BUILDING BLOCKS COHORT TERMS OF SERVICE

AS OF JULY 7, 2025

PLEASE READ THESE TERMS AND INDICATE YOUR ACCEPTANCE BY CLICKING THE “I AGREE” BUTTON.  ACCEPTANCE OF THESE TERMS MEANS THAT YOU ARE BOUND BY THE TERMS AND ANY AMENDMENTS THERETO AFTER THIS DATE.

            These Cohort Terms of Service (the “Terms”) govern the Building Blocks Program (the “Program”) offered by Jessica Lackey, LLC, d/b/a Deeper Foundations, a North Carolina limited liability company whose principal place of business is 1235 East Blvd., Suite E #856, Charlotte, NC 28203 (“Consultant”), to you as a participant in the Program (“Member” or “you”).  If you do not agree to these Terms, you shall not join or access the Program. 

1.              Duties of Consultant. 

1.1           Services.  Consultant agrees to provide the following Services to you:

a.              One (1) months of structured curriculum;

b.              Weekly live course discussion and implementation workshops;

c.              Weekly planning sessions;

d.              Templates and frameworks for each module;

e.              Access to the private community website;

1.2           Privacy.  Consultant shall not disclose to third parties any personal information which you forward to Consultant through the Program.  This personal information shall be used solely by Consultant for the purposes of billing, advertising, notifying Members of any changes to these Terms, the Program, or any other purpose which Consultant deems necessary to carry out its duties under these Terms.

1.3           Unauthorized Access.  Access to the platform hosting the Program is provided through a third-party system.  In the event that you determine that another party has improperly gained access to your password and/or username or wrongfully accessed the Private Community using your password and/or username, you must contact the third-party system to determine next steps.  Providing your username and password to any other party constitutes a breach of these Terms, and Consultant reserves the right to terminate pursuant to Section 7 below. 

2.              Duties of Member

2.1           Payment.  In full and complete consideration for performing the Services and Consultant’s other obligations under these Terms, you shall pay a total of $300, which is paid in full.  You must provide the required payment information via Consultant’s website.

2.2           Rules and Regulations.  You agree to abide by any rules or regulations that Consultant might adopt and publish with respect to conduct of Members, which rules and regulations are hereby incorporated into these Terms by this reference (as amended from time to time).  You shall be obligated to continuously check the Private Community for any changes in such rules or regulations.  Without limiting the generality of the foregoing, you agree that you shall not post any of the following material or information to the Private Community:

a.              Material copyrighted by others;

b.              Material or statements which contain vulgar, obscene, or indecent statements or graphical images;

c.              Defamatory or abusive statements;

d.              Statements which threaten the person of others;

e.              Advertising or other forms of solicitation;

f.               Statements which are bigoted, hateful, racially offensive, or which endorse or advocate illegal or immoral activity.

            Consultant reserves the right to remove any statements that violate this Section 2.2 or any other rules and regulations governing conduct on the Private Community.  Consultant reserves the right to terminate your membership in the Program should you violate such rules and regulations.

            CONSULTANT DOES NOT HOLD ITSELF OUT AS A “CENSOR” OR “MONITOR” AND DOES NOT MONITOR CONTENT POSTED BY MEMBERS.  CONSULTANT DISCLAIMS ALL RESPONSIBILITY FOR ANY CONTENT POSTED BY MEMBERS ON THE PRIVATE COMMUNITY.  CONSULTANT SHALL INVESTIGATE ANY ALLEGATIONS OF A VIOLATION OF THESE RULES.

2.3           Information Entry.  You shall enter and forward to Consultant truthful and factually accurate information regarding yourself and your business.  You shall provide credit card information that Consultant shall use according to Section 2.1 above.  You shall be prompted to enter the following information after indicating acceptance to these Terms:

a.              your first and last names;

b.              your business name;

c.              your mailing address;

d.              your credit card information, including billing address;

e.              your telephone number;

f.               your email address; and

g.              your desired password and username.

            You shall be prompted to enter voluntary information that shall be used solely for the purposes of determining the profiles of Members.  This information shall not be forwarded to any third parties as described in Section 1.2 above.

2.4           Availability of Private Community.  You recognize that the traffic of data through the Internet may cause delays during the download of information from the Private Community and shall not hold Consultant liable for delays that are ordinary in the course of Internet use.  You recognize the Private Community shall not be available on a continual twenty-four (24) hour basis due to such delays and due to delays caused by Consultant’s upgrading, modification, or standard maintenance of the Private Community.

3.              Independent Contractor Relationship

3.1           Consultant agrees to perform the Services solely as an independent contractor.  You and Consultant recognize that these Terms do not create any actual, implied, or apparent agency, partnership, franchise, or relationship of employer and employee between the parties.  Consultant is in no way whatsoever authorized to enter into or commit you to any agreements.  Consultant shall not represent itself as your agent or legal representative at any time. 

3.2           Consultant agrees and understands that Consultant is entirely responsible for any state, federal, local, or Social Security tax liabilities or any other insurance or cost which may be incurred or earned as result of these Terms.  You shall not be liable for any taxes, or unemployment, health, dental, liability, Worker’s Compensation (unless required by law), or other type of insurance for or on behalf of Consultant. 

