Josie Lewis Coaching Membership Purchase Terms and Conditions

Effective date: October 30th, 2022

Previous Revision Date: April 21st, 2023

Current Revision Date:  March 18th, 2024

 

This Membership Subscription Agreement (“Agreement”) is made and entered into by the undersigned member (the “Member”) with Josie Lewis Art LLC (“Josie Lewis”) as of the date executed by the Member. Each of Member and Josie Lewis may be referred to individually as, a “Party” or collectively as, the “Parties”. For good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties agree as follows:

1. GENERAL TERMS

1.1 Scope of Agreement. Josie Lewis provides a variety of teaching, training, and coaching services that provide artists with practical skills to improve their art and ability to make, show, sell or commercialize the same. Member wishes to enter into this Agreement with Josie Lewis to utilize Josie Lewis’s Services and Intellectual Property as part of a Membership in one of Josie Lewis’ Coaching programs (example: ARC or AHA), upon the terms and conditions set forth in this Agreement.

1.2 Definitions. When used herein, the following terms shall have the meanings ascribed to them below:

a. “Intellectual Property” means all works, inventions, or other creations of Josie Lewis, whether tangible or intangible, to which Member has been or will be provided access by Josie Lewis under this Agreement, including, specifically, all videos, techniques, training, live-calls, webinars, templates, samples, and other audio, video, and images created by or on behalf of Josie Lewis in connection with the Memberships, which are or may be subject to patent, trade secret, copyright, trademark, or other intellectual property protection.

b. “Josie Lewis” – means Josie Lewis Art LLC, a Minnesota limited liability company.

c. “Member” – means the person, entity, or company listed in the preamble above, that has subscribed to Membership with Josie Lewis in connection with the Services hereunder.

d. “Membership”– means a subscription to one or more of Josie Lewis’ ARC Monthly Memberships, ARC Yearly Membership, ARC Lifetime VIP, AHA Monthly Membership, AHA Yearly Membership or such other membership programs as may be implemented, modified, or replaced by Josie Lewis from time-to-time. Each Membership provides different Services, Intellectual Property, and benefits, which are further set forth on the specific Membership page on the Site. Memberships are not tailored to any individual Member or art medium, and the Intellectual Property is created to applicable for most skill and experience levels; provided, however, Memberships are best suited to artists with at least on year of experience creating art.

e. “Services” – means the services Josie Lewis agrees to provide in this Agreement under a specific Membership, which may include live calls, webinars, digital training courses and modules, a private membership community and group pages, message boards, and social media access, access to other Members, private coaching, meetings, Q&A sessions, and access to stream historic content through the Site.

f. “Site” – means www.josielewis.com, www.create.josielewis.com, or any other website, domain name, social media account, or webpage, owned, operated, or utilized by Josie Lewis in connection with the Services and Membership hereunder.

g. “Terms of Use” – means the Josie Lewis’ Site Terms of Use located at https://www.josielewis.com/terms-1

h. “Trademarks” – means all of Josie Lewis’s trademarks, service marks, tradenames, trade dress, and any other related rights in and to the names, logos, branding, or other Intellectual Property utilized by Josie Lewis to market the Services, including, but not limited to, any common-law or registered trademark in or to Josie Lewis, Josie Lewis Art, and all variations and derivations thereof.

i. Additional terms will have the meanings given to them in the body of this Agreement based on the context in which they’re used.

1.3 Incorporation of Terms. The terms and provisions contained in this Agreement shall apply to all Memberships and Services supplied by Josie Lewis to Member under any Membership by the Member during the term of this Agreement, whether or not this Agreement is expressly referenced in connection with such Membership; provided, however, each Member shall be deemed to have accepted this Agreement by proceeding to purchase any Membership. In the event of any ambiguity or conflict between this Agreement and any other document, the terms and provisions of the document last executed by Josie Lewis shall govern.

2. SUBSCRIPTION TERMS

2.1 Services, Term, and Renewal. Provided Member is not in default, Josie Lewis will provide Member with access to use the Services and Intellectual Property Member has purchased, licensed, or agreed to purchase or agreed to license, as part of any Membership for the duration of the Subscription Term. The “Subscription Term” will be the period during which Member has an account with, and License from Josie Lewis entitling Member to access Josie Lewis’s Intellectual Property and/or Services as part of the relevant Membership. Once a Member purchases a subscription to a specific Membership level, the Member may upgrade Membership levels; provided, however, no credits or prorations will be applied for any prior Membership in connection with any upgrade.

