LuxHomePro Mastermind Participation Agreement

This LuxHomePro Mastermind Participation Agreement (“Agreement”) is entered into by and between Lux Vacation Rentals, LLC dba LuxHomePro LLC, an Arizona limited liability company with its principal office located at 31938 Temecula Parkway, Suite A363, Temecula, CA 92592, hereafter known as (“Company”), and the LuxHomePro Mastermind participant identified on the Term Sheet attached hereto hereafter known as (“Participant”). Company and Participant are each referred to herein as a Party and collectively as the Parties.

WHEREAS, the Parties hereto desire to enter into a business relationship whereby the Company has agreed to provide certain training and coaching services to assist Participant in creating or operating a business in the vacation rental industry, in exchange for the payment(s) described herein to be made by Participant to Company; and

WHEREAS, the Parties hereto desire to memorialize the services to be provided to the Participant and the payment(s) for said services to be made to the Company; and

WHEREAS, the Parties hereto desire to establish terms governing the use and protection of certain information which Company may disclose to Participant for purposes of training Participant to develop a vacation rental business;

NOW, THEREFORE, in consideration of the foregoing, and in reliance on the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

I. Participation in Mastermind Program

A.  By executing the Term Sheet, Participant requested, and Company approved, Participant’s enrollment in the Mastermind Program identified on the Term Sheet (“Mastermind Program”), pursuant to the terms and conditions set forth in this Agreement.

B. Participant’s enrollment in the Mastermind Program becomes effective upon the Parties’ mutual execution of the Term Sheet and Participant’s payment to Company of the deposit amount set forth on the Term Sheet (“Effective Date”).

C. Participant shall remain enrolled in the Mastermind Program from the Effective Date, unless and until this Agreement is terminated by either Party pursuant Section VIII, below.

D. Participant must pay any additional fees set forth on the Term Sheet when they become due. Any fees payable on a monthly basis shall be due on the first business day of the month. Participant’s failure to pay any fees when due to Company shall constitute a material breach of this Agreement, for which Company may suspend or terminate Participant’s enrollment in the Mastermind Program, in addition to any other remedies available to it in law or equity.

II. Company’s Obligations

A.  Company will provide the services corresponding to the Mastermind Program selected by Participant, as identified on the Term Sheet (the “Services”), including online access to private coaching, templates, forms, and digitally recorded materials in accordance with the Mastermind Program selected.

B. Company agrees to provide Services in a timely and professional manner, utilizing qualified trainers and software systems. Company will use commercially reasonable efforts to assist Participant in completing the training programs made available by Company and completing any tasks required in connection with those programs.

III. Participant’s Obligations

A.  Participant agrees to attend live presentations, review recorded presentations, read and study written materials, complete any “homework” given, and otherwise participate in the training Company makes available to the best of Participant’s ability.

B. Participant must promptly communicate to Company any concerns regarding the Services, including any difficulties in accessing the software systems provided by Company to enable Company to remedy such concerns.

C. Participant acknowledges that the Services and any software or materials provided to Participant by Company are for educational purposes only. Participant should not use any templates or other materials provided by Company in connection with the Services as binding legal agreements without having them reviewed for such use by independent counsel.

D. To the extent that Participant seeks to enter into any understandings with Company, during the term of this Agreement or otherwise, to assist in the selection, lease, acquisition, or management of any property for use as a vacation rental, Participant acknowledges that it will require a separate written agreement with Company and that any such arrangements are outside of the scope of this Agreement. Nothing in this Agreement is intended to or does create an obligation on either Party to enter into any additional agreements regarding the selection, lease, acquisition, or management of any property for use as a vacation rental. This Agreement is solely for the provision of Services by the Company for educational purposes.

IV.  Proprietary Rights

A. Participant acknowledges that Company owns all right, title, and interest in and to the Services and any software or training materials it provides to Participant. Pursuant to this Agreement, Company is providing the Services and providing Participant access to software and materials for the limited purpose of educating Participant regarding creating or operating a business in the vacation rental industry. Company grants Participant a non-exclusive limited license to use the Services and related software and training materials during the term of this Agreement for that purpose, but not to copy, sell, or otherwise distribute them in any way. Participant does not otherwise gain any rights in the Services, software, or materials.

B. Participant acknowledges that Company owns all right, title, and interest in and to the LuxHomePro trademark, any associated brands, and all the goodwill associated therewith (the “Brand”). Participant may not use the Brand for any purpose other than the promotion of Company or the Services.

