Parties

This document delineates the legal terms binding Empower PMHNP Consulting ("COMPANY") and the subscribing individual ("MEMBER"). It mainly governs the MEMBER's acquisition of the Empower PMHNP Community Hub Membership and Strategy Sessions/Consulting and All products from Empower PMHNP Consulting ("MEMBERSHIP") from the COMPANY. This AGREEMENT specifies that Empower PMHNP Consulting and the individual subscribers are collectively recognized as the "PARTIES" in this arrangement. The primary purpose of this AGREEMENT is to define and regulate the terms and conditions associated with the MEMBERSHIP in the Empower PMHNP Community Hub (EPCH).

Acceptance of Terms

The MEMBER agrees to the terms and conditions of the EPCH membership as outlined in this AGREEMENT by either electronically enrolling or verbally consenting to the membership. This acceptance is considered legally binding:

1. Electronic Enrollment: By entering their email address on the COMPANY's platform, the MEMBER consents to receive the terms of the AGREEMENT electronically. Providing the email address and accepting the AGREEMENT signifies the MEMBER's acknowledgment and acceptance of all terms and conditions.

2. Verbal Agreement: In cases where enrollment is verbal, the MEMBER's verbal consent to join the EPCH membership is considered legally binding, acknowledging acceptance of all the terms and conditions of the AGREEMENT.

3. Signature of Agreements: The MEMBER must sign all necessary agreements about the EPCH membership. This signature can be executed electronically and is considered legally binding.

4. Credit Card Information: Entering credit card information to pay the MEMBERSHIP fees constitutes a financial commitment and agreement to the charges outlined in the AGREEMENT. This action is legally binding.

5. Legal Jurisdiction: As the COMPANY is an LLC registered in Virginia, this AGREEMENT is governed by the laws of the Commonwealth of Virginia. Any legal disputes or issues arising from this AGREEMENT will be subject to the Virginia courts' jurisdiction.

Confidentiality and Personal Information

The COMPANY commits to not using or disclosing the MEMBER's personal information, including but not limited to their name, contact details, and personal demographic information. This confidentiality extends to all information the MEMBER provides during enrollment or subsequent interactions with the COMPANY.

1. Protection of Business and Personal Affairs: The COMPANY acknowledges that the MEMBER may share sensitive information regarding their business practices, strategies, or personal affairs within the EPCH community. The COMPANY assures that such information will be kept strictly confidential and will not be disclosed to any third party without the explicit consent of the MEMBER.

2. Highest Regard for Information Security: The COMPANY pledges to protect the MEMBER's information with the highest regard for privacy and security. This includes implementing and maintaining robust security measures to prevent unauthorized access, disclosure, alteration, or destruction of the MEMBER's personal and business information.

3. Limitations of Confidentiality: The confidentiality obligations do not extend to information that:

   • Is or becomes publicly known through no fault of the COMPANY.

   • Is received from a third party without breach of any obligation of confidentiality.

   • Is independently developed by the COMPANY without the use of or reference to the MEMBER's information.

   • Is required to be disclosed by law or regulatory authority, in which case the COMPANY will endeavor to notify the MEMBER promptly and seek protective measures.

4. Confidentiality Post-Membership: The confidentiality obligations extend beyond the termination or expiration of the MEMBER's membership with the EPCH. The COMPANY will continue to treat the MEMBER's personal and business information with strict confidentiality even after the membership has ended.

Prohibiting the Transfer of Intellectual Property

1. Definition of Intellectual Property: Intellectual Property (IP) refers to all creative content, ideas, strategies, methods, trademarks, patents, copyrights, trade secrets, and proprietary information developed, used, or shared within the EPCH community or by the COMPANY.

2. Prohibition of Transfer: The MEMBER is strictly prohibited from transferring, sharing, selling, or otherwise distributing any IP belonging to the COMPANY or any other MEMBER of the EPCH. This includes but is not limited to content from discussions, workshops, seminars, webinars, and any digital or physical materials provided.

3. Non-Disclosure of IP: The MEMBER agrees not to disclose any IP encountered within the EPCH community to non-members or use it outside the scope of the community without explicit written permission from the rightful IP owner.

4. Restrictions on Use: The MEMBER is permitted to use the IP encountered or provided within the EPCH community solely for their professional development and activities within the community. Any commercial or external use of this IP is strictly forbidden without prior written consent from the IP owner.

