C.U.L. Private Coaching Program Agreement
These terms and conditions form a part of Smyle Marketing, LLC enrollment agreement with Client and apply to private coaching, group training, or any other training or consulting specified overleaf at time of purchase and for which Client wishes to enroll, to the exclusion of all other terms and conditions issued or stipulated by anyone other than Smyle Marketing, LLC. In these terms and conditions, all references to "us", "our", and "we" mean Smyle Marketing, LLC
This Agreement shall be made on the date of enrollment between:
Client, who agrees to provide their correct legal billing address via the enrollment portal on date of enrollment
hereinafter called “Client”
and
Smyle Marketing, LLC
1735 Central St, #312
Denver, CO 80211 United States
hereinafter called “Smyle Marketing LLC.”
Client and Smyle Marketing LLC. are hereinafter referred to as the “Parties”.
NOW THEREFORE, in consideration of the mutual covenants of the Parties hereto, the Parties hereby agree as follows:
(Collectively the “Services”)
The Client acknowledges and agrees that the Services provided under this Agreement, including all videos, material, information or lessons prepared or issued by Smyle Marketing LLC for the use of the Client are the sole property of Smyle Marketing LLC, and Smyle Marketing LLC shall retain all rights (including any and all trademarks, copyright or other moral rights), titles and interest in and to the Services. Client shall keep the materials and correspondence received as confidential. No other use or distribution is authorized save as expressly allowed under this Agreement.
The manner and means by which Smyle Marketing LLC. chooses to complete the services are in Smyle Marketing LLC.’s sole discretion and control. Smyle Marketing LLC.’s obligations shall be conditioned upon receiving such information and cooperation from Client as may be reasonably necessary to perform the services.
2. Although Smyle Marketing LLC. may comment upon Client’s legal documents, financial statements, other documentation, or advertisements in the course of performing the services hereunder, Client acknowledges that Smyle Marketing LLC. is not an attorney, nor is Smyle Marketing LLC. providing auditing or accounting services or opining on representations made in any financial statements. Further, Client must review their own agreements with social media or advertising mediums, such as Meta or Google, to ensure that the Client is in compliance with their agreements with the social media and advertising mediums. Client acknowledges that Client should consult with its own legal, auditing and accounting advisors regarding any matters requiring legal, auditing, accounting, or advertising advice. Client also acknowledges that Client is solely responsible to ensure that Client’s marketing and/or advertisements are in compliance with Client’s agreements with social medial and advertising mediums.
3. The Services shall commence on date of purchase (date of enrollment) and continue for 12 (twelve) weeks following date of purchase (the “Term”).
4. In the event the Client is unable to attend a pre-arranged telephone consultation (group calls), the client will be sent a video recording of each call to listen to at their convenience.
5. As full payment for the Services, the Client agrees to pay the following fee, in US dollars, plus
applicable goods and services taxes:
The obligation of Smyle Marketing LLC to perform the Services is conditional upon payment by the Client and performance by the Client of its obligations hereunder. The foregoing payments are non-refundable. All payments are to be made per the payment schedule above.
6. Smyle Marketing, LLC shall offer no refund, cancellation, or guarantee of performance except for the following policies.
Cooling Off Period: Client shall have three (3) business days from the date of initial payment (date of purchase) in which to request a cancellation in writing for program enrollment. If you choose to cancel your enrollment for any reason within three (3) business days of completing your initial payment (date of purchase) then Smyle Marketing, LLC will refund you the total of any amount you have paid less a 10% administrative fee and the value of any physical or digital products received. Please allow up to ten (10) days after your refund has been approved for your refund to be processed.
Enrollment Deposit: Smyle Marketing, LLC will not accept client's enrollment until we receive a payment from client that is equal to or greater than the minimum deposit. If client's enrollment deposit is not equal to the minimum deposit required, this amount will be held in credit and may not be refunded outside of the cooling off period.
Rescheduling Enrollment Date: If client chooses to delay their enrollment start date, client will have up to 6 months to initiate a new start date. All payments are still due in a normal and timely manner, even though the start date might be delayed. Any changes to the program due to the client's start date being delayed will be up to the discretion of the trainers of the programs.
