CONFIDANTE TERMS & CONDITIONS

Anna Spitzinger LLC ("Company"), and the paying customer ("Client"), sometimes referred to jointly as the “Parties” or separately as “Party,” enter into this Company Agreement ("Agreement") in order to memorialize terms that will govern any and all work that Company may perform for and with Client during its term.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Engagement and Scope of Services:

The services and/or support to be performed by Company will consist of weekly consulting and discrete project support, subject to mutual agreement on a case-by-case basis, related to business development.

Company has no obligation to provide any services under this Agreement and may decline any support offered. In the event Company accepts any offered support, Company agrees to provide the agreed deliverables in accordance with the project description and requirements then agreed in written communication.

2. Term:
The term of this Agreement will commence on the date it is fully executed and will continue until Client terminates (cancels) participation OR Company determines Client is no longer a fit for the service (becomes disruptive to the integrity of the group or Company).


3. Compensation and Expense Reimbursement:

3.1 Compensation.

As compensation in full for the services outlined in Section 1 herein, Client will pay Company a nonrefundable fee established upon purchase. Depending on the payment option selected, this may be a monthly, semi-annual, or annual fee.


3.2 Expense Reimbursement. Company agrees not to incur any additional expense on behalf of the Client, unless such expense is approved in advance in writing by Client.

If an expense is agreed upon and incurred, it will be billed to Client directly.

4. Conditions: This Agreement will not take effect, and Company will have no obligation to provide services, until both Parties have executed this Agreement. Execution of this agreement is represented by initial payment by Client.

5. Payments: Client may pay for the services outlined in Section 1 via the payment method defined by Client upon subscription initiation.

Client understands and agrees that Client is financially responsible for all payments.
All of the personal information that Client provides as part of the payment process may be collected by both Company and Company’s third-party payment processing providers. This includes, but is not limited to, name, email address, billing information, and credit card number. Please read Company’s Privacy Policy with respect to how Company handles Company’s personal information.
Company’s third-party payment processing providers may have privacy policies and terms and conditions that differ from Company’s. Company has no liability or responsibility for the independent policies of Company’s third-party payment processing providers. Client is encouraged to read the independent policies contained on the third-party payment processing providers’ websites.
Client understands and releases Company from liability for any damage or loss caused by Client’s payment or by Client’s dealings with Company’s third-party payment processing providers.
Company does not tolerate or accept any type of chargeback from Client’s credit card company.
Client agrees to abide by this Agreement and to pay Company on time.


6. Missed/Late Payments: If Company has not received payment in full from Client within 7 days after the date of the invoice, Client forfeits access to the program and will be removed.

Company reserves the right to discontinue work until the compensation due pursuant to this Agreement is paid in full. Company reserves the right to terminate this Agreement upon Client’s failure to pay the compensation due to Company pursuant to this Agreement.

7. Invoice Disputes: Client shall notify Company in writing of any dispute with an invoice along with any substantiating documentation or reasonably detailed description of the dispute within 7 business days from the date of the invoice subject to dispute.

Client will be deemed to have accepted all invoices for which Company does not receive timely notification of a dispute and shall pay all undisputed amounts due under such invoices within the period set forth in this Agreement.

The Parties shall seek to resolve all invoice disputes expeditiously and in good faith.

8. Office (Workshop) Hours and Communication: Company’s office hours are Monday between 10AM and 3PM EST. Telegram shall be the primary form of communication between the Parties. Company will respond to messages within these hours each week except for the black out dates detailed below. Phone calls must be prescheduled.

Black Out Dates
Major US Holidays
No more than 4 additional Mondays upon 3 days notice by Company


9. Client Approval: Company may display, publish, reproduce, and/or distribute publicly any deliverables produced for Client without prior Client Approval. Company commits to remove all Client information and any additional information that is proprietary to client.

10. Client’s Duties:

10.1 If a Team Pass is purchased, Client shall appoint a representative to serve as the primary contact with respect to this Agreement who will have authority to act on behalf of Client with respect to the services outlined in Section 1 herein.
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11. Consultant Status: It is expressly agreed and understood that Company is performing services under this Agreement as Consultant of Client and that Company is neither an employee nor an agent of Client. Company will have sole control over the detailed method of performance of the services, and the facilities and resources needed to perform the services. Company agrees to pay all applicable taxes which may arise as a result of Company’s performance under this Agreement and to comply with any and all laws and regulations applicable to Company’s performance. Company will have no authority to act, to make any representation, to enter into any contract or commitment, or to incur liability on behalf of Client.

