Club 28 Participation Agreement

IMPORTANT! THIS PARTICIPATION AGREEMENT GOVERNS YOUR ENGAGEMENT AS A MEMBER IN CLUB 28, WHICH IS PROVIDED BY OUR COMPANY. BY PARTICIPATING IN CLUB 28, INCLUDING BUT NOT LIMITED TO CALLS OR EMAILS WITH CHRIS GUERRIERO, YOU ARE INDICATING YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THE TERMS IN THIS AGREEMENT. THESE TERMS ARE SUBJECT TO CHANGE BY OUR COMPANY AT ANY TIME IN ITS DISCRETION. YOUR PARTICIPATION IN CLUB 28 AFTER SUCH CHANGES ARE IMPLEMENTED CONSTITUTES YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THE CHANGES. PLEASE CONSULT THESE TERMS REGULARLY.

Club 28 is owned and operated by Total Online Media, LLC. Your consulting and this agreement is between Total Online Media, LLC (“TOM”) and , Inc (“You”/”Your”) for consulting services (“The Program”) on the following basis:

To Start

1. During the full term of The Program your coach will be Chris Guerriero (“Chris”).

2. To be eligible for The Program, You will submit payment for your first month prior to your first consulting call.

3. If your first consulting call is not yet scheduled, then within seven (7) days of making your first payment, You must contact the TOM office and set a date and time (via email to Emily Waters at: Ewaters@ChrisGuerriero.com) for Chris to conduct with You, by phone or Skype, Your first one (1) hour consulting session which will mark the start of The Program. Your first consulting session must be completed within the fourteen (14) days of making your first payment. You must appear in the manner agreed upon, on the date and time selected. If You do not timely arrange Your first consulting session with Chris or fail to appear for it upon the selected date and time, Chris will not be in a position to consult with and/or help You.

The Program

4. During Your first session, Chris will provide You with an initial strategy. You and Chris agree the initial strategy will be based on the accuracy of the information You provided during Your first session. Chris will verbally provide You with key short and long term leverage points [Leverage points refer to the concepts, ideas, strategies, tactics, innovations, programs, projects, techniques, recommendations, and instructions provided to You by Chris, which are collectively referred to in this agreement as "Chris' Strategies."] The short term leverage points will outline things You can undertake for immediate benefits. The long term leverage points will outline steps You can undertake for new and/or sustained benefits. [You and Chris agree that Chris has the right to record, by audio and/or video means, all phone calls and meetings between You and Chris in order to accurately, completely and permanently record all of Chris' Strategies developed and relayed during the meetings between You and Chris. Of course, You have the right to record any phone call or meeting between You and Chris, however You agree that those recording will never be sold, shared, transmitted, or given away to anyone, at any time, for any reason unless written permission is first granted by Chris and/or TOM. Chris has the right to request a copy, of any recording You make of any phone call or meeting between You and Chris, and You agree to provide Chris access to such within ten (10) days of receiving the request.

5. Every week after Your first consulting session, Chris will personally spend up to one (1) hour working on Your business/profession on the phone. This designated time encompasses and includes, but is not limited to, any time Chris spends speaking with You; Chris spends talking to any of Your agents, employees, representatives and vendors at Your request; Chris spends negotiating on Your behalf at Your request; Chris spends consulting with others regarding Your business/profession at Your request, etc.

6. You understand that Your consulting calls will begin exactly on time, and You agree to show up at the agreed upon start time for each call. All efforts will be made to help if you need to reschedule a call assuming that call can be re-scheduled within 7 days. If You are not on a call ‘on time’, Chris will hang up and call back within 5 minutes of the agreed upon start time. If You are again not on the line, You forfeit that call.

7. Every week after Your first consulting session, Chris will personally spend up to one (1) hour working on Your business/profession. This designated time encompasses and includes, but is not limited to, any time Chris spends emailing You or any of Your agents, employees, representatives and vendors; Chris spends negotiating on Your behalf via email; Chris spends consulting with others regarding Your business/profession via email, Chris spends performing research on Your behalf; Chris spends developing concepts, strategies, ideas and tactics on Your behalf; etc.

