Terms and Conditions Mastermind 90!

TERMS AND CONDITIONS 1. DEFINITIONS. For purposes of this Agreement: 1.1. “Client” means the party who or which executed the Program Registration Form. 1.2. “Effective Date” means the date on which Provider accepted payment of the Program Fee by Client. 1.3. “Person” means any natural person, legal person or entity. 1.4. “Provider” means Properties 180, LLC. 1.5. “Program” means the program or programs selected by Client in the Select Program section of the Program Registration Form. 1.6. “Program Fee” means the fee associated with the Program, paid by Client in exchange for the Services. 2. SERVICES. 2.1. Provider will provide the services (“Services”) associated with the Program as described in the Program Details section of the Program Registration Form. Provider will have sole discretion in respect to the execution of the Services, including the timing, scheduling, duration, content, and means for delivering the Services, as well as any reasonable limitations imposed on the Services. In the event of any dispute or question regarding the description or nature of the Services, Provider’s reasonable interpretation will prevail. 2.2. Provider makes no representation or warranty whatsoever with respect to the Program or its content, the Services, or the results to be obtained from Client’s participation in the Program. In particular, Provider disclaims any representation or warranty with respect to the future earnings or revenues of Client and Client acknowledges and agrees that Client was not induced to enter into this Agreement as a result of any such claims. 3. FEE. 3.1. The Client will not be entitled to any Services or any rights hereunder until Client has received the Program Fee. 3.2. CLIENT ACKNOWLEDGES AND AGREES THAT ALL PAYMENTS OF THE PROGRAM FEE ARE NON-REFUNDABLE AND NON-TRANSFERABLE. 3.3. CLIENT REPRESENTS AND AGREES THAT CLIENT WILL NOT DISPUTE PAYMENT OF THE PROGRAM FEE WITH ANY CREDIT CARD COMPANY OR OTHER FINANCIAL INSTITUION. 4. CLIENT’S OBLIGATIONS. 4.1. Client shall: 4.1.1. Accept the schedule for all live meetings and events reasonably submitted by Provider. 4.1.2. Punctually attend all meetings and events scheduled by Provider. 4.1.3. Possess all hardware, software and communications equipment necessary to obtain and fully enjoy the Services. 4.2. Provider will have no obligation to modify or duplicate any Services which Client fails to obtain or fully enjoy on account of Client’s failure to strictly adhere to Section 4.1, above. 5. INTELLECTUAL PROPERTY Client is not entitled to any interest or title in, or right to use, either during the Term or upon the termination of this Agreement, any intellectual property owned by or licensed to Provider. 6. CONFIDENTIALITY. Client may receive information that is proprietary or confidential to Provider. Client agrees to hold such information in strict confidence and not to disclose or use such information for any purpose whatsoever other than performing under this Agreement or as required by law. Proprietary and confidential information does not include information of Provider that was or becomes in the public domain through no fault of Client or is disclosed by Provider to a third party without an obligation of confidentiality. 7. RELATIONSHIP OF THE PARTIES. Provider’s relationship with the Client will be that of an independent contractor and nothing in this Agreement will be construed to create a partnership, joint venture, or principal-agent or employer-employee relationship. Provider will remain free to perform any services for parties other than Client even if those services are similar or identical to the Services. RaulLuna.com Academy is a service provided by Properties 180, LLC and is not itself a separate or distinct Person. Neither this Agreement nor the transaction which is the subject matter hereof, operates to impose any obligation on any Person other than Properties 180, LLC and Client. 8. TERM AND TERMINATION. 8.1. The term of this Agreement will commence on the Effective Date and terminate 12 months thereafter (“Term”). 8.2. No Services will be available to Client after the termination of the Term. 8.3. Sections 4-10, 11.5 and 11.6 shall survive the expiration or termination of this Agreement. 9. LIMITATION OF LIABILITY. 9.1. Client acknowledges and agrees that Provider will not be liable for Client’s or any other person’s use of any content from the Program or any matter related, directly or indirectly, to the Program or the Services. In no case shall Provider, its directors, officers, employees, affiliates, agents, contractors, attorneys, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation, economic loss, loss or damage to electronic media or data, goodwill, other intangible losses, or any similar damages, in any way arising from or related to (i) the use of any content obtained through the Program or content otherwise related to the Program or the Services provided under this Agreement, (ii) attendance at any event hosted by Provider, (iii) the Services. 