By participating in the Pediatric CEO Asynchronous Coaching Program (“the Program”), signing this Agreement, submitting partial or full payment, or accessing the Pediatric CEO website or group platform (“Site”) you agree to the terms contained in this document.

Please read this Agreement carefully before accessing or using Greater Than Zero, LLC’s (the “Company”) proprietary materials which includes any written, audio, or visual presentations or documents associated with the Program.

If you do not understand or do not accept this agreement, please do not access any of the Company’s proprietary materials and immediately contact us at [email protected].

This Service Agreement is entered into and effective as of the date of electronic signature by and between the Client, and Greater Than Zero, LLC, doing business as Pediatric CEO Intensive (“Company”), having an address of 118 Fairhope Ave., Fairhope, AL 36532.

In consideration of Client retaining Company to perform coaching services, it is agreed as follows:

1. Scope of Services

(a) Program membership includes the following services:

* Ongoing monthly membership in the group coaching program

* Access to a private group on the Signal platform

* Communication with and coaching from Company and its representatives via asynchronous audio, video, and text messaging

* One live virtual group coaching session via Zoom (or similar platform) during each monthly period

The Program membership services outlined above are referred to as the “Services” or “Program.”

(b) The Services must be utilized during the duration of your Program membership.

(c) Any additional services provided by Company to Client may require additional fees to be discussed and agreed upon by the Parties.

(d) 1:1 Sessions. Company may make available additional 1:1 sessions to Client for purchase. These sessions will be billed separately and are governed by this Agreement.

2. Client Duties

(a) Compensation. In consideration for the Services provided by Company to Client as set forth in Section 1 above, Client agrees to pay the current program fee at the time of joining by purchasing a monthly membership for the Pediatric CEO program.

(b) Tools & Information to be Provided by Client. Client agrees to provide all tools, information, and documentation that may be required by Company to effectively perform said Services.

(c) Client understands that Client’s success in the Program is dependent upon Client’s level of participation in the Services. In order to get the most out of the Program, Client must also work to implement the tools and strategies learned throughout the Program and make considerable efforts toward Client’s own development on Client’s own time during the term of the Program. Client is responsible for requesting support from Company when needed.

3. Term

The term of this Agreement shall be ongoing on a month-to-month basis. The Agreement will automatically renew each month unless canceled by the Client. Client may cancel the membership at any time, effective at the end of the current monthly term.

4. Communication

(a) Coaching Communication. All coaching communication will take place within the private Signal group chat. Clients should use this platform for any discussions, questions, or interactions related to the coaching services provided under the Program. The Company will provide coaching services at least once daily every weekday in the Signal group chat.

(b) Administrative Communication. Any administrative communication, including but not limited to billing inquiries, membership issues, scheduling, or general questions, should be directed to the Company's email address at [email protected].

(c) Response Time. The Company will make reasonable efforts to respond to Client communications within 24-48 hours during regular business days.

(d) Client Responsibilities. Clients are responsible for regularly checking the Signal group chat for updates and messages from the Company. Additionally, clients should ensure they provide a valid email address and check it regularly for any administrative correspondence.

5. Cancellations and Refunds

(a) Client Cancellation. Client may cancel participation in the Program at any time for any reason by providing written notice to Company. Upon cancellation, access to the Program and Services will be terminated at the end of the current monthly term. Client will not receive a refund for the remaining days of the monthly term.

(b) Abusive or Unprofessional Behavior. In the event that Client engages in abusive or unprofessional behavior towards representatives of Company or other Program members, Company reserves the right to cancel Client’s membership and terminate access to the Services without notice. No refund will be provided, and Client will remain obligated to pay all program fees in full for the current month.

(c) Company Termination. Company may decide to terminate the coaching relationship at any time. If Company decides to do so, Company shall release Client from any further financial obligation under the Agreement and will provide a prorated refund based on the time remaining in the current monthly term. This does not apply to terminations described in Section 5(b).

(d) Client Participation. Client’s failure to effectively participate in the Program is not grounds for a refund.

(e) Rescheduling. Group sessions/calls will be scheduled by Company. If Client cannot attend a scheduled call, Client may inform Company; however, the call will take place at the scheduled time. Client is not entitled to a partial or full refund if Client misses a live call.In the event that Company cannot host the scheduled call(s) at the previously scheduled time due to illness, travel, or other unexpected circumstances, Company will make a reasonable effort to reschedule the call for a later or earlier date and will notify Client via email.

(f) Refund Policy. Due to the nature of the services, no refunds can be provided except as outlined in Section 5(c).

(g) Program and Term Suspension. The Program and Term cannot be paused or placed on hold for any reason without the written authorization of Company.

(h) Force Majeure. Notwithstanding the above, the Company may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of Company that materially affects the Services provided in this Agreement, including:

1. A natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, or infestation); or

2. War, invasion, act of foreign enemies, embargo, or other hostility (whether declared or not); or

3. Any hazardous situation created outside the control of either party such as a riot, disorder, pandemic or epidemic, nuclear leak or explosion, or act or threat of terrorism.

