CONSULTING & SERVICES AGREEMENT

This Consulting Agreement (the “Agreement”) is made as of digitally received by the Customer on any of The Challenge Queens Event Agency’s websites, connected subdomains and/or brands. The agreement is made between The Challenge Queens Event Agency (“CQ” or “The CQ Event Agency”), and the person or legal entity accepting and/or paying for the product or services offered by CQ, (the “Customer”).

In consideration of the mutual covenants contained herein, The Challenge Queens Event Agency and the Customer (each a “Party” and collectively, the “Parties”) agree as follows:

⦁ Scope of Work. In consideration of Customer’s payments under this Agreement, The Challenge Queens Event Agency shall perform in accordance with the terms of this Agreement the services of Consulting via Masterminds and/or Virtual Training with the goal of increasing the Customer’s business performance, marketable skill sets and knowledge.

⦁ Programs and memberships offered  by The Challenge Queens Event Agency, Term and Termination. The initial term of the Agreement shall begin on the date of the execution affixed in the purchase link provided and will remain in effect until the term of the agreement has expired as outlined in the terms and conditions agreed upon digitally at purchase. Either party shall have the unlimited right to terminate this Agreement within fourteen (14) days, of the affixed date of agreement, in written notice to the other party at ⦁ [email protected]

⦁ The Challenge Queens Event Agency’s Fee. In consideration of The Challenge Queens’ performance of the Scope of Work in accordance with the Agreement, Customer shall pay The Challenge Queens Event Agency a fee (the “Fee”) determined in accordance with the terms and conditions outlined in the digital purchase  link provided for that specific service, membership, product or program.

 

PAYMENTS 

ALL PAYMENTS RECEIVED TO CQ MUST BE IN CANADIAN OR UNITED STATES DOLLARS.

⦁ All Payments for Consulting, Coaching, Trainings Programs, Courses, Memberships and Products are non-refundable. Payments are accepted as a One Time Payment or in a Multiple Payment Plan as outlined at the time of Customer checkout. Payments listed on The Challenge Queens Event Agency website and/or connected subdomain or brand domain where and when this Consulting Agreement between The Challenge Queens Event Agency and Customer is accepted digitally by the Customer.

⦁ Payments for all CQ online event moderation services are non-refundable. Any services retained require a 50% deposit, which is also non-refundable since it is to block out windows of time to render services. One reschedule of the event date is permitted with 30 days written notice and the new event date must fall within 90 days from the original date scheduled or the client will forfeit their deposit. 

⦁ Taxes. Unless otherwise provided in Exhibit A, the Fee includes the amount of any sales, use, excise, or other similar tax applicable to the performance of the Scope of Work 9 (”Tax”).

⦁ Independent Contractor Relationship. The parties intend that an independent contractor relationship will be created by this Agreement. Customer is interested only in the information and trainings of The Challenge Queens Event Agency’s work and shall not exercise any control over the conduct or supervision of the Scope of Work or the means of its performance. The Challenge Queens Event Agency shall have full responsibility for the payment of all provincial, state, federal and local taxes and contributions including penalties and interest, imposed pursuant to unemployment insurance, social security, income tax, workers’ compensation or any similar statute.

⦁ In compliance with Canadian & US Federal Trade Commission rules, the Customer understands and agrees the CQ Event Agency does not and cannot by law guarantee specific or any results, income, or success in utilizing our programs, services or products whatsoever.

⦁ The Customer is prohibited from sharing, distributing, packaging, or training from The CQ Event Agency for other third parties who are not Customers without written permission from The CQ Event Agency.

⦁ The Customer agrees to hold harmless and indemnify The CQ Event Agency, Noelle McGough, Charlene Helm and their agents and assigns from any and all liability for any general, special or consequential loss or damages that result from the use of, or the inability to use any of their programs, trainings or courses, even if advised of the possibility of such possibilities or damages.

⦁ Ownership of the Convert With Community Course, Position Yourself Powerfully Course, and The Moderators Mastermind Program. These programs are the licensed property of The CQ Event Agency and are protected by copyright. Nothing in this Agreement shall be construed as transferring, assigning, licensing, or conveying any such ownership or proprietary rights to the Convert With Community Course, Position Yourself Powerfully Course, and The Moderators Mastermind Program from The CQ Event Agency, to the Customer, CQM or any other person or entity. The Customer, CQM may not duplicate, modify, or otherwise use the Convert With Community Course, Position Yourself Powerfully Course, and The Moderators Mastermind Program in any other format without the prior written consent of The CQ Event Agency.

