Flux to Flow Terms & Conditions (for Registration, Participation and Payment)

KJP Consulting Services LLC & Stephpierce.com (“Company,” “we” or “us”) provides this summary of terms and conditions (this “Agreement”) in connection with your engagement of us to provide workshop and coaching services (“the Services”) through the Flux to Flow Workshop (the “Workshop”). Our obligation to provide Services is limited to the specific actions described in the Workshop overview found on the stephpierce.com website, which description is incorporated herein by reference. For purposes of this Agreement, (a) “Company IP” means all methodologies, systems, procedures, management tools, workshops, software, concepts,interviews, ideas, inventions, know-how and other intellectual capital that we have developed, created, or acquired prior to performing Services under this Agreement, or we develop, create, or acquire during the term of this Agreement or thereafter, and (b) “Deliverables” means all materials that we create and are delivered to you in the performance of Services hereunder, in any form and media.

Participation in the Workshop requires signing of a consent form outlining that coaching is NOT therapy.  You understand and agree that refunds are NOT available once the Workshop first weekly co-hort session launches.  If you are unable to attend, you can ask for admission into a subsequent program but you understand and agree that participation in a different session will be limited and not guaranteed.

You agree that you will participate fully in the Workshop, including completion of assignments, attendance at meetings and communications with us, our coaches, and other participants.  You understand and agree that your participation in the Workshop may be terminated if you are not meeting the expectations laid out for participation in the Workshop.  In this case, a partial refund may be provided at our sole and absolute discretion.

Compensation & Expenses. You agree to pay to us the Workshop fee as set forth in the Workshop Overview (the “Fee”), plus all applicable taxes. You also acknowledge that our obligation to provide the Services is conditioned upon the full payment of the Fee. 

Nature of Our Duties and Responsibilities. You hereby acknowledge and agree that our duties and responsibilities hereunder consist only in the performance of our Services under this Agreement. You acknowledge and agree that at all times you have sole discretion, responsibility and authority to make your own employment and business related decisions. We are not responsible for, and will not be liable for, any work, act, omission, decisions, negligence, gross negligence, or intentional misconduct on your part. You acknowledge and agree that the Services consist of coaching, which is not advice, therapy, nor counseling. Your communications with us are not subject to any privilege.

Your Obligations. You acknowledge and agree that our ability to meet any schedules may be dependent upon your prompt performance of your obligations and that any delays in your performance or changes in the Services requested by you may delay delivery of the Services and any Deliverables. Any such delay caused by you shall not constitute a breach of any term, condition or our obligations under this Agreement. You agree that you will take your participation in the Workshop and the coaching process seriously, be candid with us, attend all scheduled sessions with us, dedicate reasonable time to accomplish the program in the agreed-upon timeline, and timely complete any homework actions. You further agree to be an active participant in the coaching and workshop process and to cooperate with us in the delivery of the Services. If we determine in our sole discretion that you have failed to meet these obligations, we may terminate this Agreement and the Services.

Certification. By participating in the Workshop, you are certifying that you do not suffer from any physical or mental disability that might affect such participation, and, if you have any substance abuse problem or mental illness, you have consulted with your physical and other health care professional and been advised that you may participate in the coaching process and the Workshop without risk. You agree that if there is any change in this certification, you will promptly advise us.

Independent Contractor Status; Exclusivity. Nothing in this Agreement shall be defined as or be construed as creating an employer-employee relationship and you acknowledge that we are providing you Services on an independent contractor basis only.

Ownership of Materials; License; Intellectual Property. Expressly conditioned upon full payment of the Fee and all other fees and costs due to us, we hereby grant to you a non-exclusive, nontransferable, and royalty-free right and license to use the Deliverables solely in connection with Services; provided that nothing in this Agreement will be deemed to grant you any right to the know-how, techniques, processes, technology and methods used in the creation of the Deliverables. You acknowledge and agree that (a) we have developed at considerable expense the various confidential, proprietary, and copyrighted Deliverables and other materials, know-how, trade secrets and technologies that will be shared with you through the provision of Services, (b) the Deliverables are provided for your use only, and (c) except your use in connection with the Services, you may not use, resell, copy, distribute, create derivative works based upon, or publicly display or perform or transmit the Deliverables without our prior written consent. For the avoidance of doubt, all Company IP is and shall remain the sole and exclusive property of us, and except for the license expressly granted hereunder, you will not have or acquire any right, claim, title or interest in or any of the Company IP, including any Deliverables.