In the event that Section 5(h) applies, Company will be permitted to make a reasonable effort to reschedule calls/sessions/etc. as needed in order to comply with the terms of this Agreement, however, will not be found in breach if this is not possible due to the circumstances.

6. No Guarantees

(a) We cannot guarantee the outcome of the Services and/or participation in the Program. We make no guarantees other than that the Services described in Section 1(a) shall be provided to you in accordance with this Agreement. Client acknowledges that Company cannot guarantee any results of the Services/Program as such outcomes are based on subjective factors (including, but not limited to, Client’s participation) that cannot be controlled by Company. Any testimonials or reviews shared by Company are not a representation of guaranteed results, only possible results. Client not achieving his or her desired results is not grounds for a refund.

(b) From time to time, and upon Client’s request, Company and/or its representatives may provide Client with recommendations or referrals for third-party service providers. Company in no way guarantees the quality of service provided by any third-party and bears no liability with respect to such service or experience.

(c) Technical issues. In the event that the materials provided via the online platform (LearnDash, Signal, etc.) are inaccessible, Company shall have 72 hours (not including weekends or holidays) to re-deliver access to Client.

7. Confidentiality

(a) Participant Information. Client agrees to keep private any information and data of a confidential nature, including but not limited to any and all design, creative, marketing, sales, operating, performance, know how, business and process information (“Confidential Information”), shared by fellow participants in the Program (“Participants”). Client agrees not to use such Information in any manner other than in discussion with other Participants during the Program. Information shall not include information rightfully obtained from a third party. Client will keep Participants’ Information in strictest confidence and shall use the best efforts to safeguard the Information and to protect it against disclosure, misuse, loss, and theft.

(b) Company Information. Client agrees to keep confidential any Confidential Information, as defined in paragraph 7(a), shared by Company in the Program. Any Confidential Information shared by Company, its employees, or contractors is confidential, proprietary, and belongs solely and exclusively to Company. Client agrees not to disclose, reveal, or make use of any Confidential Information or any transactions, during discussions, in Facebook groups, or otherwise. Client agrees not to use such Confidential Information in any manner other than in discussion with other Participants during the Program. Confidential Information shall not include information rightfully obtained from a third-party. Client will keep Company’s Confidential Information in strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, loss, and theft.

(c) Non-Disparagement. Client shall, during and after the participation in the Program, refrain from making any statements or comments of a defamatory or disparaging nature to any third-party regarding Company, or any of Company’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law. This provision in no way restricts a Client’s ability to communicate reviews or performance assessments about Company’s goods or services.

(d) Violations of Confidentiality. Client agrees that if Client violates or displays any likelihood of violating this paragraph 7 the Company and/or the other Program Participant(s) will be entitled to injunctive relief to prohibit any such confidentiality violations to protect against the harm of such violations. Any breach of this clause is grounds for immediate removal from the Program.

(e) Client Features. Notwithstanding the above section, Company may choose to feature Client on its website, social media channels, etc. Client agrees to allow Company to share its likeness, achievements, and success, unless otherwise agreed to by the Client. Company agrees to maintain the confidentiality of any and all sensitive and confidential information and to provide Client with a preview of the feature prior to publication on its website. Features which do not name or identify Client directly will not require prior authorization.

8. Independent Contractors

(a) Independent Contractor Relationship. This Agreement shall not render Company an employee, partner, agent of, or joint venturer with the Client for any purpose. Company is and will remain an independent contractor and service provider in its relationship to the Client. Company is or remains open to conducting similar tasks or activities for entities other than the Client and holds itself out to the public to be a separate business entity. Company shall retain sole and absolute discretion in the manner and means of carrying out the activities and responsibilities under this Agreement. Company will not be required to follow or establish a regular or daily work schedule. Company will not rely solely on the equipment or offices of Client for completion of tasks and duties set forth pursuant to this Agreement. Any advice given to Company regarding services performed for the Client shall be considered a suggestion only, not an instruction. Company and Client agree to conform to any and all IRS testing necessary to establish and demonstrate the independent contractor relationship between Client and Company.

(b) Taxes & Benefits. Company will be responsible for filing its own tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Client shall not be responsible for withholding taxes with respect to Company’s compensation. Company shall have no claim against Client for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

9. Ownership of Intellectual Property

(a) IP Ownership. Client agrees that the Program contains proprietary content (“Intellectual Property”) that is owned solely by Company and/or its licensors and is protected by copyright, trademark, and any other applicable intellectual property laws. Company retains the sole right to use, reproduce, and distribute the Intellectual Property throughout the universe in any and all mediums. Company grants Client a license to use the Intellectual Property solely for Client’s own noncommercial purposes. Client agrees that it has no right to create derivatives of, share, reproduce, distribute, modify, translate, post, license, sell, loan, or otherwise exploit the Intellectual Property, whether commercially or non-commercially, and acknowledges that doing so constitutes a violation of law. For the avoidance of doubt, Client agrees not to create any derivative products, blog posts, websites, guides, worksheets, tool kits, videos, audio recordings, or the like based on Company’s Intellectual Property (including any and all content) or that in any way violates Company’s Intellectual Property, without Company’s written consent. Any registered or common law trademark, service mark, logo, or tagline used in conjunction with the Program is property of the Company. Client may not use such trademarks or service marks for any purpose except with written permission by Company.

