1. INTRODUCTIONThis Coaching Agreement

(“Agreement”) is between

Inspired Media Corp

and (“Client”). Inspired Media Corp (“Company”) agrees to provide coaching services (“Services”) to Client, in accordance with the terms as outlined below. Client agrees and understands that this Agreement is a legally binding contract between Company and Client. By purchasing Services, Client agrees to the following terms as stated:

2. TERM

Services begins on the date of execution of this Agreement and continue until the end of our scheduled intensive 

or

 for 3 months from the date of the first scheduled call between the parties, unless the Term is extended by mutual written agreement and depending on the intensive package selected.

3. SERVICES

Services consist of of social media strategy coaching, designed to help Client improve Client’s social media practices and results. During the Term, Company will provide Client's choice of:

(1) Intensivea. Access to the STAND OUT METHOD video trainingb. Supplementary STAND OUT METHOD blueprint worksheet (“Services Materials”).c. 30 minute 1:1 Live Time Social Clarity Calld. Action items for implementation.e. Call transcription

(6) Intensive Bundle a. Live STAND OUT METHOD training + build out.b. 1:1 Social Strategy Call Intensives = (2) 60 - minute intensives + (4) 30-minute intensivesc. 3 months retainerd. Supplementary STAND OUT METHOD blueprint worksheete. Action items for implementationf. Call transcription

(6) Intensive Bundle Upgradea. Live STAND-OUT METHOD training + build out.b.(6) 1:1 Social Strategy Call Intensives = (2) 60- minutes intensives + (4) 30minute intensivesc. 4 weeks of online supportd. 3 months retainere.Supplementary STAND-OUT METHOD blueprint worksheet.f. Action items for implementationg. Call transcription.

Live Calls

If Client needs to change the date or time of a call or biweekly follow up call, Client will endeavor to give Company as much notice as possible, but at least 24 hours notice are required in order for Company to accommodate a request for postponement. Company will make every effort to accommodate Client’s need to change the date or time of a follow up call but cannot guarantee this without proper notice from Client. “No show” calls are forfeited. Company can also not guarantee it will be able to accommodate multiple requests from Client for schedule changes. Client understands and agrees that if Client requests postponements, date or time changes of calls more than twice, Company may not be able to accommodate these changes. Client understands and agrees that Client will not be reimbursed if Company cannot accommodate requested schedule changes beyond the two changes allotted. Client understands and agrees that all calls must take place within Term. Any calls not utilized during Term are forfeited unless otherwise decided, at Company’s sole and absolute discretion.

If Company needs to change the date or time of a follow up call, Company will let Client know as soon as possible and provide alternate dates and times for Client to choose. Both parties agree, however, to make a good faith effort to stick to the schedule as agreed upon at the outset of the Services.

Company Availability to Client

During the Term, Company will be available to Client during the scheduled 30 or 60 minute calls only. If client elects the Intensive Bundle Upgrade, Company will be available to client 6 days following each 30 minute call only via the Telegram app and any other digital deliverables given by Company. Company availability is Monday-Thursday 10am-6pm PST. Company is not available Fridays, weekends, or on any US Holidays. Client understands that long document or content revisions may take 48 hours for Company to provide feedback

4. DUTIES AND RESPONSIBILITIES

1. Company agrees to communicate with Client honestly and promptly.

2. Client agrees to communicate with Company honestly and promptly.

3. Client understands and agrees that in order to obtain the best results from Services, Client must provide truthful, complete and honest information to Company at intake and in every call with Company.

4. Client understands and agrees that in addition to Client’s degree of success is dependent on her commitment and consistency.

5. Client agrees that she is solely responsible for implementing any techniques or changes recommended by Company.

6. Client agrees to be open to feedback from Company.

7. Client also understands that every individual is different, and Company cannot guarantee any particular result will be achieved through Client’s participation in Services.

8. If client books (1) Intensive, Client MUST review + complete the video training as well as the STAND OUT METHOD blue print worksheet before the call and present this worksheet to Company during the 30 minute clarity call.