12. Permitted Subcontractors: Company may contract additional subcontractors to provide additional support for Client. Company shall remain fully responsible for the performance of each such Subcontractor and for their compliance with all of the terms and conditions of this Agreement. Nothing contained in this Agreement shall create any contractual relationship between Client and any Subcontractor. Company shall require each Subcontractor to be bound in writing by the Work Product and Proprietary Information and Confidentiality provisions of this Agreement, and, on Client’s written request, to enter into a non-disclosure or intellectual property assignment or license agreement with Company in a form that is reasonably satisfactory to Client.

13. Work Product and Proprietary Information:

13.1 Client grants Company a limited, non-transferable, non-sublicensable (except to Permitted Subcontractors), non-exclusive license to use solely in connection with Company’s performance of the services outlined in Section 1 and subject to and in accordance with the terms and conditions of this Agreement: (i) Client’s intellectual property rights required to create deliverables; and (ii) Client’s website addresses, websites, and URLs required to create deliverables. Client grants no other right or license to any of its intellectual property rights to Company.

13.2 Upon completion of the services outlined in Section 1, and expressly conditioned upon full payment of all fees and costs due, it is understood and agreed that all deliverables produced by Company under this Agreement remain the property of Company including all worldwide right, title, and interest therein, including, but not limited to, copyright rights and other proprietary rights. Client may not reproduce materials shared inside this program to resell or distribute. To the best of Company’s knowledge, none of the deliverables or Client’s use thereof infringe or violate any intellectual property rights of any third party.


13.3 Company retains the right to use the deliverables produced under this Agreement for marketing, promotional, and/or educational purposes provided that (i) data will be anonymized, except for Client’s name, and (ii) Company protects Client’s private data at all times.

13.4 Client warrants that Client owns or has a legal right to use any and all materials supplied to Company under the terms and conditions of this Agreement. Client shall indemnify and hold Company harmless from any and all loss or liability arising from Client’s failure to obtain intellectual property releases or permissions with respect to any and all materials Client provides to Company under the terms and conditions of this Agreement.

14. Confidentiality: In the course of performance under this Agreement, Company may receive Confidential Information from Client or its clients that pertain to client matters or the business of Client without which Company would not be able to perform its services for Client.

"Confidential Information" includes all information, technical data, or know how, including, but not limited to, that which relates to Client's research, products, hardware, software, designs, inventions, ideas, processes, drawings, business plans, product implementations, financial information, marketing techniques, business operation and systems, pricing policies, information concerning employees, customers, and/or vendors disclosed by Client to Company in writing, orally, by inspection, or otherwise.

Confidential Information shall include all information of which unauthorized disclosure could be detrimental to the interests of Client whether or not such information is identified as Confidential Information by Client.

Confidential Information does not include information that Company can demonstrate:

i. was in Company’s possession prior to it being furnished to Company under the terms and conditions of this Agreement, provided the source of that information was not known by Company to be bound by a confidentiality agreement with, or other continual, legal or fiduciary obligation of confidentiality, to Client;

ii. is now, or hereafter becomes, through no act or failure to act on the part of Company, generally known to the public;

iii. is rightfully obtained by Company from a third party, without breach of any obligation to Client;

iv. is independently developed by Company without use of or reference to the Confidential Information; or

v. is required to be disclosed pursuant to applicable law.

Company agrees to keep all such information confidential at all times and not to use it except in the course of performance under this Agreement. Company will take reasonable steps to maintain such confidentiality and obtain similar commitments from any employee or Permitted Subcontractor to whom such information must be disclosed in the course of performance.

15. Non-Exclusivity: The Parties hereby acknowledge and agree that this Agreement is non-exclusive. Client may contract with third parties who perform the same or similar services as those performed by Company and Company may contract with and perform services for as many additional third parties as Company sees fit.


16. Assignment: Neither Company nor Client may assign, transfer, or delegate the rights or obligations set forth in this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void.

17. Notices: Any notice required or desired to be given pursuant to this Agreement shall be deemed to have been given when (a) personally served, or (b) sent by e-mail to the respective Party to whom the notice is being given at the email address below the signature of that Party herein, or (c) mailing by deposit into the United States mail, postage fully prepaid, addressed to the respective Party to whom the notice is being given at the address below the signature of that Party herein, or (d) at such other email address or mailing address as the respective Party may designate by notice given pursuant to this paragraph.
18. Termination:

18.1 Termination for Cause. Either Party hereto may terminate this Agreement before the Termination Date in the event of a material breach by the other Party, effective upon written notice to the other Party.