⦁ The CQ Events Agency provides course materials, programs, resources and trainings for educational use only and by law does not and cannot offer professional legal, financial, health, tax, therapeutic, or psychiatric advice or treatment. The information contained within or made available through our courses, training programs, virtual events and masterminds cannot replace or substitute for the services of trained professionals in any field, including, but not limited to financial, medical, psychological, or legal matters. The Customer or CQM is not permitted to , under any circumstances, to film, record, or capture audio or video footage during any training sessions. Customers who violate this may be asked to delete the footage, discontinue the use of the device, and/or may be removed from the group and any programs, courses, training sessions or events.

⦁ The CQ Event Agency requires all members, and Customers to be respectful and professional to any clients, CQ Event Agency staff, hosts, speakers and other attendees and their guests even during no-scheduled downtime. If any Customer is deemed to be rude, unethical, or behaves in a manner that compromises The CQ Event Agency community, standards or brand. The CQ Event Agency will not tolerate any unprofessional, hateful, sexist, racist, homophobic, or discriminatory rhetoric or actions, or bullying of any kind.

⦁ Disclosure of The CQ Event Agency’s Information. Customer acknowledges that certain of The CQ Event Agency’s valuable, confidential and proprietary information may come into its possession. Accordingly, Customer agrees that all such information furnished to the Customer by The CQ Event Agency shall remain the exclusive property of The CQ Event Agency, and agrees to hold all information it obtains from or about The CQ Event Agency in strictest confidence, not to use such information other than for the performance of the Agreement, and to cause any of its employees or subcontractors to whom such information is transmitted to be bound to the same obligation of confidentiality to which it is bound. Customer shall not communicate The CQ Event Agency’s information in any form to any third party without The CQ Event Agency’s prior written consent. In the event of any violation of this provision, The CQ Event Agency shall be entitled to preliminary and permanent injunctive relief as well as an equitable accounting of all profits or benefits arising out of such violation, which remedy shall be in addition to any other rights or remedies to which The CQ Event Agency may be entitled.

⦁ Disclosure of other Program and/or Virtual Training Participant's Information. Each Customer (Program and/or Virtual Training Participant) acknowledges that certain of the other Mastermind and/or Virtual Training Participant’s valuable, confidential and proprietary information may come into its possession. Accordingly, each Program and/or Virtual Training Participant agrees that all such information furnished to the other Program and/or Virtual Training Participants by it shall remain the exclusive property of the disclosing Program and/or Virtual Training Participant, and agrees to hold all information it obtains from or about that Program and/or Virtual Training Participant in strictest confidence, not to use such information other than for the performance of the Agreement, and to cause any of its employees or subcontractors to whom such information is transmitted to be bound to the same obligation of confidentiality to which it is bound. Neither Program and/or Virtual Training Participant shall communicate the other’s information in any form to any third party without the other Program and/or Virtual Training Participant's prior written consent. In the event of any violation of this provision, the disclosing party shall be entitled to preliminary and permanent injunctive relief as well as an equitable accounting of all profits or benefits arising out of such violation, which remedy shall be in addition to any other rights or remedies to which that Program and/or Virtual Training Participant may be entitled.

⦁ No Warranties and Limitation of Liability. Except as expressly set forth herein, the work product delivered to Customer pursuant to the Scope of Work is delivered and accepted by Customer without any warranty whatsoever, including but not limited to, any warranty as to results, fitness for a particular purpose or otherwise. The parties acknowledge and agree that in no event shall The CQ Event Agency’s liability arising in connection with the performance of this Agreement or the use of the work product delivered to Customer pursuant to the Scope of Work completed pursuant hereto exceed the amount of the Initial Fee paid to The CQ Event Agency for the performance of the Scope of Work. In no event shall either party be liable to the other for incidental, consequential, special, indirect, or other similar damages suffered in connection with this Agreement or any Scope of Work. Customer agrees to indemnify and hold The CQ Event Agency harmless for any and all damages and liabilities whatsoever including reasonable attorneys’ fees, in excess of the limitation set forth in this Section 8.