5. Acknowledgment of Ownership: The MEMBER acknowledges that all IP created, developed, or shared by the COMPANY remains the sole property of the COMPANY. Similarly, IP member's contributions to the community remain their property unless expressly stated otherwise.

6. Legal Recourse: In the event of unauthorized transfer, disclosure, or use of IP, the COMPANY reserves the right to take legal action to protect its interests. This may include seeking injunctions, damages, or other legal remedies.

7. Obligation to Report: If a MEMBER becomes aware of any unauthorized use or transfer of IP within the EPCH community, they must report this to the COMPANY immediately.

Service Provided by the Company

1. Description of Services: The COMPANY offers healthcare business education services specifically designed for healthcare providers. These services may include but are not limited to, educational materials, workshops, seminars, webinars, consulting sessions, networking opportunities, and access to a community of professionals.

2. Method of Accepting Services: The MEMBER can accept these services through various means, including verbally, in writing, electronically, or through any other form of communication. Accepting the services in any way is legally binding and signifies the MEMBER's agreement to the terms and conditions set forth by the COMPANY.

3. Binding Terms for Additional Services: Any additional goods or services provided by the COMPANY are subject to the same terms and conditions outlined in this AGREEMENT. The MEMBER's acceptance of these additional services, by any means of communication, is considered acknowledgment and agreement to these terms.

4. Nature of Services: Members agree and understand that services are centered around healthcare business education. These services are designed to enhance healthcare providers' business knowledge and skills.

5. Scope of Services: The services available to the MEMBER are limited to those explicitly listed and described on the COMPANY's website or in official COMPANY communications. The MEMBER is entitled to access and utilize these services per their membership terms.

6. Right to Substitute Services: The COMPANY reserves the right to substitute any services with equal or comparable alternatives in value and nature, should the need arise. Reasons for such substitutions may include but are not limited to, the availability of resources, changes in industry trends, or enhancements in service offerings.

7. Notification of Changes in Services: The COMPANY will endeavor to notify MEMBERS promptly of any significant changes or substitutions in the services offered. This notification may be done through the COMPANY's website, email communications, or other means deemed appropriate by the COMPANY.

Code of Conduct and Membership Rules

1. Professionalism and Respect: Members are expected to maintain high professionalism and respect in all interactions within the EPCH community. This includes communication with other members, COMPANY staff, and during any COMPANY-sponsored events or forums.

2. Ethical Behavior: Members must adhere to ethical standards consistent with the healthcare industry. This includes honesty, integrity, and the maintenance of patient confidentiality where applicable.

3. No Harassment or Discrimination: The COMPANY strictly prohibits harassment or discrimination based on race, gender, sexual orientation, religion, age, disability, or any other protected characteristic. Members are expected to foster an inclusive and welcoming environment.

4. Compliance with Laws and Regulations: Members must comply with all applicable laws and regulations, especially healthcare and business practices.

5. Confidentiality Obligations: Members must uphold confidentiality obligations outlined in the AGREEMENT, particularly concerning sensitive information shared within the EPCH community.

6. Prohibition of Misrepresentation: Members must not misrepresent their qualifications, intentions, or business practices. Falsification of information or deceptive practices are strictly forbidden.

7. Use of Company Resources: Any resources, tools, or information provided by the COMPANY must be used appropriately and only for the intended purposes outlined by the COMPANY.

8. Breach of Code of Conduct: Violation of any aspect of this Code of Conduct may result in disciplinary action, up to and including termination of the membership. The COMPANY reserves the right to determine the severity of the breach and the appropriate action.

9. Procedure for Termination due to Breach: In the event of a breach of the Code of Conduct, the MEMBER will be notified of the violation and may be allowed to respond or rectify the situation, depending on the severity of the breach. If the COMPANY decides to terminate the membership, the MEMBER will be informed of the decision and the reasons for termination.

10. Appeal Process: Members may have the option to appeal a termination decision, subject to the COMPANY's policies and discretion.

Non – Disparagement Clause

1. Dispute Resolution Venue: In the event of a dispute arising between the PARTIES or a grievance by the MEMBER, both parties agree that the only appropriate venue for resolving such disputes is the one identified explicitly in this AGREEMENT.