18.2 Termination without Cause. Client may terminate their membership via their ThriveCart dashboard or contact Company via email.

19. Force Majeure:

19.1 Neither Party shall be liable in damages, nor shall be subject to termination of this Agreement by the other Party, for any delay or default in performing any nonmonetary obligation hereunder if that delay or default is due to any cause beyond the reasonable control and without fault or negligence of that Party; provided that, in order to excuse its delay or default hereunder, a Party shall notify the other within 5 calendar days of the occurrence or the cause, specifying the nature and particulars thereof and the expected duration thereof; and provided, further, that within 5 calendar days after the termination of such occurrence or cause, such Party shall give notice to the other Party specifying the date of termination thereof. All obligations of both Parties shall return to being in full force and effect on the termination of such occurrence or cause (including without limitation any payments that became due and payable hereunder prior to the termination of such occurrence or cause). If such event continues for more than thirty (30) days, either Party may terminate this Agreement. This Section does not excuse either Party's obligation to take reasonable steps to follow its normal disaster recovery procedures or Client’s obligation to pay for services rendered.

19.2 For the purposes of this Section, a "cause beyond the reasonable control" of a Party shall include, without limiting the generality of the phrase, any act of God, act of any government or other authority or statutory undertaking including any law, order, proclamation, regulation, ordinance, or demand, natural disaster, fire, explosion, flood, earthquake, accident, electrical, internet, or telecommunication outage that is not caused by the Party, epidemic, pandemic, strikes or other organized labor action, riot, insurrection, terrorism, or war (declared or undeclared), or other events of a magnitude or type for which precautions are not generally taken in the industry.

20. Entire Agreement: This Agreement expresses the full and complete understanding of the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous proposals, agreements, representations and understandings, whether written or oral, with respect to the subject matter hereof.

21. Modifying the Agreement: This Agreement may be amended by Company at any time.

22. Business Licenses, Permits, and Certificates: Company represents and warrants that Company and Company's employees and Permitted Subcontractors will comply with all federal, state, and local laws requiring business permits, licenses, and certificates required to carry out the services to be performed under this Agreement.

23. Indemnification and Limitation of Liability: Client agrees at all times to defend, hold harmless, and indemnify Company, and its subsidiaries, Permitted Subcontractors, affiliates, agents, officers, directors, employees, or partners, from any cause of action, lawsuit, and judgment, including attorney’s fees and costs, arising from Client’s use of Company’s services, unless caused by the gross negligence or intentional wrongful act of Company.

Company’S SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. CLIENT AGREES THAT Company, AND ITS SUBSIDIARIES, PERMITTED SUBCONTRACTORS, AFFILIATES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, OR PARTNERS, IS NOT LIABLE TO CLIENT OR OTHERS IN ANY WAY FOR DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, INDIRECT, INCIDENTAL, CONSEQUENTIAL, AND/OR SPECIAL DAMAGES.

Should Company be required to defend itself in any action directly or indirectly involving Client, Client agrees to provide any documents, testimony, evidence, or other information Company deems useful to it free of charge.

24. Severability in Event of Partial Invalidity: If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect.

25. Waivers: No failure to exercise and no delay in exercising any right, remedy, or power under this Agreement shall operate as a waiver thereof.

26. Dispute Resolution:

This Agreement will be governed by and interpreted in accordance with the laws of the State of Maine USA, without regard to conflict of laws principles, and all claims relating to or arising out of this contract, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of Maine USA, excluding that State’s conflict of laws principles.


If a dispute arises under this Agreement, either Party may take the matter through arbitration under the Commercial Arbitration Rules of the American Arbitration Association in the County of Cumberland, Maine. Arbitrability disputes will be submitted to the arbitrator. A complete copy of the rules is available on the website of the American Arbitration Association, www.adr.org. By signing this agreement Client and Company agree to arbitrate disputes under the referenced rules and waive the right to appeal and to a Court or jury trial.


27. Miscellaneous:

29.1 This Agreement shall be construed as to its fair meaning and not strictly for or against either Party.

29.2 The headings hereof are descriptive only and are not to be construed in interpreting the provisions hereof.

28. Agreement Execution

THE PARTIES HAVE READ AND UNDERSTOOD THE FOREGOING TERMS AND CONDITIONS AND AGREE TO THEM. CLIENT PURCHASE REPRESENTS AGREEMENT TO THIS AGREEMENT. A COPY MAY BE PROVIDED TO CLIENT UPON REQUEST.