V. Confidential Information

A. In the course of providing the Services, Company may disclose sensitive information to Participant, either orally or in writing, that Company deems confidential. For purposes of this Agreement, such “Confidential Information” includes business plans, financial reports, compilations of information regarding properties, and other similar types of information that Company does not publicly disclose or that Participant should reasonably understand from the circumstances should not be disclosed to third parties. Any documents Company stamps or marks as “Confidential” shall also be considered Confidential Information. Confidential Information does not include any information which: (i) was in Participant’s possession prior to disclosure; (ii) is or becomes public through no fault of Participant; (iii) Participant rightfully received from a third party without any confidentiality obligation; (iv) was independently developed by Participant; or (v) Company approves for release in writing

B. Participant may use Confidential Information only for the purpose of participating in the Mastermind Program. For a period of five (5) years from the Effective Date, Participant may not disclose or reveal Confidential Information to any third parties without Company’s express written consent. Participant shall protect Confidential Information from disclosure using no less than a reasonable degree of care. Nothing in this Agreement prohibits Participant from disclosing Confidential Information if compelled to do so by valid legal process, but Participant shall give Company sufficient notice to formally object prior to disclosure. Participant may also disclose Confidential Information (i) to government officials or counsel solely for the purpose of investigating a suspected violation of law or (ii) in a document filed under seal in a legal proceeding.

C.  Confidential Information shall be and remain the property of Company. All such information in tangible form shall be returned to Company promptly upon written request and shall not thereafter be retained in any form by Participant.

D.   Participant may from time to time provide suggestions, comments, or other feedback to Company regarding Confidential Information provided by Company (“Feedback”). Both parties agree that all Feedback is and shall be entirely voluntary and shall not, absent a separate written agreement, create any confidentiality obligation or restriction on use on Company upon receipt of the Feedback. Company shall be free to use and disclose Feedback as Company deems fit without restriction or obligation; provided, however, that in no event shall Company disclose the source of the Feedback without Participant’s prior written consent.

E.   The parties agree that any breach of any provision of this Agreement regarding confidentiality or protection of Confidential Information would cause irreparable harm for which there is no adequate remedy at law, and that the non-breaching party shall be entitled to injunctive relief in addition to other remedies available at law or in equity.

VI. Warranties and Disclaimers

A. Company represents and warrants that it will provide the Services in a professional manner in accordance with industry standards. Except as expressly set forth in this Agreement, COMPANY DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

B.  Company makes every effort to accurately represent its services and their potential. All information it provides in connection with the Services, including without limitation earnings and income statements, examples of past successes, case studies, and examples, are representations or estimates of what Company, its principles, and past and present participants have achieved. They are used as illustrations and for educational purposes only, and Company does not warrant or represent that Participant will achieve similar results. Company does not make any representations to Participants regarding the financial success Participant will achieve either during or after the Mastermind Program or guaranteeing any specific outcome or results from the Services. Company teaches a system or method, but all due diligence and all aspects of implementation are entirely within Participant’s control and Participant bears the sole risk. As with any business, results will vary and will be based on numerous factors such as individual skill, business experience, expertise, efforts, and market conditions. Each individual’s potential success depends on numerous factors and unique circumstances in each individual investment, all of which are outside of Company’s control. Participant acknowledges that there are risks involved in leasing out luxury rental properties and that Participant is solely responsible for any business decisions or results resulting from its use of any information provided by Company.

C. Participant acknowledges that there are market risks outside of Company’s control that may impact the effectiveness of any methods taught or advice given by Company, including without limitation (i) the location and availability of suitable properties; (ii) the cost of leasing or buying suitable properties; (ii) the terms under which suitable properties might be made available; (iv) the amount of revenue that might be generated by any property; (v) the future viability of the vacation rental industry; (vi) changes in regulations or laws that could restrict, limit, or increase the costs of operating a vacation rental property; and (vii) the business acumen of those individuals managing any property. Furthermore, Participant acknowledges that the Company and other participants may be competing for available properties on the open market.

D. To the extent that Company provides Participant with third party resources, such as vendors, suppliers, property managers, or contractors, Participant acknowledges that these are for informational purposes only. Company makes no representation or warranty regarding such third parties and Participant must conduct its own due diligence and engage such third parties at it sole risk. Participant acknowledges and agrees that Company may receive referral fees from such third parties if Participant engages them.

E. Under no circumstances shall either party be liable to the other for an amount of damages exceeding any amounts actually due or paid by Participant to Company. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE IN ANY AMOUNT FOR SPECIAL, INCIDENTAL, EXEMLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES, WITHOUT REGARD TO WHETHER SUCH DAMAGES OR LOSSES WERE FORSEEABLE.