Goals of the Program

8. Find out what You and Your business/profession are doing right, and do it more and/or more continuously.

9. Find out what You and Your business/profession are doing wrong in order to stop or correct it quickly.

10. Find out what You and Your business/profession are not doing but should be doing in order to improve Your results, and show you how to systematically test and integrate these procedures or strategies into Your business or profession.

11. Test new ideas, innovations, concepts, strategies and tactics in pursuit of real "breakthroughs." This may encompass products, seminars, text, audio and/or video marketing, software development, product roll-outs, joint venture deals, as well as concepts, positioning, alterations, risk reversals, repackaging of goods/services, business acquisitions, business negotiations, etc.

Payments After the Start of The Program

12. Once You have committed to The Program and paid the first month program fee of $10,000 ($25,000 for Club 28 Elite members), You will pay to TOM the monthly program fee of $10,000 ($25,000 for Club 28 Elite members), which will automatically be charged on, or about 30 days after Your first payment.

Cancellations

13. This consulting program is a month-to-month consulting program. You may cancel this relationship any time by written letter or email after making sure that TOM has received your request. Upon cancellation, no future fee’s will be billed, no past fee’s will be refunded, and all material, strategies, and recordings may continue to be used by You under the guidelines in this agreement.

Failure to Perform

17. If You fail to perform as required by this agreement, You will receive from Chris, at Chris' option, a written notice of default which will delineate why You are in default. You will have ten (10) days from the date written notice of default is sent to You to cure Your default. If You do not cure Your default within the ten (10) day time period, Chris can cancel this agreement, at his sole option.

Ownership of Concepts, Ideas, Etc.

18. You and Chris warrant and agree that all concepts, tactics, ideas, strategies, innovations, programs, and recommendations conveyed to You by Chris, including any and all recordings made of Your consulting sessions, are considered proprietary material which belongs solely and wholly to Chris. However, if You have complied with all obligations on Your part under this agreement, including the payment of all moneys due, then You own a non-exclusive license to use internally for Your business only, Chris' Strategies conveyed or provided to You. This non-exclusive license DOES NOT ALLOW or permit You or Your business or profession to convey, assign, provide, sell, give away or transfer to any other person or entity any of Chris' Strategies, including but not limited to Intellectual Property shared with You during this relationship.

Professional Advice

19. You understand that this consulting is not to be used as a substitute for professional advice by legal, accounting/tax, financial, business, or other qualified professionals. You acknowledge that all decisions in the areas of legal, accounting/tax, financial, business, or other matters are exclusively Yours and that Your actions are Your sole responsibility. You agree to seek independent professional guidance whenever necessary.

20. You understand that it is not the purpose of, or the duty of TOM and/or Chris to teach financial safety, nor is it the function for TOM or Chris to serve as guardian of Your assets. You agree to use the ideas, innovations, concepts, strategies and tactics You learn from Chris only as a guideline and You agree to assume all risk resulting from the application of any of the information provided by TOM and/or Chris.

No Guarantees

21. You understand that TOM and Chris make no guarantee that You will reach Your goal while working with Chris, and that Your relationship with TOM and Chris is strictly for general educational purposes and brainstorming. It is up to You to utilize the ideas, innovations, concepts, strategies and tactics that Chris suggests, and to make all pertinent modifications to make them work for You and Your business/profession.

Understanding of Agreement

22. You warrant, acknowledge and represent You have read this Participation Agreement thoroughly and understand that it spells out the entire agreement regarding The Program, and all of the obligations You and TOM have to each other with regard to The Program. You acknowledge and agree this agreement can only be modified or changed by a written agreement signed by both You and TOM.

You further state that You are of lawful age and legally competent to enter into this Participation Agreement and release, that You understand the terms herein are contractual and not a mere recital; and that any fees associated with The Program do not cause a financial hardship. You are Your own free agent. By making your first payment and taking part in Your calls with Chris, You affirm that you fully understand the above release and are willing to comply in full to its contents.