This Agreement is between Shanna Chess Photography (“Company”) and (“Client”) (collectively the “Parties”), for the purpose of Client purchasing an online course and/or hiring Company for the group coaching services outlined below.

This Agreement shall become effective upon the date of both Parties’ signatures below.

1. Scope of Online Course and/or Coaching Program
Client shall have access to all prerecorded lessons and materials and downloads indefinitely. When upgrading to the coaching program,
access to Shanna, any online coaching platforms utilized, course content and videos, and coaching from Company is available during the duration of this 2 month group coaching program. Included in your online course membership is:
-6 modules of teaching lessons where Company will teach how to become a profitable and professional photography business
- Spreadsheets, worksheets and templates
When upgrading to the coaching program, in addition you have:
-Weekly online support from Company team in private Slack community (available Monday-Friday between 9am and 3pm; allow up to 48 hours for a response)
- (4) 60 minute group coaching calls spread out through the 2 month program

The Profitable Photography Business 101 group coaching program has a 2 month minimum commitment. Access to Company’s support, coaching calls, coaching call recordings and online community is available only during Client’s 2 month membership in this program.

2. Fee & Retainer
In consideration for the online course and coaching services provided by Company, Client agrees to pay Company $499 before coupons for the online course and an additional $2250 before coupons as a one time payment in exchange for the services outlined above. Client shall make payment online through the Company’s client management system. Client may either (1) pay the full fee; or (2) make payments through a 3rd party company (Klarna, Affirm, After Pay). In the event Client elects a payment plan, the total amount will be deemed a non-refundable, non-transferable retainer. In the event Client elects to pay the full fee, the total amount shall be deemed a nonrefundable, non-transferable retainer. The retainer’s purpose is to block out a spot in Company’s coaching program during the time frame selected by Client whereby Company cannot take on an additional client for the coaching program. If a payment plan is elected, payments will be automatically charged to Client's credit card on le using auto-payments through Company's third party client management system.

Any additional coaching services, calls, emails and time beyond those listed in Section 1, will be billed by Company at $250 per hour. Access to coaching from Company is available only while the coaching program is in session (2 months). Client may elect to continue on for additional support after the 2 month coaching program at the program's current monthly rate.

3. Refunds
In the event that this Agreement is terminated, no portion of any payments of any kind whatsoever shall be owed or refunded to Client.

4. Coaching Calls (Group Calls)
When upgrading to a coaching program, Group coaching calls will occur throughout the duration of the coaching program and will last for 60 minutes. Client understands that coaching calls will not go over time. Group coaching phone calls will occur via Zoom. Client understands that group coaching calls will only occur during the 2 month program time frame and acknowledges that calls will not rollover. Client shall act respectfully on all group coaching calls. Client agrees to give as much as it takes and shall refrain from inappropriate behavior or over-taking other participants. Company retains the right to ask Client to leave a group coaching call early if Client’s behavior is unacceptable.

5. Group Support in Slack
When upgrading to a coaching program, Client will have access to Company via Slack during regularly scheduled hours of Monday through Friday (with the exception of holidays and breaks which will be communicated out as they arise) only during the 2 month program time frame. Client agrees that Company's Slack response time is 2 business days. Company reserves the right to hire and train additional team members to support Client inside the Slack online community. Client understands that support inside of the Slack community may come directly from Company and any team members hired by Company.

6. Client Responsibilities
When upgrading to a coaching program, Client understands and agrees to be involved in a group coaching program whereby other participants will also be coached by Company alongside Client. Client understands and agrees that this is not a 1-on-1 coaching experience. Client further agrees to treat all other group coaching participants with mutual respect, actively engage in group conversations, and comply with group confidentiality as outlined in Section 11.

7. Term and Termination
This Agreement shall last indefinitely for the online course program and for a term of 2 months from the start of the coaching program. Client may terminate this Agreement upon giving 30-days written Notice to Company, but no refund will be given whatsoever. If such notice is given and there is still an outstanding balance on Client’s account, Client must pay the remaining balance to Company. Company reserves the right to collect any outstanding and unpaid balance. Company may terminate this Agreement at any time in the event Client breaches contract, Client fails to comply with suggestions provided by Coach without reaching an agreeable alternative solution, or Client does not remit payment as specified in Section 2.

