This SERVICE AGREEMENT is between student, participant of this  course, herein referred to as “Client” and The Ardent Factory, LLC, herein referred to as the “Consultant”. 

The Client is of the opinion that the Consultant has the necessary qualifications, experience and abilities to provide salon and spa management consulting services and courses to the Client.

The Consultant is agreeable to providing such salon and spa management consulting to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Consultant(individually the "Party" and collectively the "Parties" to this Agreement) agree as follows: 

1. Term of Agreement

The term of this Agreement (the "Term") will begin on the date of payment and will remain in full force and effect until payment is complete.   

2. Compensation

Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).

The fee of course is  NON REFUNDABLE. Client agrees to pay a payments of $2,000 or payment plan equal to $2,200 USD to The Ardent Factory LLC upon receipt of invoices and or at point of purchase, from The Ardent Factory company website. Non-payment will discontinue access not limited to this course, community , memberships, templates, videos, workbooks. 

3. Termination

The Consultant will be entitled to the compensation for all services including courses, group consulting, one-on-one calls, etc. provided by Consultant through the effective date of termination, thereafter all obligations of the Client shall terminate. See #16 cure period. 

4.Ownership of Materials

The Ardent Factory shall retain the creative rights to all original materials, data and similar items, produced by the Consultant hereunder in connection with the Services under this agreement. All services and software used by the Consultant shall at all times be the sole property of The Ardent Factory and under no circumstances shall Client have any interest in or rights to the title to such materials, or software. Client acknowledges that The Ardent Factory may use and modify existing materials for Client’s benefit and that Client holds no rights to such materials. 

  1. Except as provided elsewhere in this Agreement, all information disclosed by one Party to the other Party, shall be deemed to be confidential and proprietary (“Proprietary Information”). Such Proprietary Information includes, without limitation, information regarding marketing, sales programs, sales volume, sales conversion rates, sales methods and processes, sales proposals, products, services, vendors, customer lists, training manuals, sales scripts, telemarketing scripts, names of investors, and customer information, operating procedures, pricing policies, strategic plans, intellectual property, information about a Party’s employees and other confidential or Proprietary Information belonging to or related to a Party’s affairs. The Parties, their employees, subsidiaries, affiliates, agents, and assigns agree to hold all Proprietary Information, regardless of when or how disclosed, in strict confidence and with not less than the same degree of care that they provide for their own confidential and proprietary information. The Parties warrant and represent that the degree of care contemplated herein is adequate and the Parties will take any and all steps reasonably necessary to preserve such Proprietary Information.
  2. Nothing in this Agreement shall prohibit or limit the receiving Party’s use or disclosure of information that can be demonstrated as: (a) previously known to the receiving Party, (b) independently developed by the receiving Party, (c) acquired from a third party not under similar nondisclosure obligations to the disclosing Party, or (d) acquired through the public domain through no breach by the receiving Party of this Agreement.
  3. License. Client grants The Ardent Factory a limited, nontransferable, nonexclusive license to copy, use, store, set up, publicly display, publicly perform and transmit any trade names, trademarks, service marks, copyrights, content, text, images, software, functionality, page and other design and layout, media and other materials therein and solely in connection with provisions of Services in accordance with this. Other than as specifically provided herein, the Parties, their employees, subsidiaries, affiliates, agents and assigns, shall make no disclosure of any Proprietary Information without the express written consent of the other Party. In addition, neither Party shall use the Proprietary Information for any purpose other than purposes related to their business relationship as laid out in this Agreement. In the event that the receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Proprietary Information, the receiving Party understands that the disclosing Party may desire to seek an appropriate protective order or take steps to protect the confidentiality of such Proprietary Information. Consequently, the receiving Party agrees that it will provide the disclosing Party with prompt notice of such request(s).
  4. Portfolio Release. Client agrees that The Ardent Factory has the right to use materials created pursuant to this Agreement for The Ardent Factory portfolio, samples, self-promotion including advertising for The Ardent Factory business including without limitation Facebook or Instagram, or any other social media platform. In the event Client wishes to exclude some specific materials from the release under this paragraph, or to limit the time period of such release, The Ardent Factory and Client may agree in writing to such limitation.

5. Independent Consultant

In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent Consultant and not as an employee. The Consultant and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Consultant during the Term. The Consultant is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Consultant under this Agreement. 

6. Additional Services

All services outside the scope of this Agreement that are requested by the Client and which the Consultant agrees to perform will be billed at a rate TBD. Client will be notified and must approve in writing (email is sufficient) additional services before they will be performed, although the Consultant may not necessarily be able to inform Client in advance of the total cost of such additional services. Client will also be given opportunity to purchase additional services and courses at package rates, when deemed appropriate by the Consultant. 

Any modifications or amendments to this Agreement will be binding if evidenced and agreed upon in writing signed by each party. 

7. Notice 

If notice is to be provided to Consultant notice shall be sent to: [email protected]

All notices or demands require or permitted by the terms of this Agreement will be given in writing. The Consultant request the following: 

 

7. Indemnification

Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, the Client agrees to indemnify and hold harmless the Consultant and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the Client, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

8. Limited Liability

The Consultant shall not be liable for any incidental, consequential, indirect or special damages, or for any loss of profits or business interruptions caused or alleged to have been caused by the performance or nonperformance of the Services. Client agrees that, in the event The Consultant is determined to be liable for any such loss, Client's sole remedy against The Consultant is limited to a refund of payments made by Client for said Services, less expenses paid to Consultants or to third parties. The Consultant is not responsible for errors which result from faulty or incomplete information supplied to The Consultant by Client. Client also agrees to not seek damages in excess of the contractually agreed upon limitations directly or indirectly through suits by or against other parties. The Consultant shall not be liable to Client for any costs, damages or delays due to causes beyond its control, expressly including without limitation, unknown site characteristics; changes in policies, changes in terms of services.

9. No Guarantee 

The Consultant does not warrant or guarantee any specific level of performance or results. Example of results obtained for other Client of The Consultant may be used as a marketing tool and shown to Client for demonstrative purposes only and should not be construed by Client as indicating any promised results or level of results. 

10. Entire Agreement

It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement. 

11. Governed Law

This Agreement and all suits and special proceedings under this Agreement shall be construed in accordance with and governed by the laws of The District of Columbia, and all claims and disputes arising under this agreement will be adjudicated solely in the state and federal courts located in the District of Columbia. 

12. Severability

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

13. Cure Period 

In the event of an alleged breech the opposing party will have the opportunity to cure the alleged breech with in 30 days. If after 30days [Cure Period] has lapse the agreement may then be terminated.   

14. Waiver

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.