2.2 Additional Services and Performance. Josie Lewis may provide Member with features, services, or software, in addition to that Intellectual Property and/or those Services otherwise purchased, licensed, or agreed to be purchased or licensed as part of a specific Membership, in Josie Lewis’s sole discretion, to better utilize the Intellectual Property and Services hereunder. Josie Lewis reserves the right to provide some or all of the Intellectual Property and/or Services through third-party service providers.

2.3 Additional Feature Requests. Member may upgrade or subscribe to additional features to the Membership or Services by making an additional purchase with Josie Lewis or by activating the additional features from within Member’s account, if this option is made available by Josie Lewis. This Agreement will apply to all additional Memberships, agreements, or any additional features that Member may activate from within its account. Unless otherwise agreed, all such upgrades and additional features will be subject to Josie Lewis’s then-prevailing rates for the same.

3. FEES AND ADDITIONAL SERVICES

3.1 Membership Fees. The Membership fees for each level of Membership (“Membership Fees”), including the timing of payment for the same, are provided on the Site and may be subject to change with at least 10 days’ prior notice to the renewal of any Subscription Term.

3.2 Suspension for Non-Payment. Without prejudice to any other rights or remedies provided in this Agreement, in the event Member fails or refuses to pay any amount due to Josie Lewis hereunder when due, Josie Lewis may, at its sole discretion, suspend its performance under this Agreement, including any of Member’s rights to the Membership, Intellectual Property, or Services, unless or until such unpaid balance is resolved to Josie Lewis’s satisfaction.

3.3 Professional Service Purchases and Terms. In addition to the Membership and its related Services, Member may purchase other professional and consulting Services from Josie Lewis if the same are offered or otherwise made available by Josie Lewis. All Services will be described on a Membership page and/or in a subsequent agreement. Once accepted by Josie Lewis, the terms of the Membership and/or subsequent agreement will be incorporated into, and made a part of, this Agreement. In the event of any conflict, the terms of the document last executed and accepted by Josie Lewis shall govern.

3.4 Fees for Services. If Member elects to purchase recurring Services, Member agrees to pay for such Services (“Service Fees”) in addition to any Membership Fees above. Recurring Services, Memberships, and all Services Fees and Membership Fees will renew automatically unless or until terminated as provided herein. If the Services are for a designated number of hours, any unused hours will expire as indicated in the applicable purchase order.

3.5 Cancellation. In the event this Agreement and the Membership or Services performed hereunder are terminated, and except as otherwise provided herein, all Membership Fees are non-refundable. Notwithstanding the foregoing, a Member may request cancellation and obtain a full refund within 7 calendar days from entering into this Agreement or start of the initial Subscription Term for a level of Membership (this does not include any renewals or extension of an existing Membership level) (the “Commencement Date”). Refund requests must be made in writing to: [email protected]; and a full refund will be provided upon Josie Lewis’ review of the request, within 30 calendar days. Josie Lewis shall have no obligation to return or refund any Membership Fees for cancellation requests made more than 7 calendar days from the Commencement Date. Further, no Member shall be entitled to a refund in the event Josie Lewis terminates this Agreement or otherwise cancels any Membership.

3.6 Scheduling. All live Services will be scheduled by Josie Lewis in its sole discretion. It is Member’s responsibility to attend such event to obtain the full benefit of the Services. Josie Lewis will provide dates, times, and unique login details through the relevant Member Events Calendar, located on the Site. While Josie Lewis will endeavor to record or make any live events accessible for replay, Josie Lewis makes no guarantee, representation, or warranty that the same will be available for any period of time. If any live event must be postponed or re-scheduled, Josie Lewis will provide notice of the same as soon as reasonably practical.

3.7 Technical Support. In the event of any issues accessing the Services or Intellectual Property, members may contact [email protected] and including “tech” in the subject line of the email, and Josie Lewis will attempt to respond within two business days. Josie Lewis undertake commercially reasonable efforts to provide fixes, workarounds, or other reasonable solutions to remedy Member’s reproducible errors and bugs that are reported to Josie Lewis and cause a “Material Malfunction”. A “Material Malfunction” means the substantial failure of any Intellectual Property to function for its intended use. Josie Lewis’s support obligations do not include fixes of errors that arise: (i) out of the Member’s acts or omissions; (ii) the acts or omissions of persons other than Josie Lewis; (ii) from products, computer programs, or stored procedures not furnished by Josie Lewis; or (iii) any other violation of this Agreement by Member, in which case the Member shall be solely responsible for the same.