Satisfaction Money-Back Guarantee: Smyle Marketing, LLC offers a money-back guarantee for clients who have completed the program in full under the following specific conditions:
7. This Agreement shall not constitute an employer/employee relationship, and it is the intent of each party that Smyle Marketing LLC. shall at all times be an independent contractor. Smyle Marketing LLC is an independent contractor and shall not be considered nor hold itself out as an employee, partner, joint venture, or an agent of the Client. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Client and Smyle Marketing LLC. or any employee or agent of Smyle Marketing LLC.. For greater clarity, the parties acknowledge and agree that Smyle Marketing LLC is solely providing the Services to the Client and is not in any other manner affiliated with the Client or the Client’s business, present or future.
Neither party has the authority to bind the other or to incur any liability on behalf of the other, nor to direct the employees of the other. Smyle Marketing LLC. shall retain the right to perform services for others during the term of this Agreement. Smyle Marketing LLC will be responsible for payment of all expenses necessary to provide the Services except as contemplated in this Agreement.
8. The Client acknowledges and agrees that Smyle Marketing LLC makes no claims, representations or warranties of any kind with respect to the Services, including, without limiting the generality of the foregoing, the success, performance, or future profits of the Client related to the information and Services provided pursuant to this Agreement.
The Client hereby waives any claim that it may have against Smyle Marketing LLC, its employees, agents and affiliates, and agrees to defend, indemnify, protect and hold harmless Smyle Marketing LLC, its employees, agents and affiliates, from any and all claims, liabilities, damages, costs (including costs on a solicitor client full indemnity basis) or expenses of whatever nature, which may arise directly or indirectly, to any party, as a result of the Services provided by Smyle Marketing LLC, its employees, agents and affiliates under this Agreement or unauthorized distribution thereof.
9. In addition to any other remedies, which Client may have by virtue of this Agreement, Client agrees that in the event that a breach of the confidentiality and non-distribution of materials provisions of this Agreement occurs or is threatened, Smyle Marketing LLC. shall be entitled to obtain an injunction against Client from a court of competent jurisdiction to restrain any breach of confidentiality or distribution of unauthorized materials. Further, Smyle Marketing LLC. and the Client agree that in the event that Client fails to comply with the confidentiality and non-distributions provisions of this Agreement, Smyle Marketing LLC.’s damages would be uncertain and difficult (if not impossible) to accurately estimate. Accordingly, the Parties agree that if Client breaches the confidentiality and non-distribution of materials provision, Smyle Marketing LLC. will be entitled to liquidated damages in the amount of $50,000, in addition to any other damages to which Smyle Marketing LLC. is entitled for any other breach of this Agreement.
10. Client shall indemnify, defend and hold Smyle Marketing LLC. harmless from and against any and all third-party claims, liability, suits, losses, damages and judgments, joint or several, and shall pay all costs and expenses (including counsel’s fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising there from, that Smyle Marketing LLC. incurs relating to or as a result of having performed services on behalf of Client.
11.Client agrees that Client will not disparage or encourage others to disparage Smyle Marketing LLC. For purposes of this agreement, the term disparage includes without limitation any oral or written communication, whether by Client or someone acting on behalf of Client, that publishes, posts, or otherwise releases information or material in any medium about Smyle Marketing LLC which would adversely affect any manner of the conduct of the business of Smyle Marketing LLC, Smyle Marketing LLC’s business plans or prospects, or Smyle Marketing LLC’s reputation as a company.
12. In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, all costs, and all expenses of appeals, if any.
13.The terms and conditions herein set forth constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and shall supersede any and all prior agreements, undertakings, representations and communications between the parties. No assignment or modification of this Agreement shall be binding unless made in writing and properly executed by each of the parties hereto.
14.This Agreement shall be governed by the laws of the State of Colorado and the parties agree to attorney to the exclusive jurisdiction of the State of Colorado.
15.In this Agreement words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders and vice versa and words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations.