Pediatric CEO™, Pediatric CEO Intensive™, Chief Visionary Officer™, 7-Day Calendar Clean-Up™, and Women in Pediatrics™ are trademarks of Greater Than Zero, LLC. The Pediatric CEO Asynchronous Coaching Program™ is a copyrighted work of Greater Than Zero, LLC.

(b) No Resale of Services Permitted: Client agrees not to reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purposes, any portion of the Program (including course materials), use of the Program, or access to the Program. This Agreement is not transferable or assignable without the Company’s prior written consent.

(c) Client agrees to not share access to the materials with others. This includes parties that have not purchased access to the Program, or any other third-party that Company has not granted access to.

(d) Recordings. All group calls and meetings are recorded by Company. Client may access these recordings via the means provided by Company. Client agrees and consents to the recording of any calls, meetings, or conversations which take place as part of this Agreement. Company reserves all rights in any and all recordings.

10. Warranties

(a) Company’s Warranties. Company represents, warrants, and covenants that Company has full authority to enter into this Agreement and all of the Services, whether performed by Company or any of its subcontractors, will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable and qualified personnel.

(b) Client’s Warranties. Client represents, warrants, and covenants that Client has full authority to enter into this Agreement and has or will obtain all of the necessary consents, rights, licenses, clearances, releases, or other permissions to lawfully consummate the transactions and lawfully discharge, in all material respects, each and every of Client’s obligations or duties, whether performance is due now or during the Term.

(c) Except for the express warranties provided throughout these terms, neither party makes any other warranties, express or implied.

11. Limitation of Liability

(a) In no event shall Company have any liability to Client for any lost profits, loss of use, business interruption, costs of procurement of substitute goods or services, or for any indirect, special, incidental, multiple, exemplary, punitive, or consequential damages however caused and, whether in contract, tort or under any other theory of liability, whether or not either party has been advised of the possibility of such damage; and

(b) In no event shall Company’s liability to Client exceed the fees paid by Client under these terms, whether in contract, tort, or under any other theory of liability.

(c) The limitations in this Section 11 shall not apply to a breach of confidentiality by a party to this Agreement or the obligations under paragraphs 7 and 8.

(d) Client understands that the information presented in the Program is not legal, financial, therapeutic, mental health, or medical advice and Company is not a law firm or a physician. All of the information provided throughout the Program and Services including the resources delivered via phone/video conference, e-mail, in the online forum, live events including webinars and video/audio recordings educating about business, laws, health, and/or finance-related information, are resources for educational and informational purposes only and should not take the place of hiring a licensed professional. Client understands that Company does not and will not provide any form of diagnosis or medical treatment.

If a coach or individual acting on behalf of Greater Than Zero, LLC within the program is licensed in some professional manner (JD, MD, RN, PA, LMFT, Therapy/Mental health professionals, etc.), Client understands that these individual(s) are not acting within their capacity as a licensed professional(s).

12. Entire Agreement; Modification

This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the Parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all the Parties.

No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision. No waiver shall be binding unless executed in writing by the party making the waiver.

13. Neutral Construction

This Agreement was prepared by Company. It is expressly understood and agreed that this Agreement shall not be construed against Company merely because it was prepared by it or its counsel; rather, each provision of this Agreement shall be construed in a manner which is fair to both parties.

14. Changed Terms

Parties may amend this Agreement only by mutual Agreement and in writing, signed and agreed to by both Parties.

15. Assignment

This Agreement shall be binding on the Parties to it and their respective heirs, legal representatives, successors, and assigns; provided, however, that Client may not assign any of its rights under this Agreement.

16. Notices

All notices, requests, demands, and other communications under this Agreement shall be in writing and properly addressed as follows:

Greater Than Zero, LLC

118 Fairhope Ave.

Fairhope, AL 36532

E-mail: [email protected]

To Client at Client’s mailing and/or e-mail address provided at the time of purchase.

Any party may change its address(es) for purposes of this Section by giving the other parties written notice of the new address.

17. Governing Law; Venue; Mediation

This Agreement shall be construed in accordance with, and governed by, the laws of the State of Alabama as applied to contracts that are executed and performed entirely in Alabama. The exclusive venue for any proceeding based on or arising out of this Agreement shall be Baldwin County, Alabama. The parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement by mediation, after a good faith effort to resolve such dispute amicably. Parties shall share in the costs of mediation. The parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration or other dispute resolution procedures.

18. Recovery of Litigation Expenses

If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

19. Severability

Wherever possible, each provision of this contract will be interpreted so that it is valid under applicable law. If any provision is held illegal or unenforceable, that provision will be reformed to the extent necessary to make the provision legal and enforceable. All remaining provisions will remain unaffected & will continue in full force and effect.

Both parties understand that signatures transmitted digitally and created electronically via touchscreen or computer mouse shall have the same force and binding effect under law as an original handwritten signature in ink.

The parties have executed this Agreement on the date of enrollment by Member. Completion of enrollment, payment by Member, and granted access to the Site constitutes our Agreement.

Last Updated: 6/9/2024