4. MEMBER REQUIREMENTS

4.1 Acceptable Use. Member agrees not to use, or allow a third party to use, directly or indirectly, Josie Lewis’s Intellectual Property or Services for or in the pursuit of any illegal purpose, including, but not limited to, money laundering, harassment, fraudulent advertising, hacking, spamming, unsolicited advertising, trademark, copyright, or any other intellectual property infringement or misappropriation. Member agrees not to make or allow any attempt to disrupt or attack the Josie Lewis system or Services, and Josie Lewis reserves the right to seek damages or legal recourse against Member in the event Member or any third-party attempts to abuse, attack, or hack the systems, servers, Intellectual Property, or Services.

4.2 Terms of Use. Member acknowledges and agrees that use of the Intellectual Property and Services is subject to Josie Lewis’s Terms of Use, the terms of which are incorporated herein by reference, as may be amended from time-to-time in Josie Lewis’s sole discretion.

4.3 Prohibited Conduct. Without limiting anything to the contrary contained herein, except as otherwise agreed to by Josie Lewis in writing, Member shall not:

a. access the Membership and any Intellectual Property or Services if Member sells or develops competitive products or services or for any competitive purpose;

b. allow use of the Services for the benefit of anyone other than Member;

c. offer, sell, sublicense, or otherwise provide use of the Services for anyone other than Member;

d. post content or data that infringes on anyone’s rights (including Intellectual Property or privacy rights) or is libelous, obscene, or otherwise unlawful;

e. post any content or data that contains malicious code;

f. solicit, contact, entice, or target any other member for any commercial purpose, whether competing with Josie Lewis or otherwise;

g. attempt to gain access to anyone else’s data; or

h. copy or reproduce any part of the Intellectual Property or Services for any purpose not otherwise authorized herein, including to build a competitive product or offer competitive services.

4.4 Member Responsibilities. Member is responsible for, and agrees to hold Josie Lewis harmless from and against, any claim, damage, loss, or liability, arising out of or related to Member’s breach or other failure to ensure compliance with the requirements herein.

5. PRIVACY AND CONFIDENTIAL OR PROPRIETARY INFORMATION

5.1 Privacy. Member personal data is subject to the terms of Josie Lewis’ Privacy Policy, which can be found at https://www.josielewis.com/terms-1. By providing personal data, Member agrees to the terms of the Privacy Policy.

5.2 Confidential or Proprietary Information. During the course of the Membership, Member may have access to confidential information, including information about other members. Josie Lewis and the Member agree not to disclose any of each other’s proprietary, confidential, trade secret, or otherwise competitively sensitive information, as well as any confidential or proprietary information of any other member, to any person not authorized to receive it. A person will be “authorized to receive” if the information is necessary for such person to perform its duties or obligations (or interpret the same) under this Agreement. Without limiting the foregoing, Member shall treat all Josie Lewis Intellectual Property as confidential and proprietary to Josie Lewis, and shall protect such information in the same manner that it protects the confidentiality of its own confidential proprietary information. Member agrees that all Intellectual Property of Josie Lewis, unless publicly available, shall be proprietary and confidential hereunder. These obligations shall survive the termination of a Member’s Membership hereunder or this Agreement.

5.3 Modifications. The Parties acknowledge and agree that nothing herein shall be construed as, or otherwise create any “work-for-hire” or similar relationship. In the event that Member asks for, and Josie Lewis produces, any new feature or modification in the Software or otherwise applicable in connection with the Services, Member agrees that Josie Lewis, and not Member, shall have all right title and interest in and to the same, and Member expressly disclaims any right to such feature independent of its rights to use the same in connection with the Software and as part of the Services under this Agreement.