16. The Client acknowledges that it has sought or has had the opportunity to seek independent legal advice with regard to this Agreement, and no provisions of this Agreement shall be construed in favor or against any one Party for having drafted this Agreement.
17. This Agreement shall be binding upon and ensure to the benefit of the parties hereto and their successors and permitted assigns.
18. Each of the paragraphs contained in this Agreement is unique and severable. In the event that any section, provision or part of this Agreement is declared invalid, illegal or unenforceable, the remaining parts of this Agreement shall remain in full force and effect and such declaration shall not affect the validity or enforceability of any other parts of this Agreement.
19. Time is of the essence.
20. This Agreement may be executed in counterpart and delivered to each party by opt-in agreement during program sign-up, facsimile, email, or PDF and such acknowledgement shall constitute a binding agreement between the parties.
This Agreement shall be made on the date of enrollment between:
Client, who agrees to provide their correct legal billing address via the enrollment portal on date of enrollment
hereinafter called “Client”
and
Smyle Marketing, LLC
1735 Central St, #312
Denver, CO 80211 United States
hereinafter called “Smyle Marketing LLC.”
Client and Smyle Marketing LLC. are hereinafter referred to as the “Parties”.
NOW THEREFORE, in consideration of the mutual covenants of the Parties hereto, the Parties hereby agree as follows:
- Subject to performance by the Client of its obligations hereunder and during the Term set forth, Client hereby retains Smyle Marketing LLC. to provide instruction and coaching to the Client on marketing-business training. Smyle Marketing LLC. agrees to:
- Provide video lessons and/or other related materials;
- Provide responses to questions sent to [email protected] by the Client.
- Provide up to 4 (four) 1:1 strategy calls during the Term. Client is responsible for booking 1:1 calls using the link and calendar options provided through the coaching portal.
- Provide group conference calls that shall be held at a regular time every week. The duration of the calls will be around 1 hour in length and will be recorded, given to the client in a digital format and are the property of Smyle Marketing LLC.
(Collectively the “Services”)
The Client acknowledges and agrees that the Services provided under this Agreement, including all videos, material, information or lessons prepared or issued by Smyle Marketing LLC for the use of the Client are the sole property of Smyle Marketing LLC, and Smyle Marketing LLC shall retain all rights (including any and all trademarks, copyright or other moral rights), titles and interest in and to the Services. Client shall keep the materials and correspondence received as confidential. No other use or distribution is authorized save as expressly allowed under this Agreement.
The manner and means by which Smyle Marketing LLC. chooses to complete the services are in Smyle Marketing LLC.’s sole discretion and control. Smyle Marketing LLC.’s obligations shall be conditioned upon receiving such information and cooperation from Client as may be reasonably necessary to perform the services.
2. Although Smyle Marketing LLC. may comment upon Client’s legal documents, financial statements, other documentation, or advertisements in the course of performing the services hereunder, Client acknowledges that Smyle Marketing LLC. is not an attorney, nor is Smyle Marketing LLC. providing auditing or accounting services or opining on representations made in any financial statements. Further, Client must review their own agreements with social media or advertising mediums, such as Meta or Google, to ensure that the Client is in compliance with their agreements with the social media and advertising mediums. Client acknowledges that Client should consult with its own legal, auditing and accounting advisors regarding any matters requiring legal, auditing, accounting, or advertising advice. Client also acknowledges that Client is solely responsible to ensure that Client’s marketing and/or advertisements are in compliance with Client’s agreements with social medial and advertising mediums.
3. The Services shall commence on date of purchase (date of enrollment) and continue for 12 (twelve) weeks following date of purchase (the “Term”).
4. In the event the Client is unable to attend a pre-arranged telephone consultation (group calls), the client will be sent a video recording of each call to listen to at their convenience.
5. As full payment for the Services, the Client agrees to pay the following fee, in US dollars, plus
applicable goods and services taxes:
- 3 monthly payments of $1600. The first payment shall be due on the date of purchase, and subsequent payments shall be charged automatically every 1 (one) month for 2 (two) consecutive months, for a total amount of $4800.
