes. Client agrees that it has no right to create derivatives of, share, reproduce, distribute, modify, translate, post, license, sell, loan, or otherwise exploit the Intellectual Property, whether commercially or non-commercially, and acknowledges that doing so constitutes a violation of law. For the avoidance of doubt, Client agrees not to create any derivative products, blog posts, websites, guides, worksheets, tool kits, videos, audio recordings, or the like based on Company’s Intellectual Property (including any and all content) or that in any way violates Company’s Intellectual Property, without Company’s written consent. Any registered or common law trademark, service mark, logo, or tagline used in conjunction with the Program is property of the Company. Client may not use such trademarks or service marks for any purpose except with written permission by Company.
The Manifest More Membership™, Flower Framework Growth Method™, and Lily Nicole Coaching™ are trademarks of Lily Howard.
(b) No Resale of Services Permitted. Member agrees not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Program (including training materials), use of the Program, or access to the Program. This agreement is not transferrable or assignable without the Company’s prior written consent.
(c) Member agrees to not share access to the Program or materials with others. This includes parties that have not purchased access to the Program, or any other third-party that Company has not authorized access to.
(d) Recordings. All training/group calls and meetings are recorded by Company. Member may access these recordings via the online forum or other means provided by Company. Member agrees and consents to the recording of any calls, meetings, or conversations which take place as part of this Agreement. Company reserves all rights in any and all recordings.
(e) Infringement Notification. The Program respects the rights of others and we expect users of our Sites and Services to do the same. This Agreement prohibits the infringement of the copyrights of others, and it is also Company’s policy that Company may remove, suspend, terminate access, or take other appropriate action against repeat offenders. We may also remove content that in our sole discretion appears to infringe the intellectual property rights of others.
(f) How to File an Infringement Notification. If you have evidence, know, or have a good faith belief that content residing on or accessible through our online forum or Site infringes a copyright which you own or for which you are a designated agent, please send a notice of infringement by email to Program by both of the following means:
Email: [email protected]
In any such notice, please include sufficient information to address the items specified below:
- Identify the copyrighted work claimed to have been infringed. If multiple copyrighted works are covered by a single notification, provide a representative list of such works.
- Identify the material that is claimed to be infringing or to be the subject of infringing activity. Include information reasonably sufficient to permit Lily Howard to locate the material.
- Please provide a URL and screenshots for each item. Include the specific asset(s) or page(s) that you claim to be infringing.
- Say “entire work” ONLY if all assets/pages in a collection/document are infringing.
- Include details of your claim to the material, or your relationship to the material’s copyright holder.
- Provide your full name, address, and telephone number should we need to clarify your claim.
- Provide a working email address where we can contact you to confirm your claim.
- If true, include the following statement: “I have a good faith belief that use of the copyrighted materials described above as the allegedly infringing web pages is not authorized by the copyright owner, its agent, or the law.”
- If true, include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the copyright owner to make this complaint.”
- Sign the document, physically or electronically.
(a) Company’s Warranties. Company represents, warrants, and covenants that Company has full authority to enter into this Agreement and all of the Services, whether performed by Company or any of its subcontractors, will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable and qualified personnel.
(b) Member’s Warranties. Member represents, warrants, and covenants that Member has full authority to enter into this Agreement and has or will obtain all of the necessary consents, rights, licenses, clearances, releases or other permissions to lawfully consummate the transactions and lawfully discharge, in all material respects, each and every of Member’s obligations or duties, whether performance is due now or during the Term.
(c) Except for the express warranties provided throughout these terms, neither party makes any other warranties, express or implied.
- Limitation of Liability
(a) In no event shall Company have any liability to Member for any lost profits, loss of use, business interruption, costs of procurement of substitute goods or services, or for any indirect, special, incidental, multiple, exemplary, punitive, or consequential damages however caused and, whether in contract, tort or under any other theory of liability, whether or not either party has been advised of the possibility of such damage; and
(b) In no event shall Company’s liability to Member exceed the fees paid by Member under these terms, whether in contract, tort, or under any other theory of liability.
(c) The limitations in this Section 10 shall not apply to a breach of confidentiality by a party to this Agreement or the obligations under Sections 7 and 8.
(d) Member understands that the information presented in the Program is not legal, financial, therapeutic, mental health, or medical advice and Company is not a law firm. All of the information provided throughout the Membership and Services including the resources delivered via phone/video conference, e-mail, in the online forum, live events including webinars and video/audio recordings educating about business, laws, health, and/or finance-related information, are resources for educational and informational purposes only and should not take the place of hiring a licensed professional. Member understands that Company does not and will not provide any form of diagnosis.
If a coach or individual acting on behalf of Lily Howard within the program is licensed in some professional manner (JD, MD, RN, PA, LMFT, Therapy/Mental health professionals, etc.), Client understands that these individual(s) are not acting within their capacity as a licensed professional(s).
- Entire Agreement; Modification
This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all the parties.
No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision. No waiver shall be binding unless executed in writing by the party making the waiver.
- Neutral Construction
This Agreement was prepared by Company. It is expressly understood and agreed that this Agreement shall not be construed against Company merely because they were prepared by it or its counsel; rather, each provision of this Agreement shall be construed in a manner which is fair to both parties.
- Changed Terms
Parties may amend this Agreement only by mutual Agreement and in writing, signed and agreed to by both parties.
This Agreement shall be binding on the parties to it and their respective heirs, legal representatives, successors, and assigns; provided, however, that Member may not assign any of its rights under this Agreement.
All notices, requests, demands, and other communications under this Agreement shall be in writing and properly addressed as follows:
E-mail: [email protected]
To Member at Member’s mailing and/or e-mail address provided at the time of purchase.
Any party may change its address for purposes of this paragraph by giving the other parties written notice of the new address.
- Governing Law; Venue; Mediation
This Agreement shall be construed in accordance with, and governed by, the laws of the State of California as applied to contracts that are executed and performed entirely in California. The exclusive venue for any proceeding based on or arising out of this Agreement shall be San Diego, County, California. The parties agree to attempt to resolve any dispute, claim or controversy arising out of or relating to this Agreement by mediation, after a good faith effort to resolve such dispute amicably. Parties shall share in the costs. The parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration or other dispute resolution procedures.
- Recovery of Litigation Expenses
If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.
Wherever possible, each provision of this contract will be interpreted so that it is valid under applicable law. If any provision is held illegal or unenforceable, that provision will be reformed to the extent necessary to make the provision legal and enforceable. All remaining provisions will remain unaffected and will continue in full force and effect.
Both parties understand that signatures transmitted digitally and created electronically via touchscreen or computer mouse shall have the same force and binding effect under law as an original handwritten signature in ink.
Whew - That’s it! Time to get this party started.
The parties have executed this Agreement on the date of enrollment by Member. Completion of enrollment, payment by Member, and granted access to the Site constitutes our Agreement.