The Matrix Coaching Membership Agreement

This Membership Agreement, hereinafter referred to as "Agreement," is entered into and  made effective as of 12/23/2024 by and between the following parties:

The Matrix Coaching LLC ("Organization"), a limited liability company, organized under the laws of the state of Utah.

and

Organization and Member may be referred to individually as "Party" and collectively as the "Parties."

The parties therefore agree as follows:

• Monthly Payment of $300 for teams- up to 10 members

• Membership access to all content from the series

• Access to Biweekly coaching calls with featured speakers

These rules are here so that we both can succeed long-term. By signing this document, you are agreeing to these rules: 

1. I understand and acknowledge that The Matrix Coaching and/or any coaching I may receive from The Matrix Coaching is intended only as a supplement, and not a substitute, to my personal efforts to grow my business. 

2. I understand and acknowledge that although The Matrix Coaching has helped clients scale their companies in the past, as a general matter, success with any course or coaching program depends on the unique circumstances and work put in by each individual student, and that as a result, The Matrix Coaching does not guarantee that I will achieve results similar to those achieved by other students, or any results at all, if I’m not willing to put in the work required. 

3. I understand and acknowledge that The Matrix Coaching will deliver the training included with The Matrix Coaching; however, they will not do the work for me. Accordingly, I understand that it is my sole and exclusive responsibility to take action, engage with the other members, and implement the principles taught in the program. I therefore promise to engage myself, make an effort to understand the information presented in The Matrix Coaching, and put in the work necessary to obtain the goals I have set for myself. 

4. I understand that The Matrix Coaching is not a perfect system and that The Matrix Coaching makes no guarantees that I will not encounter challenges in understanding or implementing the information in my business. Accordingly, I certify that if I encounter any challenge or difficulty implementing the methods and principles taught in The Matrix Coaching, I will bring the issue to The Matrix Coaching attention and will cooperate and work with The Matrix Coaching in an effort to help me overcome said challenges. 

5. I further promise that I will at all times conduct myself in an understanding and courteous manner with The Matrix Coaching and other business owners while receiving coaching from The Matrix Coaching.

1.1. Services. The Matrix Coaching agrees to provide Client the services described in Exhibit A (“Services”). Client acknowledges and understands that the in-person events and virtual events require an additional fee to attend depending on the level of program purchased. The financial education offered by The Matrix Coaching is not to be considered financial advice. 

1.2. Price. Client agrees to compensate The Matrix Coaching at the rates in accordance to the payment terms described on Exhibit A and subject to the cancellation and refund policy. 

1.3. Refund. In order to be considered for a possible refund, Client must attend 90% or more of the live trainings and in person events. If Client does this and Client deems the value of the program was not there, Client may receive a refund of 110% of the price paid for the membership Services. 

1.4. Taxes. All fees and expenses payable to The Matrix Coaching shall be inclusive of any sales, use, value-added or similar taxes, duties, imposts, customs, levies or other withholding (“Tax”). Any such Tax shall be paid by Client in addition to fees or expenses. 

1.5. Cancelation of an event: In the event you have paid for any event offered by The Matrix Coaching and then you are unable to attend for any reason, you understand and agree to the following: 

1.5.1 If you notify The Matrix Coaching of your cancellation for the monthly subscription in advance thirty days, your subscription cancellation will be fulfilled. 

1.5.2. If you notify The Matrix Coaching in writing 60 days prior to the event that you will not be attending that event, you may transfer 100% of your event ticket price to another Matrix Coaching event with a $250 transfer fee.

2.1. Term. This agreement shall commence on the Effective Date stated in the introductory clause and will be in effect for the duration selected and described on Exhibit A (“Term”) unless terminated as provided under this agreement. 

2.2. Client Obligations. Upon the end of the Term of this Agreement, Client: (i) shall immediately return, destroy and erase all Confidential Information (as defined in Section 3.1); (ii) shall no longer access the membership Services; and (iii) shall not circumvent any security mechanisms contained therein. 

2.3. Survival. In the event of termination or upon expiration of this agreement, sections 1.2, 3, 5, and 6 will survive and continue in full force and effect.

3.1. Confidentiality. Client acknowledges that The Matrix Coaching owns valuable trade secrets and other confidential information. Such information may include, without limitation, software code, routines, data, know-how, designs, inventions, manuals, documentation, curriculum, the Premium Content, and other tangible and intangible items (“Confidential Information”). 

3.2. Non-Disclosure. Client agrees that it will not, at any time during or after the term of this agreement, disclose any Confidential Information to any person, and that upon termination of this agreement, Client will return any Confidential Information belonging to The Matrix Coaching. 