OR - 1 (one) single payment of $4500 due in full on the date of purchase
The obligation of Smyle Marketing LLC to perform the Services is conditional upon payment by the Client and performance by the Client of its obligations hereunder. The foregoing payments are non-refundable. All payments are to be made per the payment schedule above.
6. Smyle Marketing, LLC shall offer no refund, cancellation, or guarantee of performance except for the following policies.
Cooling Off Period: Client shall have three (3) business days from the date of initial payment (date of purchase) in which to request a cancellation in writing for program enrollment. If you choose to cancel your enrollment for any reason within three (3) business days of completing your initial payment (date of purchase) then Smyle Marketing, LLC will refund you the total of any amount you have paid less a 10% administrative fee and the value of any physical or digital products received. Please allow up to ten (10) days after your refund has been approved for your refund to be processed.
Enrollment Deposit: Smyle Marketing, LLC will not accept client's enrollment until we receive a payment from client that is equal to or greater than the minimum deposit. If client's enrollment deposit is not equal to the minimum deposit required, this amount will be held in credit and may not be refunded outside of the cooling off period.
Rescheduling Enrollment Date: If client chooses to delay their enrollment start date, client will have up to 6 months to initiate a new start date. All payments are still due in a normal and timely manner, even though the start date might be delayed. Any changes to the program due to the client's start date being delayed will be up to the discretion of the trainers of the programs.
Satisfaction Money-Back Guarantee: Smyle Marketing, LLC offers a money-back guarantee for clients who have completed the program in full under the following specific conditions:
- Client must have attended & participated fully in a minimum of 4 1:1 strategy sessions during the term. Client is responsible for arrangement and completion of the 1:1 strategy sessions using the provided scheduling system. Smyle Marketing LLC has no obligation to schedule, remind, or reimburse the Client for any 1:1 sessions, nor is Smyle in any way responsible for Client’s failure to book or complete all 4 sessions within the Term.
- Client must complete the entire training program as provided through the video lessons and other related materials as are considered compulsory within the term.
- Client must complete and submit all of the worksheets, revisions, homework, marketing tasks, and other instruction as considered compulsory by Smyle Marketing, LLC during the term.
- Smyle Marketing, LLC may from time to time provide instruction and marketing tasks for the client to complete through any of the following: via the online training program, via 1:1 video sessions or group video sessions, via phone sessions, email communication, or text messages sent to the client.
- All worksheets, homework, and questions must be submitted to Smyle Marketing, LLC for review specifically through the online training portal or directly to [email protected]. Online comments, comments within documents, or any other form of communication regarding the worksheets or assigned homework shall not be considered a completion of the coursework.
- Client must complete and submit the sales tracking document within a group coaching call or directly to [email protected] a minimum of 1 (one) time per week during the term.
- When you participate for twelve weeks in every aspect of the coaching program (including going through all online education provided, attending all planned group coaching calls, attending all live training events, completing all 1:1 strategy sessions, or anything else presented as compulsory for the trainings), if you don't grow your business or earn back 2X your investment in the course, Smyle Marketing, LLC will refund your money. To be eligible for this refund you must present proof of your participation in the entire program in all aspects, and proof that you took action on each part and the results or lack of that those actions produced. To apply for a refund after the 12 week term has ended you must advise the CEO of Smyle Marketing, LLC in writing via email at [email protected]. No other refunds are granted for clients that change their minds, change their hearts, change their situation, or chose not to participate fully in the program.
7. This Agreement shall not constitute an employer/employee relationship, and it is the intent of each party that Smyle Marketing LLC. shall at all times be an independent contractor. Smyle Marketing LLC is an independent contractor and shall not be considered nor hold itself out as an employee, partner, joint venture, or an agent of the Client. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Client and Smyle Marketing LLC. or any employee or agent of Smyle Marketing LLC.. For greater clarity, the parties acknowledge and agree that Smyle Marketing LLC is solely providing the Services to the Client and is not in any other manner affiliated with the Client or the Client’s business, present or future.