8. Communication
There is no access to Company support when purchasing the online course. During the coaching program, Company is generally available to provide services during normal business hours: 9am-3pm pst. Company’s primary source of communication is through its email info@shannachessphotography.com. Company will respond to Client within 72 hours during business hours, including any document or website reviews. Client agrees and understands that Company may take holidays and vacations throughout the year. Company will notify Client within 3 days of these time periods and parties will work together to ensure all services are completed and/or scheduled. Client understands and agrees to this communication clause.

8. Renewal
If Client wishes to renew this Agreement, Client must notify Company within 30 days prior to this Agreement ending, and a contract renewal agreement will be sent by Company. Client understands that renewal is not guaranteed and is dependent on the availability of the Company’s next group coaching program.

9. Service Location
Both Parties agree and understand that the coaching services to be provided under this Agreement shall be performed virtually.

10. Copyright
All coaching services, documents, emails, blogs, digital les, paper documents, and any other work created by Company in relation to this Agreement is the exclusive and sole property of Company and are protected by United States Copyright Laws (USC Title 17). Client hereby agrees that Company’s course and content is owned by Shanna Chess Photography and is not to be used for purposes beyond the group coaching program. Violations of this federal law will be subject to its civil and criminal penalties.

11. Confidentiality
Client shall not (i) disclose to any third party any details regarding the business of the Company, including, but not limited to, coaching materials, mentoring style, customers, the prices it obtains, the prices at which it sells products and programs, manners of operation, plans or business ideas, strategies and workflows, trade secrets, or any other information pertaining to the business of the Company (the “Confidential Information”), (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the Company, or (iii) use Confidential Information other than solely for the benefit of the Company. Furthermore, due to the nature of the group coaching program and need for all participants to talk openly about their businesses, Client shall not (i) disclose to any third party any details regarding the business of any other group coaching participant, including, but not limited to, their business plans or strategies, upcoming courses or launches, prices or customers, manners of operation, trade secrets, or any other information pertaining to the business of the group coaching participant (the “Confidential Information”), (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the group coaching participant, or (iii) use Confidential Information other than solely for the benefit of the group coaching participant. Client also agrees not to make contact with any of the Company's clients in any way and may not accept any of Company's previous or current clients on as their own. Company will not use Client’s name, likeness, photos, or testimonial for advertising, press releases, announcements or any promotional purposes, including on its website, without the prior written consent of Client. Client understands and agrees to this Confidentiality clause.

12. No Guarantees
Company does NOT make any guarantees as to the Client’s personal, business, or financial results of any online course program and/or group coaching services provided. Company agrees to provide the services listed in this Agreement in a reasonable and timely manner. Client agrees to take responsibility for Client’s own results.

13. Release & Reasonable Expectations
Client has spent a satisfactory amount of time reviewing Company’s business and has a reasonable expectation that Company’s services throughout the coaching program will produce different outcomes and results for each client it works with. Client understands and agrees that:
● Every client's final result is different.
● Coaching and/or consulting is a subjective service and Company may give different information to each client depending on its personal and business needs.
● Company will use its personal judgment to create favorable experiences to each Client depending on their business needs.
● Dissatisfaction with Company’s independent judgment or individual coaching style are not valid reasons for termination of this Agreement or request of any monies returned.

14. DISCLAIMER
Client agrees and understands that Company is not providing the professional services of an attorney, accountant, financial planner, therapist or any other kind of licensed or certified professional. Should Client desire professional services that exceed the scope of this Agreement, Client must sign a letter of engagement for said professional services with the appropriate service provider.

15. Non-Disparagement
Company and the Client agree that, at all times during this Agreement and in perpetuity, they shall use reasonable and good faith efforts to ensure that neither Party engages in any vilification of the other, and shall refrain from making any false, negative, critical or disparaging statements, implied or expressed, concerning the other, including, but not limited to, management style, methods of doing business, the quality of products and services, role in the community, or treatment of Company. The Parties further agree to do nothing that would damage the others business reputation or goodwill; provided, however, that nothing in this Agreement shall prohibit either Party’s disclosure of information which is required to be disclosed in compliance with applicable laws or regulations or by order of a court or other regulatory body of competent jurisdiction.