3.3. Ownership. Client acknowledges that it is not obtaining any intellectual property rights from The Matrix Coaching under this Agreement. Client acknowledges that in the course of performing its obligations under this Agreement, The Matrix Coaching may create works of authorship (“Work Product”). The Matrix Coaching shall own all right, title, and interest in such Work Product, including all intellectual property rights therein and thereto. If any Work Product is delivered to Client pursuant to or in connection with the performance of a service (“Deliverable”), then The Matrix Coaching retains all right, title, and interest in such Deliverables. 

3.4. Membership Materials. Client agrees and acknowledges that Client is not obtaining any intellectual property right in or to any materials provided by The Matrix Coaching to Client in connection with the Services provided under this Agreement (“Membership Materials”), other than the rights of use specifically granted in this Agreement. Client will be entitled to keep and use all Membership Materials provided by The Matrix Coaching to Client, but without any other license to exercise any of the intellectual property rights therein, all of which are hereby strictly reserved to The Matrix Coaching. In particular and without limitation, Membership Materials may not be modified, translated, re-distributed, disclosed to third parties, lent, hired out, made available to the public, sold, offered for sale, shared, or transferred in any other way. During the term of this Agreement, Client may copy the Membership Materials for its internal use. All The Matrix Coaching trademarks, trade names, logos, and notices present on the Memberhsip Materials will be preserved. 

3.5. Client’s Materials. Client grants to The Matrix Coaching a non-exclusive, non-transferable, royalty-free license to use materials provided by Client to The Matrix Coaching during the term of this agreement solely for the purpose of performing services contained in this Agreement for Client. 

3.6. Injunctive Relief. Client acknowledges that any unauthorized disclosure or use of the Confidential Information would cause The Matrix Coaching imminent irreparable injury and that The Matrix Coaching shall be entitled to, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event the Client does not fulfill its obligations under this Section. 

3.7. Release to use name and likeness. Many photographs and videos are captured at the events as part of the membership Services to be used in the promotion of The Matrix Coaching products. Marketing materials including print brochures, promotional videos, social media sites, website or any other communications may be published, posted online or shared publicly with the intent to promote The Matrix Coaching products. Client irrevocably permits, authorizes, grants and licenses The Matrix Coaching and its affiliates, successors, and assigns the right to use my photograph, likeness, voice, and or quotes or excerpts of my written or verbally expressed words, my name or company name, and testimonial (individually or collectively referred to as “Likeness”) for any lawful purposes, including publicity, marketing, and promotion of The Matrix Coaching without restriction or limitation as to geography or time. Client waives any right to inspect or approve the product or material in which my Likeness may be used. Client agrees that The Matrix Coaching is and will be the sole and exclusive owner of all right, title, and interest in and to the above-referenced materials, including all copyrights and any other intellectual property rights therein. Further, Client releases and discharges The Matrix Coaching, its successors and assigns, its officers, employees and agents, and the members of the Board of Directors, from all claims and demands arising out of or about the use of such photographs, film or tape, including, but not limited to, any claims for defamation or invasion of privacy. 

3.8. Referral to Business Partners. Client acknowledges and agrees that The Matrix Coaching may share their contact information or make introductions to business partners that may provide services that the Client may wish to purchase. Client agrees that The Matrix Coaching will not be held responsible for any additional services that a Client may purchase from these referrals and The Matrix Coaching makes no representation or warranty of any kind of these services. Should the Client NOT want The Matrix Coaching to share their information with a business partner, the Client notify The Matrix Coaching in writing. 

4.1. Limited Warranty. With respect to any Membership Services provided under this Agreement, The Matrix Coaching warrants that such Membership Services will be performed by personnel that are highly successful in his/her filed and the membership Services performed will substantially conform to any applicable requirements set forth in Exhibit A. 

4.2. Remedies. In the event that any membership Services provided under this agreement fail to conform to the foregoing warranty in any material respect, the sole and exclusive remedy of Client will be for EGR to re-perform or replace the applicable membership Services. The foregoing warranty is expressly conditioned upon: 

4.2.1. Client providing The Matrix Coaching with written notice of any claim thereunder within three days of delivery of the affected services, which notice must identify with particularity the non-conformity; and 

4.2.2. Client’s full cooperation with The Matrix Coaching in all reasonable respects relating thereto.

 4.3. Service Interruption. Due to the nature of online, internet, and virtual communications, The Matrix Coaching does not warrant that the membership Services will be uninterrupted or entirely error-free. For example, due to service connectivity or internet connection difficulties, interruptions or downtime, the membership Services may, from time to time, be subject to delay, error or failure. Client hereby agrees and acknowledges that The Matrix Coaching shall not be liable for any damages related to any of the above issues or any other related issues.