2. Prohibition of Disparaging Conduct: The PARTIES mutually agree to refrain from any conduct or communication, whether public or private, that is intended to disparage the other. This includes but is not limited to, negative statements made on social media, public forums, or in private conversations that could harm the reputation or professional standing of the other party.

3. Breach for Disparagement: Engaging in disparaging behavior is considered a significant breach of this AGREEMENT. It undermines the mutual respect and professionalism foundational to the relationship between the COMPANY and the MEMBER.

4. Constructive Communication: While the COMPANY encourages open and honest feedback, it emphasizes that any concerns or criticisms should be communicated constructively and through the proper channels outlined in the AGREEMENT rather than disparaging remarks or actions.

5. Legal Implications: Members should be aware that disparaging remarks, especially those that cause reputational damage or financial loss, can have legal repercussions

Member Consent for Recording and Use of Materials

1. Consent to Record: By agreeing to this AGREEMENT, the MEMBER expressly consents to record all aspects of their participation in the MEMBERSHIP. This includes, but is not limited to, video, audio, and digital captures of their involvement in various activities, seminars, and interactions within the MEMBERSHIP framework.

2. Use of Membership Materials: The COMPANY reserves the right to utilize, at its sole discretion, any materials related to the MEMBERSHIP. This encompasses all forms of content, including videos, audio recordings, and any materials submitted by the MEMBER in the context of their MEMBERSHIP. These materials may be used for future lectures, teaching sessions, marketing materials, and to enhance other goods or services provided by the COMPANY.

3. Rights to Member's Likeness: The MEMBER consents to the use of their name, voice, image, and likeness by the COMPANY for various purposes including, but not limited to, future lectures, teaching materials, marketing efforts, and in the development or promotion of other goods or services offered by the COMPANY. This consent is given without any expectation of compensation or remuneration for the MEMBER.

4. Scope of Material Use: The COMPANY's right to use such materials extends to various mediums and formats, including digital and print platforms, social media, and other public-facing materials.

5. Non-Exclusive Rights: The MEMBER acknowledges that the rights granted to the COMPANY are non-exclusive, allowing the MEMBER to use their likeness, voice, and materials for their purposes outside the scope of the AGREEMENT with the COMPANY.

6. Duration of Consent: This consent remains effective for the duration of the MEMBER's involvement with the MEMBERSHIP and continues after that unless otherwise revoked in writing by the MEMBER, subject to any limitations or requirements under the law.

7. No Obligation to Use: While the MEMBER provides consent, the COMPANY is not obligated to utilize the MEMBER's likeness, voice, or materials in any of its activities or materials.

Payment Terms and Conditions

1. Payment Schedule:

The MEMBER agrees to pay the COMPANY the specified fee (the "FEE") as per the payment terms. These terms may be:

1. As outlined on the COMPANY's website, www.empowerpmhnp.com

2.  Detailed communications are provided through the COMPANY's official email, info@empowerpmhnp.com.

3. Under the Payment Schedule and the selected payment plan by the MEMBER.

4. Or as otherwise specified in this AGREEMENT.

1. Subscription and One-Time Payment Options:

The MEMBER may choose from the following payment options:

1. Monthly Subscription for Community Hub: Automatic recurring monthly payments for continued access to the Empower PMHNP Community Hub.Cancellation instructions are provided below.

2. One-Time Payment for Courses: A single payment for lifetime access to the selected courses.

3. One-Time Payment for 1:1 Strategy Session: A single payment for the 90 0r 60 minute personalized session.

1. Cancellation of Monthly Subscription:

   1. To cancel the Monthly Subscription for the Empower PMHNP Community Hub, the MEMBER must:

      1. Cancel via the member portal on the COMPANY's website.

      2. Cancel through their chosen payment processor (PayPal or Stripe).

      3. Send a cancellation request to info@empowerpmhnp.com.

      4. Post-cancellation, the MEMBER retains access to the Community Hub until the end of the current payment period

2. Refund Policy:

   1. Courses (Purchased Individually): Due to the digital nature of the course content and immediate access upon purchase, all individual course sales are final and non-refundable.

   2. Community Hub Membership (Purchased Individually): The MEMBER may request a refund for their initial month's membership fee within 7 days of purchase. After the initial 7 days, the membership fee is non-refundable, but the MEMBER may cancel their subscription at any time to avoid future charges.