9.2. CLIENT HEREBY AGREES THAT IN NO EVENT SHALL PROVIDER’S LIABILITY TO CLIENT FOR ANY CLAIM OF ANY KIND OR DESCRIPTION EXCEED THE PROGRAM FEES PAID BY CLIENT TO PROVIDER IN THE SIX MONTHS PRECEDING THE FACTS GIVING RISE TO ANY CLAIM BY CLIENT. 9.3. Client agrees that any claim it may have against Provider arising under, or in any way related to, this Agreement shall be brought individually and it shall not join such claim with claims of any other person or entity or bring, join or participate in a class action against Provider. 10. INDEMNIFICATION. Client agrees to indemnify, protect, defend and hold Provider (including its directors, officers, agents, and employees) harmless from and against any and all liabilities, damages, losses, actions, causes of action, costs and expenses (including attorneys’ fees), arising from or related to the Services. 11. GENERAL. 11.1. No Election of Remedies. Except as expressly set forth in this Agreement, the exercise by Provider of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or available at law or in equity. 11.2. Assignment. Client may not assign or transfer any of Client’s rights or delegate any of Client’s obligations under this Agreement, in whole or in part, without the express prior written consent of Provider. Any attempted assignment, transfer or delegation by Client, without such consent, will be void ab initio. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties’ permitted successors and assigns. 11.3. Amendment by Provider. Provider reserves the right to amend this Agreement at any time without the prior consent of Client. Any amendment to this Agreement, from time to time, shall be effective as of the earlier of the date of posting of the amendment on raulluna.com or upon the delivery of actual notice to Client. 11.4. Equitable Remedies. Provider will have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, in addition to all other remedies that Provider may have for a breach of this Agreement. 11.5. Attorneys’ Fees. If any action or arbitration is undertaken to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, costs and expenses in addition to any other relief to which such prevailing party may be entitled. 11.6. Arbitration. The parties agree that they will submit to arbitration any and all claims arising out of, related to, or connected with this Agreement (“Arbitrable Claims”). The parties agree that arbitration shall be the exclusive method by which to resolve any Arbitrable Claims, and specifically agree that they will not file a court lawsuit to pursue any Arbitrable Claims. Arbitration shall be final and binding upon the parties. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRABLE CLAIMS. The parties agree that JAMS will administer any such arbitration(s) pursuant to its Comprehensive Arbitration Rules and Procedures at the time the arbitration is initiated. Subject to the award of reasonable attorneys’ fees to the prevailing party as set forth in Section 11.5, the parties will each be responsible for one-half of all fees related to the arbitration (including those related to the cost of the arbitrator). The arbitration will be administered before one arbitrator to be selected by mutual agreement of the parties or, if such agreement cannot be reached, in accordance with the rules referenced above. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction thereof. 11.7. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California. Without limiting Section 11.6, above, any litigation arising out of this Agreement will take place in the state and federal courts located in San Francisco, California. 11.8. Severability. If any provision of this Agreement is held invalid or unenforceable by an arbitrator or court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law. 11.9. Notices. All notices required or permitted under this Agreement will be in writing and delivered by courier or overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. Notices addressed to Client shall be sent to Client’s mailing address as set forth in the Program Registration Form. Notices addressed to Provider shall be sent to Properties 180, LLC, P.O. BOX 1340, Ceres, CA 95307. Each party may change its address for receiving notice by give notice of the change in accordance with this section. 11.10. Entire Agreement. This Agreement, which is comprised of these Terms and Conditions and the Program Registration Form, constitutes the complete and exclusive understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties hereto. 11.11. Waiver. The waiver of any breach of any provision of this Agreement will not constitute a waiver of any subsequent breach of the same or other provision hereof. 11.12. Independent Advice. Client acknowledges and agrees that Client has been afforded the opportunity to obtain independent legal advice and confirms by the execution of this Agreement that Client has either done so or waived its right to do so in connection with entering into this Agreement. 11.13. English Version. In the event any translation of this Agreement is prepared for convenience or any other purpose, the provisions of the English version shall prevail.