5.4 Recording. Member acknowledges and agrees that some of the training sessions that may constitute Intellectual Property hereunder are subject to recording, which may include the capture of the Member’s name, image, voice, or likeness. While the recordings will only be made available to other members in a Membership, Member acknowledges and agrees that any information shared or disclosed therein may be made available to other members. In the event Member does not wish to be recorded, Member alone is responsible for during its camera off, muting its microphone, and/or otherwise changing its name to “Attendee” and listing its initials. Except upon the foregoing, Member hereby authorizes, consents, and grants permission to Josie Lewis to take and produce, or cause to be taken or produced, photos, video, audio, web streams, social media posts, or other types of media productions or recordings of any type that may capture Member, including the use of Attendee’s name, voice, image, or likeness (collectively, the “Materials”). Member authorizes and grants Josie Lewis the perpetual, irrevocable, royalty-free, and unrestricted right and license to record, use, reuse, sell, copy, edit, modify, publish, perform, display, exhibit, reproduce, license, distribute, and create derivative works from the Materials, or any part thereof, in any manner or media, physical, electronic, or otherwise, now-existing or hereafter developed, for educational, marketing, promotional, and any other lawful purpose(s), each as determined in Josie Lewis’ discretion. Member further waives any right to inspect or approve any such, and hereby releases Josie Lewis from any and all claims arising out of or otherwise related to the Materials, including, but not limited to, any right to payment, royalties, or monetization arising out of or related to the Materials, invasion of privacy, infringement of copyright, right of publicity, or any other claim or right related to the Materials.

6. TERMINATION

6.1 Termination, Generally. Unless otherwise provided in a Membership, the Parties may only terminate this Agreement as provided in this Article 6.

6.2 Termination of Recurring Services for Convenience. Each recurring Subscription Term will automatically renew unless terminated by providing written notice of non-renewal and termination to the other Party not less than five(5) days before the end of the then-current Subscription Term (usually the last day of the month, unless otherwise provided in a Membership).

6.3 Termination for Cause. Either Party may terminate this Agreement for cause, as to any Membership or all Services immediately: (i) upon written notice to the other Party of a material breach, if such breach is capable of cure and remains uncured at the expiration of thirty (30) days; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. Josie Lewis may also terminate this Agreement by providing written notice to Member upon the earlier of the end of the then-current Subscription Term or thirty (30) days, if it determines, in its sole discretion, that Member (including any person affiliated with Member) is acting or has acted in a manner that may reflect negatively upon Josie Lewis, its business, prospects, or any other Member with whom it works. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.

7. INDEMNIFICATION, LIMITATION OF LIABILITY, WARRANTY, AND DISCLAIMER

7.1 Disclaimer. In no event shall Josie Lewis, its managers, officers, employees, or any affiliated party be liable to the Member for damages resulting from the actions or inactions of Member or any third party. Josie Lewis makes no guarantees or claims as to the success of any Member. Each Member is unique and the Member’s abilities are unique to them. Josie Lewis aims to provide each Member with access to learning material, support, and inspiration to assist a Member with the Member’s own activities towards making, showing, or selling artwork. All Services and Intellectual Property provided will be general information and guidance and will not be bespoke, or customized advice to any Member. Josie Lewis is not responsible for, and expressly disclaims, any action or inaction which you take as a result of the Intellectual Property or Services provided within a Membership. Josie Lewis expressly disclaims any liability or responsibility for any loss of opportunity or any investments which you make. The Services hereunder do not and shall not constitute medical, legal, tax, or financial advise. Each Member is responsible for respecting the rights of others, both in their behavior and expectations of privacy. Josie Lewis is not responsible for the action of any members, including for any disclosures made by any members based on information which has been shared within the Membership. While Josie Lewis assumes no obligation to monitor the Member’s behavior with respect to compliance with this Agreement, Member agrees and understands that Josie Lewis may monitor Member’s usage and behavior relating to the Membership, Services, and this Agreement in Josie Lewis’s sole discretion. The Member agrees and understands that Josie Lewis reserves the right to immediately, without notice, refuse, suspend or terminate the Member’s current and future services if Josie Lewis reasonably believes that the Member is in violation of any of any of the requirements contained herein.