VII.  Publicity

A.  Participant agrees that it will not issue any press releases or conduct any publicity regarding Company, the Services, or the Mastermind Program without Company’s prior written consent. Company agrees that it will not issue any press releases or conduct any publicity specifically relating to Participant without Participant’s prior written consent. Notwithstanding the foregoing, Participant acknowledges and agrees that Company may take photographs, video, or other recordings of Company events, including without limitation group presentations, trainings, or coaching sessions, and that Company may use such media for any publicity, advertising, or promotional purposes relating to the Company, the Services, or the Mastermind Program, even if it contains Participants name, voice, or likeness.

B.  Participant hereby agrees unconditionally that Participant shall not publicly disparage Company with regard to any aspect of the relationship between Company and Participant and shall direct all concerns, complaints and related matters directly to Company.

C. If Participant posts or provides any information through any public media platform relating to Company, the Services, or participation in the Mastermind Program, including but not limited to Facebook, Twitter, Instagram, Internet message boards, chat rooms, websites, blogs, newspapers, television programs, radio programs and any other form of public media outlet, such posts or information shall not (i) reveal the identities of other participants without their express permission; (ii) reveal the content of any written materials provided to Participant by Company; (iii) contain any Confidential Information; or (iv) reveal the specific terms and conditions of the business relationship between Participant and Company, including the pricing of programs, except as provided by Company to Participant for that purpose.

VIII. Termination

A.  This Agreement shall commence on the Effective Date and continue until terminated by either Party as set forth herein (the “Term”).

B.   Either Party may terminate this Agreement for any reason upon thirty (30) days’ written notice. If termination is for cause, such as failure of Participant to make a timely payment under this Agreement or failure of Company to adequately deliver the Services, then the non-terminating Party shall have an opportunity to cure and if it remedies the cause to the satisfaction of the terminating party within thirty (30) days, the termination will be rescinded. Upon receipt of notice of termination from Participant, Company shall, at its sole discretion, have the right to cease providing Services and to discontinue Participant’s access to the Mastermind Program.

C.  Unless Participant terminates this Agreement within thirty (30) days of the Effective Date, Company will not be required to refund any payments made prior to the termination date, including any deposits, unless Company failed to make any Services available to Participant.

IX.  Additional Terms

A.  All notices and other communications required by this Agreement shall be in writing and shall be mailed by U.S. priority mail or delivered by a tracked package service, addressed to the Parties at the respective addresses set forth above and on the Term Sheet.

B. This Agreement, including the Term Sheet which is incorporated by reference, contains the complete agreement between the parties and shall, as of the Effective Date, supersede all other agreements between the parties relating to the Services or the Mastermind Program. The parties stipulate that neither of them has made any representation with respect to the subject matter of this Agreement except as are specifically set forth herein. Each of the parties hereto acknowledges that they have relied on their own judgment in entering into this Agreement

C.  This Agreement shall be governed by the laws of the State of Arizona.

D. Participant may not assign this Agreement without Company’s prior written consent. Any attempted assignment by Participant without Company’s prior written consent will be void. Subject to these limitations, this Agreement will inure to the benefit of and be binding upon the parties, their successors, and assigns.

E.  Any amendment or modification of this Agreement, or any waiver of its terms, must be written and signed by the Parties. Forbearance or neglect on the part of either party to insist upon strict compliance with the terms of this Agreement shall not be construed as or constitute a waiver thereof.

F.  If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the parties as expressed herein

G. Any and all disputes, controversies, or claims arising out of or relating to this Agreement, or concerning the parties’ respective rights or obligations hereunder, shall be settled and determined by binding arbitration in the County of Maricopa, Arizona, administered by the American Arbitration Association (“AAA”) in accordance with and pursuant to its then existing Commercial Arbitration Rules and Procedures. The Arbitration shall be held before a single neutral arbitrator, selected pursuant to the AAA rules. The parties shall initially split the cost of the arbitration evenly, but the prevailing party shall be entitled to recover its portion of the arbitration fees. The arbitration proceedings shall be confidential and neither party may disclose any of the content or results of such proceedings to any third parties. Upon conclusion of the Arbitration, the arbitrator shall render findings of fact and conclusions of law and a written opinion setting forth the basis and reasons for his or her decision. Any judgment upon the award rendered by the arbitrator may be entered in any state or federal court having jurisdiction of the matter. The arbitration award shall be final and binding upon the parties, and the arbitrator shall have the authority to grant any other equitable and legal remedies that would be available in any judicial proceeding instituted to resolve a disputed matter, but shall not have the authority to grant any remedies which the parties may have waived (such as punitive or exemplary damages, which the parties have waived pursuant to Section VI.E, above)