MODERN WOMAN MASTERMIND SOCIAL CLUB PARTICIPATION AGREEMENT

Effective date: May 13, 2025  

1. Parties

1.1 Agreement Scope and Acknowledgment. This Online Program Participation Agreement (this “Agreement”) is a legal agreement between you (the “Client”) and Joselyn Martinez Inc. (the “Company”). By clicking on the “I Agree” link and providing the remaining information requested (including payment) required to successfully enroll in the Modern Woman Mastermind Social Club (the “Program”), you agree to the following legal terms and conditions that govern your participation in the Program. As used herein, you, the Client together with the Company, are the “Parties,” and each is a “Party.” In consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

2. Services

2.1 Program Services. The Company agrees to provide the following services to the Client in connection with the Program (the “Services”):

• Four (4) Quarterly Meetings per calendar year

• Access to a private WhatsApp or Telegram group

• Membership in a subscriber-only newsletter

2.2 Program Materials. The Company may also provide the Client with additional electronic or print materials as part of the Services (the “Program Materials”).

2.3 Program Changes. The Company reserves the right to modify the Program schedule, content, or format as necessary to accommodate unforeseen circumstances or to enhance the Program experience. The Client will be notified of any significant changes in advance.

3. Company-Client Relationship

3.1 Client Responsibility. The Client is solely responsible for their own decisions, actions, and results arising out of or resulting from the Services provided by the Company. The Client acknowledges that the Services may involve different areas of life, including work, finances, health, and relationships.

3.2 Services Not Therapy. The Client understands that the Services are not therapy, do not substitute for therapy if needed, and do not prevent, cure, or treat any mental disorder or medical disease. The Client acknowledges that the Services do not involve the diagnosis or treatment of any mental disorders as defined by the American Psychiatric Association and are not a substitute for counseling, psychotherapy, psychoanalysis, mental health care, substance abuse treatment, or other professional advice. The Client is solely responsible for seeking such independent professional guidance as needed, and acknowledges that participation in the Program is entirely voluntary and not a replacement for any licensed professional service.

3.3 Participation Commitment. The Client agrees to actively participate, respect the community, and uphold the values and mission of the Program.

4. Schedule and Fees

4.1 Fee and Effective Date. The one-time fee for lifetime access is either $350 (regular) or $250 (if promotional pricing is offered at time of registration), payable at time of registration. Honorary members may be invited to participate at no cost by Joselyn Martinez Inc. as recognition of past contributions to the Company.

4.2 No Refunds. All payments made by the Client are final, non-refundable, and non-transferable. The Company reserves the sole discretion to deny or approve any refund requests.

4.3 Chargebacks Prohibited.
Client agrees not to initiate any chargebacks with their credit card company or financial institution for any reason. In the event of a billing issue, Client agrees to contact the Company directly at [email protected] to resolve the dispute. Initiating a chargeback will be considered a breach of this Agreement and may result in removal from the Program without refund. The Company reserves the right to dispute any chargebacks and provide this Agreement as evidence of the Client’s acceptance of its terms.

5. Privileged Information and Recordings

5.1 Privileged Communications. Program communications are not legally privileged.

5.2 Use of Recordings. Client consents to the recording of Program events and agrees to the use of recordings for marketing and educational purposes.

5.3 Data Protection.
The Company will store and use personal data in compliance with New York privacy laws, including the New York SHIELD Act (General Business Law §§ 899-aa, 899-bb), and applicable federal privacy laws, including the Federal Trade Commission Act, where applicable. Personal data will only be collected and used for purposes directly related to the Program, including program administration, communication with the Client, and delivery of services. Personal data will not be shared with unauthorized third parties without the Client’s explicit consent, except as required by law. The Company will implement reasonable administrative, technical, and physical safeguards to protect personal data from unauthorized access, disclosure, alteration, or destruction. Client data will be handled in accordance with New York and federal privacy laws.

5.4 Confidentiality. The Client agrees to keep confidential all proprietary information shared during the Program, including but not limited to the Company’s teaching methods, Program Materials, peer conversations, and discussions with other Program participants. The Client shall not share, disclose, or reproduce such information without the Company’s prior written consent. This obligation shall survive the termination of this Agreement. Client agrees to maintain confidentiality of all Program content and peer conversations.