4.              Representations of the Parties.  Each party agrees that the covenants in Sections 5 and 6 of these Terms are reasonable and necessary to protect the other party’s legitimate business interests and its clients, prospective clients, and/or vendor relationships, and Confidential Information, as defined in Section 5.  Due to the parties’ relationship, either party engaging in any activity that may breach these Terms will cause the other party great, immediate, and irreparable harm.  In the event of a breach of these sections, the non-breaching party shall be entitled to injunctive relief against the threatened or actual breach of these Terms without the necessity of proving actual damages. 

5.              Confidentiality/Nondisclosure.  For the purposes of these Terms, “Confidential Information” means all information and know-how, whether or not in writing, relating to the disclosing party’s financial information, information regarding product or service plans or roadmaps, analysis of the products or services, customer lists, marketing plans, methods of production, strategies, forecasts, identities and qualifications of key personnel, technical information, source and object code, programs, drawings, ideas, discoveries, trade secrets, unpublished patent applications and other confidential intellectual property, information regarding inventions or business methods, notes, analyses, compilations, reports, studies, samples, data, statistics, summaries, interpretations, and other materials prepared by or for the disclosing party that contain or derive from the foregoing, and any other information that would reasonably be considered non-public, confidential, or proprietary given the nature of the information and the parties’ businesses. 

5.1           Exclusions and Limitations.  Notwithstanding anything to the contrary contained in the foregoing, Confidential Information shall not include information that (i) has become public knowledge through legal means without fault of the receiving party, (ii) is already public knowledge prior to the disclosing party’s disclosure of the same to the receiving party, or (iii) is known to the other party prior to the disclosing party’s disclosure of the same pursuant to these Terms. 

5.2           Obligations.  Each party agrees that during the term of these Terms and indefinitely thereafter following the termination of these Terms for any reason, such party shall not directly or indirectly divulge or make use of any Confidential Information outside of the parties’ relationship (so long as the information remains confidential) without the prior written consent of the other party. 

6.              Intellectual Property. 

6.1           Ownership.  Consultant has the sole and exclusive right, title, and interest in and to all ideas, designs, creations, concepts, techniques, inventions, discoveries, works of authorship, and improvements thereto and physical manifestations thereof (whether or not patentable or copyrightable) that are acquired, conceived, created, developed, or reduced to practice in whole or in part by Consultant (either alone or with others) and provided in the Program (collectively, “Intellectual Property”). 

6.2           Limited License.  Consultant agrees to license the Intellectual Property to you for your internal use only.  You shall have no right to copy, display, or distribute the Intellectual Property outside of your organization.  You shall have no right to modify, sell, or sublicense the Intellectual Property. 

7.              Term and Termination.  These Terms shall be effective from the date you accept through the end of the Program (the “Term”), unless terminated as follows:

7.1           These Terms may be terminated:

a.           by either party upon five (5) days prior written notice if the other party breaches or is in default of any obligation hereunder and such default has not been cured within such five (5) day period.  Consultant shall provide a partial or full refund if terminated based on Consultant’s breach. 

7.2           Other than as specified above, you shall remain responsible for the full amount due under Section 2.1 above regardless of your participation in the Program. 

7.3           Following the end of the Program, you will have continued access to the Program content library while the Program is hosted on the current platform.  You will not have access to any events.  Should you fail to pay the full amount due, your access to the Program content library shall be terminated automatically. 

7.4           Neither party shall be liable or deemed to be in default for any delay or failure in performance under these Terms resulting from causes beyond the control of such party.

8.              Limitation of Liability.  THE SERVICES PROVIDED BY CONSULTANT ARE PROVIDED AS IS, WITHOUT WARRANTY OF ANY KIND TO YOU OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, EFFORT TO ACHIEVE PURPOSE, QUALITY, ACCURACY, NON-INFRINGEMENT, QUIET ENJOYMENT, AND TITLE.  YOU AGREE THAT ANY EFFORTS BY CONSULTANT TO MODIFY ITS GOODS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT ANY CONSULTANT WARRANTIES SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

            YOU FURTHER AGREE THAT CONSULTANT SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF CONSULTANT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS GROSSLY NEGLIGENT.

            Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to you.  In such jurisdictions, Consultant’s liability is limited to the greatest extent permitted by law.

9.              General Provisions. 

9.1           Governing Law.  The parties agree and acknowledge that all provisions of these Terms shall be governed by and construed in accordance with the laws of the State of North Carolina exclusively and without reference to principles of conflict of laws.  Any action regarding these Terms shall be heard in the courts of Mecklenburg County, North Carolina. 

9.2           Construction of Agreement.  The covenants contained herein shall be presumed to be enforceable, and any reading causing unenforceability shall yield to a construction permitting enforcement.  If any single covenant or clause shall be found unenforceable, it shall be severed and the remaining covenants and clauses enforced in accordance with the tenor of the Terms.  In the event a court of competent jurisdiction should determine not to enforce a covenant as written due to overbreadth, the parties specifically agree that said covenant shall be modified and enforced to the extent reasonable, whether said modifications are in time, territory, or scope of prohibited activities.

9.3           Entire Agreement.  These Terms represent the entire understanding between the parties on the matters addressed herein and may not be modified, changed, or altered other than in writing signed by both parties. 

9.4           Indemnification.  Consultant shall not undertake to resolve any disputes or litigation on your behalf involving use of the Services described herein, and you agree that you shall indemnify, hold Consultant harmless, and defend Consultant against any disputes involving use of the Program.

10.           Knowing Consent and Authority to Consent.  The parties knowingly and expressly consent to the foregoing terms and conditions.  Each party is authorized to enter into these Terms on behalf of its respective party.