5. FEES & PAYMENT TERMS

Client will pay for Services via GHL and Stripe. Payment is processed by third party payment processors, and Client’s personal information is processed in accordance with Company’s Privacy Policy.

In exchange for Services, Client agrees to pay Company the following fees:

Intensive

The Client will pay $747 USD. Client will not be enrolled in Services, nor have access to any Services materials, until Company has received Client’s satisfactory payment in full.

Intensive Bundle PIF

If Client elects to pay in full prior to the start of Services, Client will pay $4,327USD. Client will not be enrolled in Services, nor have access to any Services materials, until Company has received Client’s satisfactory payment in full.

If Client elects to pay in installments, Client has one alternative option:

Intensive Bundle | 3 Month Payment Plan

If Client elects to pay via a 3 Month Payment Plan, total fees are $4,551USD, paid in three installments of $1517 per installment. The first installment is due at the time of signing this Agreement. The second installment will be automatically charged via Company’s payment provider one month subsequent to the first installment payment.

Bundle Upgrade | 3 Month Payment Plan

If Client elects to pay via a 3 Month Payment Plan, total fees are $5,524USD, paid in three installments of $1879 per installment. The first installment is due at the time of signing this Agreement. The second installment will be automatically charged via Company’s payment provider one month subsequent to the first installment payment.

Bundle Upgrade | 4 Month Payment Plan

If Client elects to pay via a 4 Month Payment Plan, total fees are $5,716USD, paid in four installments of $1429 per installment. The first installment is due at the time of signing this Agreement. The second installment will be automatically charged via Company’s payment provider one month subsequent to the first installment payment.

If Client’s method of payment for an installment payment is declined, Company will assess a late fee of 10% of the outstanding balance owed, per week. Company reserves the right to suspend and or terminate all Services if payment is not received. Company reserves the right to terminate this Agreement immediately, if payment is not received after assessment of late fees. If Company terminates Services, Client is still liable to Company for all outstanding balances, fees, and installment payments, including any and all late fees accrued. Company reserves the right to pursue any outstanding balances owed to the fullest extent of the law, including, but not limited to, authorizing a debt collection agency and/or a lawyer to collect amounts owed on Company’s behalf.

If Client’s method of payment for an installment payment is declined, Company will assess a late fee of 10% of the outstanding balance owed, per week. Company reserves the right to suspend and or terminate all Services if payment is not received. Company reserves the right to terminate this Agreement immediately, if payment is not received after assessment of late fees. If Company terminates Services, Client is still liable to Company for all outstanding balances, fees, and installment payments, including any and all late fees accrued. Company reserves the right to pursue any outstanding balances owed to the fullest extent of the law, including, but not limited to, authorizing a debt collection agency and/or a lawyer to collect amounts owed on Company’s behalf.

For (6) Intensive Bundle

If Client elects to pay in full prior to the start of Services, Client will pay $4,327USD. Client will not be enrolled in Services, nor have access to any Services materials, until Company has received Client’s satisfactory payment in full.

If Client elects to pay in installments, Client has one alternative option:

For (6) Intensive Bundle | 3 Month Payment Plan

If Client elects to pay via a 3 Month Payment Plan, total fees are $4,551USD, paid in three installments of $1517 per installment. The first installment is due at the time of signing this Agreement. The second installment will be automatically charged via Company’s payment provider one month subsequent to the first installment payment.

If Client’s method of payment for an installment payment is declined, Company will assess a late fee of 10% of the outstanding balance owed, per week. Company reserves the right to suspend and or terminate all Services if payment is not received. Company reserves the right to terminate this Agreement immediately, if payment is not received after assessment of late fees. If Company terminates Services, Client is still liable to Company for all outstanding balances, fees, and installment payments, including any and all late fees accrued. Company reserves the right to pursue any outstanding balances owed to the fullest extent of the law, including, but not limited to, authorizing a debt collection agency and/or a lawyer to collect amounts owed on Company’s behalf.

6. NO REFUNDS

Services are offered to Client as is. No refunds will be issued for any reason at any time, regardless of whether Client completes Services.