⦁ Liability Waiver and Acknowledgement of Risk. I understand and agree that in participating in any Program, Membership and/or Training (in person or virtual), movement class or workshop that there is a possibility of physical injury. I voluntarily agree, therefore, to assume all risks and responsibility for any such injury or accident, which might occur to me or during the movement portion of any Program and/or Training, movement class or workshop. I also exempt, release, and indemnify The CQ Event Agency, its owners, volunteers, assistants, employees, guest artists, faculty members, etc. from any and all liability claims, demands, or causes of actions whatsoever from any damage, loss, injury, to me, in connection with participation in any Program, Membership and/or Training, class or workshop offered by The CQ Event Agency. I understand that I should be aware of my physical limitations and agree not to exceed them.

⦁ Earnings Disclaimer. Customer understands that there can be no assurance that any prior successes, or past results in income earnings, can be used as an indication of Customer’s future success or results. Customer acknowledges monetary and income results are based on many factors.

⦁ The CQ Event Agency does not guarantee or imply any results from any of the programs and services it provides. The Customer assumes full responsibility for the success of the program and the CQ does not guarantee any end result from completion of the program or services.

⦁ The CQ Event Agency does not guarantee that Customer will get rich, that Customer will do as well, or that Customer will make any money at all, especially if the Customer does not do the work that is asked of Customer or if Customer ignores any other advice presented to the Customer. The CQ Event Agency’s products and services may have unknown risks involved, and are not suitable for everyone.

⦁ Making decisions based on any information presented in The CQ Event Agency products, services, or web site, should be done only with the knowledge that Customer could make no money at all. All products and services by The CQ Event Agency are for educational and informational purposes only.

⦁ Customer agrees that Customer is solely responsible for doing Customer’s own due diligence when it comes to making business decisions and all information, products, and services that have been provided should be independently verified by Customer’s own qualified professionals including checking with Customer’s accountant, lawyer or professional advisor, before acting on this or any information.

⦁ The CQ Event Agency’s information, products, and services should be carefully considered and evaluated, before reaching a business decision, on whether to rely on them. Customer agrees that The CQ Event Agency is not responsible for the success or failure of Customer’s business decisions relating to any information presented by The CQ Event Agency, or The CQ Event Agency’s products, services, affiliates, consultants or partners.

⦁ Ownership of Documents. Customer agrees that all formulae, processes, machines, compositions of matter (or improvements thereof), computer programs, know-how, discoveries, techniques, drawings, specifications, renderings and all other documents, data and materials (“Materials”) in any way related to the Scope of Work produced by The CQ Event Agency for Customer pursuant to this Agreement shall be the sole property of The CQ Event Agency. The CQ Event Agency will also retain ownership of any final work product produced pursuant to a valid Scope of Work to this Consulting Agreement.

⦁ General Media Release. Guest Speaker, Customer and/or Contractor hereby expressly grants to The CQ Event Agency, The Become Revolutionary Show and to its officers, employees, agents, and assignees the right to use photographs, video, text and/or audio impressions (including over the internet) of Guest Speaker, Customer, and/or Contractor recorded by The CQ Event Agency during any Interview, Mastermind and/or Virtual Training session, including but not limited to in person events, digital events, phone calls, video sessions, screen sharing sessions, online chat groups, emails and other written communication, and to use the photographs and Guest Speaker, Customer, and/or Contractor’s voice and picture, silhouette, and other reproductions of physical likeness and class-related work (including any still image, videotaped image, CD-ROMs, DVDs and/or other analog or digital means), in connection with or as part of any presentation, program, publication, product, transmission, or other professional endeavor in which the same may be used or incorporated, and also in the advertising, and/or publicizing of any such analog or digital works or their content, in perpetuity. Guest Speaker, Customer, and/or Contractor understand these images / sounds may be used for commercial, educational, or informational purposes.

⦁ Guest Speaker Media Release. Guest Speaker, Customer, and/or Contractor agrees that The CQ Event Agency shall exclusively own, jointly and severally, all rights, title and interest, including copyright in, and to, the complete set of original recordings, with worldwide rights. The CQ Event Agency shall have the right, for any purpose, to use, adapt, change, delete from or add to such form and content, to combine all or any part of these original recordings with others, and to use, distribute, advertise, market and otherwise exploit any and all of the foregoing in any manner and in any medium, as The CQ Event Agency shall determine in its sole discretion.

⦁ Guest Speaker, Customer, and/or Contractor agrees to cooperate with The CQ Event Agency, at its expense, in all further actions, which The CQ Event Agency deems necessary or desirable to confirm, register, protect or enforce The CQ Event Agency’s rights in and to such recordings. Guest Speaker, Customer, and/or Contractor waives all rights of copyright or ownership which Guest Speaker, Customer, and/or Contractor might otherwise have in or to any of the products in which Guest Speaker, Customer, and/or Contractor’s image, likeness or voice appears, and Guest Speaker, Customer, and/or Contractor agrees to assign, and do hereby assign, to The CQ Event Agency any such right, title, and interest in and to any such products.