4.4. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 4.1 OF THIS AGREEMENT, The Matrix Coaching DOES NOT MAKE OR GIVE ANY REPRESENTATION OR WARRANTY OR CONDITION OF ANY KIND, WHETHER SUCH REPRESENTATION, WARRANTY, OR CONDITION BE EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, TITLE, QUALITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY REPRESENTATION, WARRANTY, OR CONDITION FROM COURSE OF DEALING OR USAGE OF TRADE. The Matrix Coaching, ITS AFFILIATES, OWNERS, EMPLOYEES, MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE membership SERVICES, REGARDING, THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE membership SERVICES OR THAT THE membership SERVICES WILL MEET ANY OF CLIENT’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE membership SERVICES CONTENT IS AT CLIENT’S SOLE RISK, ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE membership SERVICES IS AT CLIENT’S OWN DISCRETION AND RISK. 

4.5. Limitation of Liability. UNDER NO CIRCUMSTANCE WILL The Matrix Coaching BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOST REVENUE, LOST PROFITS, LOSS OF INCOME, OR LOSS OF BUSINESS ADVANTAGE), WHETHER OR NOT FORESEEABLE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL The Matrix Coaching’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS OF LIABILITY WILL REMAIN IN FULL FORCE AND EFFECT, REGARDLESS OF WHETHER EITHER PARTY’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED THEIR ESSENTIAL PURPOSE. THE PROVISIONS OF THIS SECTION ALLOCATE RISKS UNDER THIS AGREEMENT BETWEEN CLIENT AND The Matrix Coaching AND THE FEES CHARGED FOR THE SERVICES REFLECT THIS ALLOCATION OF RISKS AND LIMITATION OF LIABILITY. 

4.6. Indemnity. TO THE FULLEST EXTENT PERMITTED BY LAW, CLIENT WILL RELEASE, INDEMNIFY, DEFEND, AND HOLD HARMLESS The Matrix Coaching, ITS OWNERS, SUBSIDIARIES, DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES, MANAGERS, MEMBERS, CONTRACTORS AND AGENTS FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, INCLUDING CLAIMS FOR WORK RELATED INJURIES MADE BY The Matrix Coaching’S PERSONNEL, ALLEGATIONS, COSTS, SUITS, ACTIONS, LIABILITIES, EXPENSES, DAMAGES, OR OTHER PROCEEDINGS, INCLUDING REASONABLE ATTORNEYS’ FEES, CAUSED BY, RELATING TO OR ARISING OUT OF The Matrix Coaching’S SOLE NEGLIGENCE, TORTIOUS ACT(S) OR OMISSION(S), OR FAILURE TO PERFORM ANY TERMS OR CONDITIONS OF THIS AGREEMENT, AND The Matrix Coaching’S PORTION OF THE JOINT NEGLIGENCE, TORTIOUS ACT(S) OR OMISSION(S) OF The Matrix Coaching AND CLIENT AS RESPECTS TO THE EXECUTION OF THE RESPONSIBILITIES CREATED BY THIS AGREEMENT. IN RELATION TO THE PROVISION OF membership SERVICES BY The Matrix Coaching UNDER THIS AGREEMENT, CLIENT AGREES TO RELEASE, INDEMNIFY, DEFEND, AND HOLD HARMLESS The Matrix Coaching FROM AND AGAINST ANY AND ALL ACTIONS, CLAIMS, COSTS (INCLUDING ATTORNEY FEES AND COURT COSTS), EXPENSES, FINES, LOSSES, DAMAGES, AND LIABILITIES ARISING OUT OF ANY ALLEGED OR ACTUAL IMPROPER USE OR MISAPPROPRIATION OF CONFIDENTIAL INFORMATION. 

4.7. No Professional Advice. Client acknowledges and agrees that the membership Services is not financial advice, therapy, counseling, mental healthcare, or treatment for substance abuse or any addictive behavior. The Matrix Coaching and The Matrix Coaching personnel are not functioning as licensed mental health professionals, therapists or counselors, and the membership Services are not intended as a replacement for counseling, psychiatric interventions, treatment for mental illness, recovery from past abuse, professional medical advice, financial assistance or advisors, legal counsel, or other professional services. 

