P-BRAIN MEDIA COACHING / CONSULTING SESSION STANDARD TERMS

P-Brain Media LLC is a strategic consulting and technology services firm based in Albuquerque, New Mexico. This Agreement is made between you (Client) and P-Brain Media LLC (P-Brain).

1.0 SCOPE OF SERVICES

By booking this session, you are engaging P-Brain Media for strategic consulting services (Services) to be conducted by phone, Zoom or Google Hangout. P-Brain and Client will define specific tasks and priorities during sessions, and via email and other communications during the Services.

If a specific consultant is not specified in a consulting product, we will choose the consultant that best suits the needs you describe when booking your session(s).

Client will schedule sessions using the online Acuity calendar system.

Any Services performed outside prepaid sessions will require a Services Agreement be in place, which will specify the billable rate. Services performed under a Services Agreement will be billed monthly on a time + materials basis.

2.0 SCHEDULING AND CANCELLATION POLICIES

P-Brain understands that urgent things come up, and will reschedule a consulting session if given 24 hours notice. Without 24 hours notice, that session will not be rescheduled. When a Client needs to reschedule a session, P-Brain and Client will make every effort to reschedule it during the week it was originally scheduled, unless absolutely not possible. In this case, it must be rescheduled during the following week, otherwise it will not be rescheduled.

If P-Brain must cancel a scheduled coaching session, they will give 24 hours notice and reschedule the coaching session at the earliest possible next time.

3.0 CLIENT SATISFACTION AND REFUNDS

If Client purchases a package of sessions and is not satisfied with the coaching services they receive, Client may ask for a refund for unused sessions that were already paid for. Refunds will not be given for completed sessions.

If Client purchases a session(s) but does not schedule the session(s) before the expiration date (typically one year from date of purchase), Client forfeits those sessions. Refunds will not be given for sessions that go unscheduled before the expiration date. P-Brain will make reasonable efforts to accommodate extenuating circumstances.

4.0 CONFIDENTIAL INFORMATION

All information discussed during the sessions will remain confidential. P-Brain will not use or disclose to any third party, either during or after the term of this Agreement, any proprietary or confidential information of Client without Client's consent. P-Brain shall not be restricted in using or sharing any information about Client which is publicly available, already known to P-Brain, or which is rightfully obtained by P-Brain from sources other than Client.

Proprietary or confidential information includes:

• business plans, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries and improvements of any kind.

• information belonging to Client’s customers and suppliers that P-Brain gained knowledge of as a result of P-Brain's services to Client.

• any information marked “Proprietary” or “Confidential.”

5.0 CONFLICTS OF INTEREST

P-Brain will always work in the Client’s best interest, and will aim to anticipate and avoid any conflicts of interest. Whenever any actual or potential conflict of interest arises, P-Brain will disclose it to Client and discuss with Client how to handle the situation in a way that best serves Client’s interest.

6.0 LIABILITY

In no event shall P-Brain's aggregate liability for all cases or controversies arising out of the subject matter of this Agreement, whether in contract, tort or otherwise, exceed the aggregate payments actually received by P-Brain under this Agreement. In no event will P-Brain be liable to Client or any third party for any special, incidental or consequential damages or lost profits, whether based in breach of contract, tort (including negligence), product liability or otherwise, and whether or not P-Brain has been advised of the possibility of such damage.

Client's exclusive remedy, and P-Brain's sole liability for any case or controversy arising out of P-Brain's failure to perform any of its obligations hereunder shall be to request a refund as outlined under Section 3.0.

7.0 MISCELLANEOUS

7.1 Nature of Coaching / Consulting Relationship

Client understands and agrees that P-Brain is a strategy and technology consultant and not a lawyer, financial advisor or mental health professional. None of the advice P-Brain provides should be construed to be legal, financial or psychological advice.

7.2 Governing Law

This Agreement shall be governed by the laws of the State of New Mexico. All actions under this Agreement shall be brought in the state or Federal courts located in Bernalillo County, New Mexico.

7.3 Resolving Disputes

If a dispute arises under this Agreement, the parties agree first to try to resolve the dispute with the help of a mutually agreed-upon mediator in Albuquerque, New Mexico. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. If the dispute is not resolved within 30 days after it is referred to the mediator, any party may take the matter to court. If any court action is necessary to enforce this Agreement, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses in addition to any other relief to which he or she may be entitled.