⦁ Guest Speaker, Customer, and/or Contractor agree to execute all documents deemed necessary or desirable by The CQ Event Agency in connection therewith. Guest Speaker, Customer, and/or Contractor waives all rights of copyright or ownership in or to the resulting commercial or educational and informational materials in which Guest Speaker, Customer, and/or Contractor appears, and acknowledges no monetary or other compensation is provided in exchange for waiving this right. Guest Speaker, Customer, and/or Contractor also agree to allow all forms of distribution of any materials that accompany the images or Guest Speaker, Customer, and/or Contractor’s voice.

⦁ Standard of Performance. The Scope of Work shall be performed in a good and workmanlike manner in accordance with the standards of The CQ Event Agency’s profession and such other accepted standards as may be applicable to the work product delivered to Customer pursuant to a Scope of Work of this kind.

⦁ Assignment. This Agreement shall inure to the benefit of and be binding upon each of the parties and their respective successors and assigns, but neither the rights nor the duties of either party under this Agreement may be voluntarily assigned or delegated without the prior written consent of the other party, except either party may assign part of its rights and delegate its duties under this Agreement to a wholly-owned subsidiary.

⦁ Section Headings. All section headings and captions used in this Agreement are purely for convenience and shall not affect the interpretation of this Agreement.

⦁ Exhibits. All exhibits described in this Agreement shall be deemed to be incorporated in and made a part of this Agreement, except that if there is any inconsistency between this Agreement and the provisions of any exhibit, the provisions of this Agreement shall control. Terms used in an exhibit and also used in this Agreement shall have the same meaning in the exhibit as in this Agreement.

⦁ Applicable Law. This Agreement shall be governed by and interpreted in accordance with the laws of Nova Scotia, Canada, and the parties submit to the jurisdiction of any appropriate court within Nova Scotia, Canada for adjudication of disputes arising from this Agreement.

⦁ Modification. Except as otherwise provided, this Agreement shall not be modified except by written agreement signed on behalf of Customer and The CQ Event Agency by their respective authorized officers.

⦁ Exclusive Agreement. This Agreement supersedes all prior understandings, representations, negotiations and correspondence between the parties, constitutes the entire agreement between them with respect to the matters described, and shall not be modified or affected by any course of dealing, course of performance or usage of trade. No purchase order, invoice or similar document shall be construed to modify any of the terms of this Agreement, unless the document (a) is signed by both Parties and (b) expressly refers to this Section 19 and to all provisions of this Agreement that the Parties intend to modify.

⦁ Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired.

⦁ Waiver. The failure of either party at any time to require performance by the other of any provision of this Agreement shall in no way affect that party's right to enforce such provision, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision or any other provision.

⦁ Survival. The provisions of this Agreement which by their nature extend beyond the expiration or earlier termination of the Agreement will survive and remain in effect until all obligations are satisfied. Specifically, the obligations to indemnify shall survive this Agreement.

⦁ Further Assurances. Each party agrees that it will take such actions, provide such documents, do such things and provide such further assurances as may reasonably be requested by the other party during the Term of this Agreement.

⦁ This Agreement will be considered fully executed by Customer when agreed to digitally by Customer placing a mark in an indicated location on any of The CQ Event Agency’s websites, connected subdomains and/or brand domains and/or connected digital contract documenting services and by Customer paying in full or part for the product or service offered by The CQ Event Agency.

⦁ Notices. All notices, approvals, requests, consents and other communications given pursuant to this Agreement shall be in writing and shall be effective when received by email addressed as follows:

If to The CQ Event Agency: The CQ Event Agency

[email protected]

Attn: Administration & Support

If to Customer: Customer name on record with The CQ Event Agency

Customer email on record with The CQ Event Agency

Attn: Customer name on record with The CQ Event Agency

⦁ Validity of Agreement. This Agreement shall not be valid nor binding upon The CQ Event Agency unless it shall have been executed by an authorized signatory of The CQ Event Agency and approved by its Legal Department.

IN WITNESS WHEREOF, the parties have agreed to this Agreement on the date and time accepted by Customer and by Customer paying in full or part for the product or service offered by The CQ Event Agency.