7. RELATIONSHIP OF PARTIES

Client agrees that Client’s participation in Services does not create a partnership, joint venture, agency or employment relationship with Company.

8. INTELLECTUAL PROPERTY

Client agrees that any content provided to Client by Company is provided for Client’s personal, informational, non-commercial use only. Content is owned by Company and protected by all applicable copyright and trademark laws. Any content includes all:

1. Company website and social media content, including design, marks, photographs, client-only features, graphics, text, videos and all other media and source code

2. All Services materials and any other digital downloads or other materials, digital or non-digital (materials include but are not limited to, text, photos, graphics, video) created by Company, including, but not limited to, Company’s template.

3. Any other form of Company-created information available to Client immediately prior to Services and during Services (parts 1 through 3, collectively, “Content”).

Company grants Client a limited, revocable, non-transferable license to access Content and print and download Content where expressly allowed by Company, for Client’s personal, non-commercial use.

Client is not permitted to duplicate, reproduce, sublicense, share, reassemble, upload, change, post, transmit, transfer, distribute, sell, license, display, republish, create derivative works of or alter Content in any way without prior written approval from Company.

9. CONFIDENTIALITY/NON-DISCLOSURE

Both Client and Company recognize the importance of confidentiality during the Term of Services and agree to hold all confidential information exchanged in the strictest confidence and safeguard it from disclosure and misuse to the fullest extent possible. Confidential information includes (i) all information disclosed between Client and Company reasonably considered to be confidential and proprietary, regardless of whether Client or Company labeled the information as confidential, given the circumstances surrounding the disclosure of the information and (ii) all information labeled or indicated to be confidential by one party to the other party to be confidential, provided that the information was not public at the time of disclosure, (collectively, “Confidential Information”).

Both Company and Client agree not to make use of any Confidential Information unless and until Client or Company is required to disclose pursuant to a governmental order. If Client or Company is required by law to disclose Confidential Information, the party required to disclose the Confidential Information must provide written notice to the other party of the disclosure as soon as is reasonably possible.

Client agrees that should Client breach this Agreement by disclosing Company’s Confidential Information outside of the specific circumstances expressly outlined in this Agreement, or should Company learn of Client’s intent to breach this Agreement by disclosing Company’s Confidential Information, Company is entitled to injunctive relief against Client to prohibit said disclosure and limit and protect Company from any harm due to the disclosure.

10. NON-DISPARAGEMENT

Client agrees to not make any false, derogatory or disparaging statements about Company, any agents of Company, or Services, in public or private. Company agrees to not make any false statements in public or private regarding Client.

11. DISCLAIMER

Client understands and agrees that Services are provided “as is” for informational purposes only and should be used at Client’s own risk. Services are not business, financial, legal, medical, health or other professional advice. All information offered through Services, Services materials, and Content is for informational purposes only and should be used at Client’s own risk.

Client understands and agrees that through Services, Client will receive information and recommendations on social media best practices and strategy. Client understands and agrees that any time a person changes their strategy, particularly in a landscape like social media that can be unpredictable and ever-changing, certain risks are involved. Client agrees that Company is not responsible nor liable for any consequences Client may experience through implementing any information or recommendations in Services.

Client understands and agrees that Company does not make any representations or guarantees as to any possible income, business growth, social media account growth, sales, additional clients, or any other earnings or growth benefits that may be derived directly or indirectly from Client’s participation in Services. Client agrees that Company is not liable for the results of any decisions Client makes as a result of Client’s participation in Services or from the Services materials and/ or Content provided by Company.

Company makes no representations or warranties of any kind, express or implied, as to Services, including, but not limited to, any warranties of merchantability or fitness for a particular purpose. Company makes no representations as to any physical, emotional, or mental health benefits that may be derived from Services.

Company does not assume liability or responsibility for the accuracy or completeness of information provided in Services. Company disclaims all warranties to the fullest extent permitted by law.