16. Indemnification
Each Party hereby agrees to indemnify and hold harmless the other Party and its agents from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expenses and attorneys’ fees, to which the other may become subject as a result of any claim, demand, action or other legal proceeding by any third party to the extent such losses arise directly or indirectly out of activities performed by the other Party pursuant to this Agreement, except to the extent such losses result from the gross negligence or willful misconduct of a Party.

17. Maximum Damages
The sole remedy for any actions or claims shall be limited to the maximum amount not to exceed the total monies paid by Client under this Agreement.

18. Limitation of Liability
Client acknowledges that while the Company may provide business and personal solutions and suggestions, it is up to Client to act in its own best interest and understand that all decisions for improvement ultimately fall upon Client. Client agrees that all business, personal, and financial decisions are its own responsibility. In no event shall Company be liable under this Agreement to Client or any other third party for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, arising out of, relating to, or in connection with any breach of this Agreement, regardless of (a) whether such damages were foreseeable, (b) whether or not Client was advised of such damages, and (c) the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based.

19. Force Majeure
No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, but not limited to, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) a natural disaster (res, explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), epidemic, or pandemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in elect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities. The Impacted Party shall give Notice within [number] days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of [number] days following Notice given by it, the other Party may thereafter terminate this Agreement upon Notice. The retainer and all other payments made by Client up to the date of Notice of a Force Majeure Event are non-refundable.

20. Cancellation of Services by Company
In the event Company determines, in its sole discretion, that it cannot or will not perform its obligations under this Agreement due to circumstances including, but not limited to, injury, illness, death of family member, pregnancy, military orders, religious obligations, or other personal emergencies, it will:
1. Immediately give notice to Client;
2. Issue a refund or credit based on a reasonably accurate percentage of services rendered; and
3. Excuse Client of any further performance and/or payment obligations under this Agreement.

22. Assignability and Parties of Interest
Client shall not assign, sub-contract, substitute, or hire any third party to take the place of Client in performance of this Agreement.

23. Entire Agreement
This is a binding Agreement that incorporates the entire understanding of the Parties, supersedes any other written or oral agreements between the Parties, and any modifications must be in writing, signed by both Parties, and physically attached to the original agreement.

24. Venue and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon including all matters of construction, validity, performance, and enforcement and without giving elect to the principles of laws. The Parties agree that any dispute or lawsuit arising out of, or concerning, this Agreement shall be resolved exclusively in a federal or state court of competent jurisdiction located in Lane county, Oregon. The Parties assume responsibility for their own collection costs and legal fees incurred should enforcement of this Agreement should it become necessary.

25. Mediation and Arbitration
Any and all disputes or disagreements rising between the Parties out of this Agreement upon which an amicable understanding cannot be reached, shall be decided by mediation, and if mediation is unsuccessful, then arbitration in accordance with the procedural rules of the American Arbitration Association. The Parties agree to be bound by the decision of the arbitrator(s). The arbitration proceeding shall take place in Lane County, Oregon unless another location is mutually agreed to by the Parties. The cost and expenses of the arbitrators shall be shared equally by the Parties. Each Party shall be responsible for its own costs and expenses in presenting the dispute for arbitration.

26. Severability & No Waiver
In the event that any part of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable. Any failure by one or both Parties to enforce a provision of this Agreement shall not constitute a waiver of any other portion or provision of this agreement.

27. Transfer
This Agreement cannot be transferred or assigned to any third party by either the Company or Client without written consent of all Parties.

28. Headings
Headings and titles are provided in this Agreement for convenience only and will not be construed as part of this Agreement.

29. Notice
Parties shall provide effective notice (“Notice”) to each other via email at the date and time which the Notice is sent:
Company’s Email: info@shannachessphotography.com.

30. Counterparts; Facsimile Signatures
A copy of this Agreement may be executed by each individual/entity separately, and when each has executed a copy thereof, such copies, taken together, shall be deemed to be a full and complete agreement between the Parties. The Parties agree that a facsimile copy (electronic copy) of this Agreement, which contains the Parties’ signatures, may be used as the original.