   3. 1:1 Strategy Session: The MEMBER may request a full refund for the 1:1 strategy session if the request is made at least 48 hours before the scheduled session. If the request is made less than 48 hours before the session, a 50% refund will be issued. No refunds will be issued after the session has taken place.

   4. EmpowerPMHNP  – Complete Program: We believe in the transformative power of our program. If you diligently follow the PMHNP Mastery Course, actively participate in the Empower PMHNP Community Hub for 2 weeks, and don't see tangible progress toward your private practice goals, we'll refund your investment.  To be eligible for a refund, you must submit a written request outlining your efforts and the lack of progress within 60 days of purchase.  We're committed to your success and stand behind our program's ability to deliver results.

3. Chargebacks and Payment Security:

   1. If the MEMBER provides credit card information for payment, the COMPANY is authorized to charge for any unpaid fees on the agreed dates.

   2. The MEMBER agrees not to initiate chargebacks to the COMPANY's account or cancel the provided credit card without prior written consent from the COMPANY.

   3. The MEMBER will be responsible for any fees incurred by the COMPANY in recouping payment or collection fees related to chargebacks.

   4. Any changes to the credit card information must be communicated to the COMPANY in advance.

Controlling Agreement:

1. Supremacy of Agreement: This AGREEMENT precedes any conflicting provisions in marketing materials or communications from COMPANY's representatives or employees. In the event of a conflict, the terms of this AGREEMENT shall be the controlling authority.

Entire Agreement:

1. Exclusivity and Supersession: This AGREEMENT represents the full and entire understanding between Empower PMHNP Consulting ("COMPANY") and the member ("MEMBER") regarding the subject matter. It supersedes all prior and contemporaneous agreements, negotiations, and understandings, whether oral or written.

2. Modification Requirements: Any modifications to this AGREEMENT must be in writing and signed by both parties. Oral agreements or understandings shall have no effect.

Limitation of Liability:

1. Release of Liability: By enrolling in the MEMBERSHIP, the MEMBER releases the COMPANY, including its officers, employees, directors, and related entities, from all damages that may arise from their participation in the MEMBERSHIP.

2. Acceptance of Risk: The MEMBER acknowledges and accepts all risks, both foreseeable and unforeseeable, associated with their participation in the MEMBERSHIP, which provides healthcare provider business education.

3. Financial Limitation of Liability: If the COMPANY is deemed liable, its liability to the MEMBER or any third party is limited to the lesser of:

   • (a) The total fees paid by the MEMBER to the COMPANY one month before the event causing the liability.

   • (b) 50% of the applicable monthly or annual fee, depending on the MEMBER's membership level.

4. Timeframe for Claims: Any claims against the COMPANY must be filed within 90 days of the first instance of the claim or be forfeited forever.

5. Exclusion of Certain Damages: The COMPANY will not be held liable for any direct, indirect, incidental, special, negligent, consequential, or exemplary damages arising from the use or misuse of the COMPANY's services or MEMBERSHIP enrollment.

6. Assumption of Risk: The MEMBER agrees that the use of the COMPANY's services is at their own risk.

Force Majeure

1. Definition: The COMPANY is not liable for delays or failures in performance resulting from acts beyond its reasonable control. These acts may include, but are not limited to, natural disasters, wars, strikes, government restrictions, pandemics, or other major unforeseen events ("Force Majeure").

2. Notification: In the event of a Force Majeure, the COMPANY will inform the MEMBER as soon as feasible, detailing the nature of the event and its impact on services.

3. Service Adjustment: During a Force Majeure, the COMPANY may modify, suspend, or discontinue services as necessary.

4. Termination Option: If the Force Majeure persists for an extended period, either party may terminate the AGREEMENT with written notice, free of liability.

Termination for Non-Payment or Default

1. Default in Payment: If the MEMBER falls behind in payment obligations as specified in the AGREEMENT, the COMPANY reserves the right to terminate the MEMBERSHIP. Notification of delinquency will be provided, allowing a specified grace period for the MEMBER to rectify the payment default.

2. Consequences of Default: If the MEMBER fails to clear the outstanding dues within the provided grace period, the COMPANY may immediately terminate the MEMBERSHIP. The MEMBER will lose access to all MEMBERSHIP benefits and services upon termination.