Neither party has the authority to bind the other or to incur any liability on behalf of the other, nor to direct the employees of the other. Smyle Marketing LLC. shall retain the right to perform services for others during the term of this Agreement. Smyle Marketing LLC will be responsible for payment of all expenses necessary to provide the Services except as contemplated in this Agreement.
8. The Client acknowledges and agrees that Smyle Marketing LLC makes no claims, representations or warranties of any kind with respect to the Services, including, without limiting the generality of the foregoing, the success, performance, or future profits of the Client related to the information and Services provided pursuant to this Agreement.
The Client hereby waives any claim that it may have against Smyle Marketing LLC, its employees, agents and affiliates, and agrees to defend, indemnify, protect and hold harmless Smyle Marketing LLC, its employees, agents and affiliates, from any and all claims, liabilities, damages, costs (including costs on a solicitor client full indemnity basis) or expenses of whatever nature, which may arise directly or indirectly, to any party, as a result of the Services provided by Smyle Marketing LLC, its employees, agents and affiliates under this Agreement or unauthorized distribution thereof.
9. In addition to any other remedies, which Client may have by virtue of this Agreement, Client agrees that in the event that a breach of the confidentiality and non-distribution of materials provisions of this Agreement occurs or is threatened, Smyle Marketing LLC. shall be entitled to obtain an injunction against Client from a court of competent jurisdiction to restrain any breach of confidentiality or distribution of unauthorized materials. Further, Smyle Marketing LLC. and the Client agree that in the event that Client fails to comply with the confidentiality and non-distributions provisions of this Agreement, Smyle Marketing LLC.’s damages would be uncertain and difficult (if not impossible) to accurately estimate. Accordingly, the Parties agree that if Client breaches the confidentiality and non-distribution of materials provision, Smyle Marketing LLC. will be entitled to liquidated damages in the amount of $50,000, in addition to any other damages to which Smyle Marketing LLC. is entitled for any other breach of this Agreement.
10. Client shall indemnify, defend and hold Smyle Marketing LLC. harmless from and against any and all third-party claims, liability, suits, losses, damages and judgments, joint or several, and shall pay all costs and expenses (including counsel’s fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising there from, that Smyle Marketing LLC. incurs relating to or as a result of having performed services on behalf of Client.
11.Client agrees that Client will not disparage or encourage others to disparage Smyle Marketing LLC. For purposes of this agreement, the term disparage includes without limitation any oral or written communication, whether by Client or someone acting on behalf of Client, that publishes, posts, or otherwise releases information or material in any medium about Smyle Marketing LLC which would adversely affect any manner of the conduct of the business of Smyle Marketing LLC, Smyle Marketing LLC’s business plans or prospects, or Smyle Marketing LLC’s reputation as a company.
12. In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, all costs, and all expenses of appeals, if any.
13.The terms and conditions herein set forth constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and shall supersede any and all prior agreements, undertakings, representations and communications between the parties. No assignment or modification of this Agreement shall be binding unless made in writing and properly executed by each of the parties hereto.
14.This Agreement shall be governed by the laws of the State of Colorado and the parties agree to attorney to the exclusive jurisdiction of the State of Colorado.
15.In this Agreement words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders and vice versa and words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations.
16. The Client acknowledges that it has sought or has had the opportunity to seek independent legal advice with regard to this Agreement, and no provisions of this Agreement shall be construed in favor or against any one Party for having drafted this Agreement.
17. This Agreement shall be binding upon and ensure to the benefit of the parties hereto and their successors and permitted assigns.
18. Each of the paragraphs contained in this Agreement is unique and severable. In the event that any section, provision or part of this Agreement is declared invalid, illegal or unenforceable, the remaining parts of this Agreement shall remain in full force and effect and such declaration shall not affect the validity or enforceability of any other parts of this Agreement.
19. Time is of the essence.
20. This Agreement may be executed in counterpart and delivered to each party by opt-in agreement during program sign-up, facsimile, email, or PDF and such acknowledgement shall constitute a binding agreement between the parties.