Client understands and agrees that any testimonials, examples, or other results presented by Company on Company’s webpage, marketing materials, social media platforms, or any other forum are the experiences of one Services participant. Client understands and agrees Company does not represent or guarantee in any way that Client will achieve the same or similar results. By purchasing Services and/or using Services materials and Content, Client acknowledges and agrees Client is solely responsible for Client’s results.

12. TESTIMONIALS

Client agrees that Company may use a testimonial about Services provided by Client for any purpose, even commercial. Client agrees that Client’s testimonial may be used in Client’s website, marketing materials, social media platforms or any other platform owned by Company. At Client’s written request, Company will anonymize Client’s testimonial by excluding Client’s personal information.

13. WARRANTY

Except as where otherwise indicated herein, Services, Services materials and Content provided by Company are “as is.” Company makes no representations or warranties of any kind, express or implied, as to the Services, Services materials or Content. Client understands and agrees that all individuals are different, and Company makes no representations, guarantees or warranties regarding any results Client may or may not experience from participation in Services and/or the use of Services materials and Content. Company disclaims all warranties to the fullest extent permitted by law.

14. ASSIGNMENT

This Agreement is between Client and Company only. This Agreement cannot be assigned to another party.

15. MODIFICATION

Client agrees that Company may modify the terms of this Agreement at any time. If Company modifies this Agreement, Company will notify Client of these modifications in writing as soon as is reasonably possible.

16. TERMINATION AND CANCELLATION

Due to the nature and duration of Services, if Client cancels after Services have commenced, Company is unable to refund any Fees paid by Client to the date of cancellation AND Client understands and agrees that Client is still responsible for all Fees due under this Agreement and any other outstanding balances, regardless of when and whether Client cancels Services. If Client pays in installments, Client understands and agrees that Client is responsible for all installment payments due under this Agreement, even if Client elects to terminate this Agreement. Termination does not absolve Client from Client’s responsibility to pay all Fees due under this Agreement

Cancellation of Services and Agreement Due to Client Breach

By purchasing Services, Client agrees that Company, at its sole discretion, may cancel this Agreement without refund of any money paid by Client if Client:

1. Fails to pay amount due even after Company’s assessment of late fees

2. Client is derogatory, defamatory, abusive, uncooperative and/or fails to provide the requisite information Company needs in order to complete Services

3. Client violates any other terms of this Agreement.

Client agrees that should Company cancel this Agreement due to any of the above conditions, Client is still liable for any outstanding balances and late fees.

Cancellation of Services Due to Non-Breach

In certain extraordinary circumstances, Company may have to cancel ongoing Services, in which case Company will provide Client as much notice as possible. If Client has paid in advance, Company will finish Services for the remainder of the current Payment Period for which Client has paid, unless it is unable, in which case Company will refund Client for only the period it will be unable to render Services that Client has already paid for, prorated, and exclusive of any costs Client owes Company.

17. ELECTRONIC SIGNATURES

Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Delivery of a copy of this Agreement bearing an original or electronic signature by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature.

18. LIMITATION OF LIABILITY

BY PARTICIPATING IN SERVICES AND USING SERVICES MATERIALS AND CONTENT, CLIENT AGREES THAT CLIENT IS SOLELY RESPONSIBLE FOR ANY RESULTS DERIVED FROM SAID PARTICIPATION AND USE. CLIENT ASSUMES ANY AND ALL RISKS. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY IS NOT LIABLE AND DOES NOT ACCEPT RESPONSIBILITY FOR ANY LOSSES OR DAMAGES CAUSED BY OR RESULTING FROM CLIENT’S PURCHASE OF OR PARTICIPATION IN SERVICES, OR CLIENT’S USE OF SERVICES MATERIALS AND/OR CONTENT. HOWEVER, IF COMPANY IS FOUND LIABLE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY IN THE AGGREGATE OF COMPANY AND COMPANY’S AGENTS TO CLIENT FOR ANY CLAIMS, LOSSES, COSTS, OR DAMAGES WHATSOEVER ARISING OUT OF, RESULTING FROM OR IN ANY WAY RELATED TO THIS SERVICES OR AGREEMENT FROM ANY CAUSE OR CAUSES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, PROFESSIONAL ERRORS AND OMISSIONS, STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY, SHALL NOT EXCEED THE TOTAL COMPENSATION PAID BY CLIENT TO COMPANY