Confidentiality. Each party agrees to hold in confidence and not to use or disclose to others, except each party’s attorneys, accountants, or other professional advisers, anyinformation which should reasonably be understood to be confidential or proprietary given the nature of the information and the circumstances surrounding the disclosure of it by the disclosing party (“Confidential Information”), including but not limited to any plans, programs, processes, equipment, costs, operations, and customers, except where (i) our disclosure of the foregoing to others reasonably results from the performance of Services hereunder, (ii) such written data or information has been made publicly available by a party other than the disclosing party, (iii) the receiving party can demonstrate by its written records kept in the ordinary course of business that such information was already known by receiving party at the time of the disclosure, (iv) the receiving party can demonstrate by its written records kept in the ordinary course of business that such information was independently developed by the receiving party without the use of or reliance on the Confidential Information of the other party; or (v) as required by law to disclose such information. Upon expiration or termination of this Agreement, each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party. You agree to keep information shared by other participants in the Workshop confidential; however, you acknowledge that we cannot guarantee the confidentiality of information you share with other Workshop participants since they may share information that is exchanged despite their agreement not to.  We will not be liable for the disclosure of any of your confidential information by other participants or third parties.

No Warranty/Limitation of Liability. Except as specifically set forth herein, we make no warranty regarding the Services to be provided under this Agreement. ALL SERVICES AND ALL DELIVERABLES AND OTHER MATERIALS ARE PROVIDED “AS IS”, AND WE HEREBY DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO SUCH SERVICES, DELIVERABLES, AND OTHER MATERIALS, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, FREEDOM FROM INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. IN NO EVENT WILL OUR LIABILITY OF ANY KIND WITH RESPECT TO THE SERVICES, DELIVERABLES, AND OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR OTHERWISE ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDE ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DELAY IN FURNISHING SERVICES, DELIVERABLES, AND OTHER MATERIALS UNDER THIS AGREEMENT, OTHER THAN ANY SUCH LOSS OR DAMAGE RESULTING FROM OUR WILLFUL MISCONDUCT OR INTENTIONAL WRONGDOING. IN NO EVENT WILL OUR LIABILITY OF ANY KIND EXCEED THE AMOUNT REMITTED TO US UNDER THIS AGREEMENT AS OF THE DATE SUCH LIABILITY ACCRUES.

Indemnification. You agree to defend, indemnify and hold harmless us, our members, employees, affiliates, and each of them, and their respective officers, directors, employees, shareholders, members, agents, insurers, and representatives from and against any and all demands, claims, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) whether or not involving any third party claim, that results from or arises out of directly or indirectly: (a) any act or omission of you or your agents ; or (b) any breach of this Agreement. We may defend any claim against us.

Term. This Agreement will commence upon your acceptance of these Terms and Conditions and will continue until the completion of the Services (Workshop Session One Month Follow-up Call). Notwithstanding anything set forth in this paragraph, we may, at our option, terminate this Agreement, effective immediately upon notice to you in the event of the occurrence of any of the following events: (a) you become insolvent or fail to make any payment when due for this Agreement or any other agreement for the Services; or (b) you are in violation of any term or requirement of this Agreement. All obligations under this Agreement which expressly or by their nature survive the expiration or termination of this Agreement shall continue in full force and effect until they are satisfied in full or by their nature expire.

General. None of the responsibilities and obligations of ours under this Agreement shall in any way or in any manner be deemed to create any liability of us to, or any rights in, any person or entity other than you. If a party hereto delayed or prevented from performing any obligation due to fire, act of God, governmental act or failure to act, strike, labor dispute, inability to procure materials, or any cause beyond such parties (as applicable) reasonable control, then the time for performance of such obligation shall be excused for the period of such delay or prevention and extended for a period equal to the period of such delay or prevention. No force majeure event shall excuse the timely payment of all items due under this Agreement. Financial disability or hardship will never constitute a force majeure event. This Agreement constitutes the entire and fully integrated agreement between the parties with respect

to the subject matter hereof, and supersedes any and all other agreements between the parties related thereto, as well as all proposals, oral or written, and all negotiations, conversations, or discussions between the parties related to this Agreement. This Agreement will not be deemed or construed to be modified, amended, rescinded, canceled, or waived, in whole or in part, except by written amendment signed by the parties hereto. If any of the terms of this Agreement are in conflict with any rule of law or statutory provision or otherwise unenforceable under the laws or regulations of any government or subdivision thereof, such terms will be deemed stricken from this Agreement, but the other terms of this Agreement will continue in force, unless the invalid or unenforceable provisions are inseparable from, the remainder of this Agreement. Each party has participated in the negotiation and preparation of this

Agreement; therefore, this Agreement shall be construed in a fair and objective manner and not strictly for or against either party. This Agreement may be executed electronically and in two or more counterparts, and each such counterpart will be deemed an original hereof. No failure by either party to take any action or assert any right hereunder will be deemed to be a waiver of that right. This Agreement will be governed by and construed in accordance with the laws of the State of Minnesota. All disputes, claims, and controversies arising out of or relating to this Agreement will be resolved by litigation in the courts of the State of Minnesota in Hennepin County, Minnesota.

Issue Date: August 19, 2022