3. Notification of Termination: The COMPANY will provide written notice to the MEMBER in case of termination due to non-payment, outlining the reasons and effective date of termination.

4. Reinstatement Post Default: Reinstatement of the MEMBERSHIP after termination for non-payment is at the COMPANY's discretion and may require settlement of all outstanding dues and potentially additional reinstatement fees.

5. Termination for Breach of Agreement: Apart from non-payment, if the MEMBER is found to be in breach of any other terms of the AGREEMENT, the COMPANY reserves the right to terminate the MEMBERSHIP. This includes, but is not limited to, breaches of the Code of Conduct, misuse of services, or violation of confidentiality terms.

6. Procedure for Breach-Related Termination: Termination for a breach other than non-payment will follow a similar notification and grace period process, allowing the MEMBER to remedy the breach. Failure to rectify the breach within the given timeframe will result in termination.

Indemnification

1. Member's Agreement to Indemnify: The MEMBER agrees to indemnify and hold harmless Empower PMHNP Consulting ("COMPANY"), its affiliates, officers, agents, employees, and partners from any claim, demand, loss, liability, or expense, including reasonable attorney's fees, arising out of or related to the MEMBER's use of the COMPANY's services, violation of this AGREEMENT, or infringement by the MEMBER (or any third party using the MEMBER's account) of any intellectual property or other right of any person or entity.

2. Scope of Indemnification: This indemnification covers, but is not limited to, any breach of the terms of this AGREEMENT, any negligent or wrongful act by the MEMBER, and any violation of applicable laws, regulations, or third-party rights.

3. Notification and Cooperation: The COMPANY will promptly notify the MEMBER of any such claim or demand that falls under the scope of this indemnification. The MEMBER agrees to cooperate fully with the COMPANY to defend any such claim. Additionally, the COMPANY reserves the right, at the MEMBER's expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the MEMBER.

4. Limitation of Indemnification: The MEMBER's indemnification obligation does not extend to losses or claims arising from the COMPANY's own negligence or willful misconduct.

Disclaimer of Outcomes and Guarantee

1. Member's Responsibility for Results: The MEMBER acknowledges and agrees that their progress and outcomes from the MEMBERSHIP are entirely their responsibility. The MEMBER understands that their commitment and actions are crucial to their success and acknowledges that the COMPANY has no control over the MEMBER's application of the materials and information provided.

2. No Guarantees by the Company: The COMPANY provides no assurances or guarantees, either verbally or in writing, about the MEMBER's performance under this AGREEMENT beyond those explicitly outlined within it. The COMPANY and its affiliates expressly disclaim any implied warranties, including but not limited to warranties of title, merchantability, and fitness for a particular purpose.

3. Variability of Results: The COMPANY clarifies that the MEMBERSHIP may not meet every MEMBER's specific requirements and that not all MEMBERS may achieve identical results. The COMPANY makes no warranty or guarantee regarding the uniformity of outcomes for all MEMBERS.

Governing Law, Arbitration, Survivability, and Severability

Choice of Law and Venue:

1. Governing Law: This AGREEMENT between Empower PMHNP Consulting ("COMPANY") and the member ("MEMBER") is governed and interpreted per the laws of the State of Virginia, excluding its conflict of law principles.

2. Arbitration: Any disputes arising out of or relating to this AGREEMENT will be submitted to binding arbitration in Henrico, Virginia, under the rules of the American Arbitration Association. This arbitration decision will be binding on both PARTIES and their successors.

3. Legal Fees: In the event of arbitration, the prevailing party has the right to recover all reasonable legal fees from the non-prevailing party to enforce the provisions of this AGREEMENT.

Survivability:

1. Continuing Provisions: Certain provisions of this AGREEMENT will continue to be in effect post-termination. These include ownership rights, non-circumvention, non-disparagement, proprietary rights, confidentiality, and any provisions related to the payment of Fees owed. These provisions are intended to survive the termination of this AGREEMENT for any reason.

Severability:

1. Validity of Provisions: If any part or provision of this AGREEMENT is found invalid or unenforceable, only that specific part or provision will be affected. The invalidity or unenforceability of any single part or provision will not impact the validity or enforceability of the remaining parts or provisions of the AGREEMENT.