4.8. Client Actions. Client is solely and fully responsible for creating and implementing his/her own physical, mental and emotional well-being, decisions, choices, actions and results arising out of or resulting from the membership Services and his/her calls and interactions with The Matrix Coaching and the its employees or agents. As such, the Client agrees that The Matrix Coaching, its owners, subsidiaries, directors, officers, partners, employees, managers, members, contractor and agents are not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of any membership Services provided herein. Client understands that the membership Services is not therapy and does not substitute for therapy if needed, and does not prevent, cure, or treat any mental disorder or medical disease. 

5.1. Governing Law. This agreement, the rights and obligations of the parties, and any claims or disputes relating to the agreement or the parties shall be governed by and construed in accordance with the laws of the State of Utah without regard to the conflicts of law provision therein. 

5.2. Venue. Any claim or controversy arising out of or relating to this agreement, or the breach thereof, shall have mandatory venue in Weber County, Utah.

5.3. Enforcement. In the event either party resorts to a lawsuit to enforce this agreement, each party shall be responsible for its own legal fees and costs in prosecuting or defending any such lawsuit. 

5.4. Force Majeure. Neither party shall be liable for any delay or failure to perform any contracted duty when such delay is caused by acts of God, war, strike, disaster, pandemics, governmental orders, or any similar cause beyond its commercially reasonable control. This provision shall not apply to Client’s obligation to pay any sums due under this Agreement, which shall continue unabated. 

5.5. Waiver. No delay or omission by either party to exercise any rights or remedy under this agreement will be construed to be either acquiescence or waiver of the ability to exercise any right or remedy in the future. 

5.6. Severability. The provisions of this agreement are wholly separable and severable. Should any provision of this agreement be made or determined invalid or otherwise unenforceable, in whole or in part, by any federal, state, or local government or agency or a court or other tribunal of competent jurisdiction, then such invalid or unenforceable provision shall be limited to the minimum extent necessary so that the provisions of this agreement shall otherwise remain in full force and effect. Such invalidity or unenforceability shall not affect the validity or enforceability of the remaining contractual provisions, which shall be interpreted and construed in such a manner as to carry out fully the intention of the parties. 

5.7. Assignment. Client shall not assign, sublicense or otherwise transfer all or part of the Confidential Information, grant others rights in all or part of the Confidential Information, or otherwise assign its rights or obligations under this agreement without the prior written consent of The Matrix Coaching. 

5.8. Publicity; Recordings. In consideration of the Academy Services provided hereunder, The Matrix Coaching may (a) identify Client in published lists of customers, (b) record and use the name, likeness, and other personal characteristics and information of Client, (c) record, film, capture, and photograph any discussions with Client; (d) use Client’s name, alias, likeness, appearance, voice, professional and personal biographical information, and all materials or media created by or on behalf of The Matrix Coaching that incorporate any of the foregoing; or (e) describe Client’s successful completion of The Matrix Coaching’s academy in published articles, materials, and/or media.

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5.9. Amendment. No amendment, modification, discharge, or waiver of this agreement, including any exhibits, shall be valid or binding unless set forth in writing and duly executed by the parties. 

5.10. Construction. The headings in this agreement are only for reference and convenience only and are not intended to affect the construction or interpretation of this agreement. Use of the masculine, feminine or neuter of any word in this agreement shall be deemed to include the others, and the use of the singular or plural shall also include the others. Also unless the context clearly indicates to the contrary, (a)the plural includes the singular and the singular includes the plural; (b) “and” and “or” are each used both conjunctively and disjunctively; (c) “any,” “all,” “each,” or “every” means “any and all” and “each and every,” (d) “includes” and “including” are each “without limitation,” and (e) “herein,” “hereof,” “hereunder” and other similar compounds of the word “here” refer to this entire agreement and not to any particular paragraph, subparagraph, section or subsection. 

5.11. Multiple Originals. This agreement may be executed in one or more original counterparts, all of which shall have the same force and effect. A copy transmitted by email attachment or facsimile shall also have the same force and effect as an original. 

5.12. Entire Agreement. This agreement constitutes the entire understanding between the parties with respect to the subject matter of this agreement and supersedes all other agreements, whether written or oral, between the parties as to this subject matter. 

At the end of the initial Term, unless the Client cancels the Matrix Coaching Services at least 30 days prior to the end of the initial Term or any Automatic Renewal Term (as defined herein), this Agreement will automatically renew with the same terms and conditions for an additional term of one month (“Automatic Renewal Term”). The Matrix Coaching will send the Client a receipt after processing each payment. If the Client wants to cancel, the Client must notify The Matrix Coaching in writing by email 30 days prior to the end of the Term or Automatic Renewal Term. The Client understands this Agreement will not terminate unless the Client or The Matrix Coaching terminates this Agreement in writing.