7.2 Limitation of Liability. EXCEPT AS EXPRESSLY PROVIDED HEREIN, JOSIE LEWIS MAKES NO OTHER WARRANTIES OR REPRESENTATIONS AS TO THE SERVICES RENDERED OR PRODUCTS AND INTELLECTUAL PROPERTY OFFERED, AND HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. JOSIE LEWIS FURTHER DISCLAIMS ANY WARRANTY THAT THE SERVICES WILL RESOLVE ANY PROBLEM OR PROVIDE ANY SPECIFIC RESULT. IN NO EVENT SHALL JOSIE LEWIS BE LIABLE TO MEMBER FOR ANY AMOUNT IN EXCESS OF THE FEES ACTUALLY PAID BY MEMBER TO JOSIE LEWIS FOR SERVICES PROVIDED IN THE IMMEDIATELY PRECEDING SIX MONTHS. IN NO EVENT SHALL JOSIE LEWIS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT, INDEMNITY, OR OTHERWISE, EVEN IF JOSIE LEWIS HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3 Indemnification. Member shall defend and indemnify Josie Lewis, including any of its parent, subsidiaries, or affiliates, as well as each of their owners, shareholders, members, officers, directors, governors, managers, employees, agents, representatives, and affiliates against any third party claim, suit or proceeding arising out of or related to Member’s alleged or actual use of, misuse of, or failure to use the Intellectual Property and/or Services, including, but not limited to, any breach or non-fulfillment of Member’s obligations under this Agreement.

8. MISCELLANEOUS

8.1 Authority. Member acknowledges and agrees that it is required to enter into this Agreement or otherwise receive the benefit of any Josie Lewis product or service, including, but not limited to, the Membership and Services hereunder. This Agreement shall remain in full force and effect unless or until otherwise terminated as provided herein. By executing this Agreement, Member represents and warrants that it has the requisite power and authority to enter into this Agreement and agrees to perform and otherwise be bound by all of its obligations hereunder.

8.2 Force Majeure. In no event will Josie Lewis be held liable to Member for any breach, default, or delay in performance of any obligation occasioned by occurrences or contingencies beyond Josie Lewis’s reasonably control, including, but not limited to, acts of God, fire, flood, weather, strike or lockout, labor disputes, civil commotion, war, embargo, public health crisis, pandemic, epidemic, government demand, civil unrest, act of terrorism, invasion, or such other event beyond Josie Lewis’s reasonable control (each, a “Force Majeure Event”). In such event, however, Josie Lewis will undertake commercially reasonable efforts to resume performance as soon as practical upon the termination of such Force Majeure Event.

8.3 Entire Agreement. This Agreement and the documents, exhibits, and schedules addressed herein and incorporated herein by reference contains the entire understanding between Josie Lewis and Member with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understands, inducements, or conditions, express or implied, oral or written, except as herein contained. The express terms hereof control and supersedes any course of performance or usage of trade inconsistent with any of the terms hereof. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Parties agree that neither has relied upon any such prior or contemporaneous communications.

8.4 Governing Law. This Agreement shall be construed in accordance with, and all actions arising under or in connection therewith shall be governed by, the internal laws of the State of Minnesota, without regard to principles relating to conflicts of law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota and federal laws of the United States of America. The parties hereby consent and submit to the jurisdiction and forum of the state and federal courts in the State of Minnesota in all questions and controversies arising out of this Agreement.

8.5 Assignment. This Agreement will be binding and inure to the benefit of the Parties’ respective successors and assigns. Member may assign this Agreement or any right or duty hereunder, without Josie Lewis’s prior written consent. Nothing herein shall prohibit or otherwise restrict Josie Lewis from assigning all or a portion of this Agreement, in its sole discretion.

8.6 Relationship of the Parties. The Parties mutually confirm that they enter this Agreement as principals, and that no agency relationship is intended, and neither Party shall have the authority to act on behalf of or bind the other Party in any way. The Parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, fiduciary, or any other relationship between the parties.

8.7 Collection Costs and Attorney’s Fees. In the event this Agreement or any related documents are placed in the hands of an attorney or agency for collection or enforcement (including but not limited to arbitration, mediation, and/or appeal) Member shall pay Josie Lewis’s attorneys’ fees, costs, and expenses actually incurred in connection therewith, together with prejudgment interest owed, to the fullest extent permitted by applicable law, whether or not suit is filed.

8.8 No Waiver. Josie Lewis shall not be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No breach of this Agreement will constitute a waiver of any other breach of this Agreement by Josie Lewis.

8.9 Amendment. This Agreement may not be modified except by written agreement signed by the Parties’ authorized representatives.

8.10 Compliance with Laws. Both Parties shall perform under this Agreement in compliance with all applicable laws. Without limiting the foregoing, the Parties shall maintain the security and privacy of all patient information exchanged in the performance of the Services in compliance with applicable laws and regulations.

8.11 Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected thereby.

8.12 Execution in Counterparts. This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single instrument.

By purchase of a membership the terms are ACCEPTED AND AGREED by the member.