6. Intellectual Property Rights

6.1 Ownership of Program Materials. The Company is and will remain the exclusive owner of all right, title, and interest in all Program Materials and related content (collectively, the “Company Materials”), including any copyrights, trademarks, trade secrets, or other intellectual property rights. Nothing in this Agreement grants the Client any rights, title, or interest in or to the Company Materials, other than a limited, revocable license to use them solely for personal, non-commercial purposes within the scope of the Program. The Client may not copy, reproduce, distribute, republish, display, perform, transmit, or create derivative works from or otherwise exploit any of the Company Materials without the Company’s prior written consent. All Program content is owned exclusively by the Company.

6.2 Moral Rights Waiver. Client waives any moral rights in content shared or co-created within the Program.

6.3 Copyright Enforcement. Company reserves the right to pursue enforcement of its intellectual property rights.

7. Termination

7.1 Termination by Company. Company may terminate a Client’s access to the Program if they violate these terms.

7.2 Proportional Refunds. If the Company terminates the Agreement, a proportional refund will be provided for Program Meetings not held. A proportional refund is based on the fee paid by the Client divided by the total number of scheduled Program Meetings, multiplied by the number of remaining meetings.

7.3 Refund Flexibility. If services cannot be rendered due to issues beyond the Company’s control, the Company may issue refunds or reschedule Program Meetings.

8.1 Limitations on Liability. The Company makes no guarantees, representations, or warranties with respect to the Services. The Client waives any claims for liability against the Company, including claims related to injuries, illnesses, or damages.

8.2 Service Interruptions. Company is not responsible for technological interruptions.

8.3 Indemnification. The Client agrees to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to the Client’s breach of this Agreement or misuse of the Services or Program Materials.

9.1 Notices. Each Party shall deliver all notices, requests, consents, claims, waivers, and other communications under this Agreement (“Notices”) by e-mail addressed to the other Party at the e-mail addresses set forth below (or to such other e-mail address that the receiving Party may designate from time to time in accordance with this Section).

Joselyn Martinez Inc.:
E-mail: [email protected]
Client: To the e-mail address included in the registration form for the Program.

Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving Party has received the Notice and (b) the Party giving the Notice has complied with the requirements of this Section. Should there be a change to the contact information above, both Parties agree to inform the other Party immediately after such changes are made.

9.2 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The Company and the Client consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York, for resolving any disputes arising out of or relating to this Agreement.

9.3 Dispute Resolution and Attorneys’ Fees. If a dispute arises out of or relating to this Agreement that cannot be resolved by mutual consent, the Parties agree to attempt to mediate the dispute in good faith for up to three (3) days after notice is given by one Party to the other. If the dispute remains unresolved after mediation, the prevailing Party in any resulting legal action shall be entitled to recover reasonable attorneys’ fees and court costs from the non-prevailing Party. The mediation will take place in New York County, New York, or virtually via video conference, as agreed by both parties.

9.4 Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

9.5 Waiver. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

9.6 Force Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any provision of this Agreement when and to the extent such failure or delay is caused by or results from acts beyond the affected Party’s reasonable control. Such acts include, but are not limited to:
(a) acts of God;
(b) flood, fire, earthquake, or explosion;
(c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest;
(d) government order or law;
(e) actions, embargoes, or blockades in effect on or after the date of this Agreement;
(f) actions by any governmental authority;
(g) epidemic or pandemic; and
(h) national or regional emergencies.

The Party experiencing such an event shall use reasonable efforts to notify the other Party within two (2) days of the event and work together in good faith to arrange substitute Program Meetings or otherwise mitigate the impact of the event.

9.7 Assignment. This Agreement may not be assigned by the Client, in whole or in part, without the prior written consent of the Company. Any such assignment or attempted assignment without consent shall be null and void. Subject to the foregoing, this Agreement shall be binding upon the Parties and their respective successors and permitted assigns.

9.8 Headings. Headings used throughout this Agreement are for administrative convenience only and will be disregarded for the purposes of construing and enforcing this Agreement.

9.9 Entire Agreement. This Agreement expresses the final, complete, and exclusive agreement between the Company and the Client and supersedes any prior or contemporaneous agreements, understandings, or communications between the Parties relating to the same subject matter. This Agreement may only be amended by a written agreement signed by both Parties.

Please confirm that you have read and understood the terms of this Agreement by clicking the “I Agree” button below. On behalf of the Company, I look forward to your participation in the Program.

Joselyn Martinez

JoselynMartinez Inc.