19. INDEMNIFICATION

Client agrees to indemnify, defend and hold harmless Company and any parties working for or associated with Company (including, but not limited to, employees, agents, contractors, subsidiaries, partners, affiliates, successors, assigns; collectively, “Company’s Affiliates”), from any and all actions, claims, damages, fees and expenses, including attorney’s fees, in law and in equity, arising out of the purchase of Services, Client’s participation in Services, Client’s use of Content, or Client’s use of any other information by provided in any form by Company or Company’s Affiliates to Client, excluding any liabilities resulting from the gross negligence or willful misconduct of Company. Client agrees that neither Company nor Company’s Affiliates are personally liable for any representations or actions of Company or Company’s Affiliates.

20. GOVERNING LAW/DISPUTE RESOLUTION

Both parties will strive to work out any disputes amicably. Client agrees that any claim or dispute at law or equity that has arisen, or may arise, between Client and Company (or any related third parties) that relates in any way to or arises out of this or previous versions of this Agreement, Client’s use of or access to Services, the actions of Company or its agents, or any products or services sold or purchased through Services, will be resolved in accordance with the following provisions:

Applicable Law

Client agrees that the laws of the State of California, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between Client and Company, except as otherwise stated in this Agreement.

Arbitration

Client and Company agree that any and all disputes or claims that have arisen, or may arise, between Client and Company (or any related third parties) that relate in any way to or arise out of this or previous versions of the Agreement, Client’s use of or access to Services, the actions of Company or its agents, or any products or services sold, offered, or purchased through Services shall be resolved exclusively through final and binding arbitration, rather than in court. However, Client understands and agrees that this does not in any way limit Company’s ability to employ a debt collection agency and/or a lawyer to collect outstanding balances due under this Agreement.

The Federal Arbitration Act ("FAA"), and to the extent not inconsistent with the FAA, the laws of the State of California, without regard to principles of conflict of laws, governs the interpretation and enforcement of this Agreement.

The arbitration will be administered by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA's Consumer Arbitration Rules and the AAA's Commercial Arbitration Rules, and the AAA's International Centre for Dispute Resolution Rules (as applicable), as modified by this Agreement to Arbitrate. Absent agreement of the parties, the AAA shall decide which AAA rules apply to the arbitration. If a party intends to seek arbitration, that party must first send to the other party, by certified mail, a valid Notice of Dispute ("Notice")

If Client is a resident of the United States, then the arbitration hearing shall be held in Orange County, California, or via online a licensed online dispute provider (ODR). If Client is not a resident of the United States, then the arbitration hearing will be held in Orange County, California, in the United States, via ODR, or another mutually agreed location.

If for any reason, arbitration is not successful, Client agrees that any claim or dispute between Client and Company will be resolved exclusively by a state or federal court located in Orange County, California. Client agrees to submit to the personal jurisdiction of the courts located within Orange County, California for the purpose of litigating all such claims, disputes, or matters.

Attorneys’ Fees

If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney’s fees and all other costs of such action.

21. FORCE MAJEURE

Company will not be liable for failure or delay in the performance of its obligations under this Agreement for the period that said failure or delay is beyond Company’s reasonable control, materially affects the performance of any of Company’s obligations under this Agreement, and could not reasonably have been foreseen. Force majeure events contemplated include but are not limited to fire, flood, pandemic, hurricane, acts of God, and acts of governmental action prohibiting or impeding Company from performing its obligations under this Agreement.

22. WAIVER

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

23. SEVERABILITY

If any portion of this Agreement is deemed to be void or unenforceable, that portion is severable from the Agreement and does not impact the enforceability of the remainder of this Agreement.

24. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between Company and Client. This agreement may not be modified unless and until future written agreement by both parties.