HELLO SEVEN INCUBATOR Participation Agreement

Subscription Agreement

THIS PARTICIPATION AGREEMENT is entered into by the undersigned participant (“Participant” or “You”) and Rodgers Collective Inc. d/b/a Hello Seven (the “Company” or “We”). This Agreement may refer to Participant and the Company individually as a “party” or collectively as the “parties.” THE PARTIES AGREE AS FOLLOWS:

-NOTICE-

By participating in the Hello Seven Incubator program (the “Program”) and signing this Agreement you are agreeing to the following terms and conditions. Please read this Agreement carefully before accessing or using proprietary materials which includes any written, audio, or visual presentations or documents associated with the Program.

If you do not understand or do not accept this Agreement, please do not access any of the Company’s proprietary materials and immediately contact us at info@helloseven.co.

1. Program Scope. By enrolling in the Hello Seven Incubator program, Participant shall have access to the following services (“Services”):

One Online Orientation Session
Bi-Weekly Growth Scale Training & Coaching with Your Squad
Eight Key Business Projects Over the Course of the Year
Weekly Office Hours
Monthly Video Lessons (Virtual, Asynchronous)
2-Day Intensive (In-Person, Live)
Two 30-Minute 1:1 Calls with a Hello Seven Coach

The Company reserves the right to make non-material alterations to the Services as the need may arise and pursuant to its sole discretion.

The Hello Seven Incubator Program services outlined above are hereafter referred to as “the Services” or “Program.”

The Services must be utilized during the 12-month duration of the Program.

Any additional services provided by Company to Client may require additional fees to be discussed and agreed upon by the parties.

2. TERM & RENEWAL.

The term (“Term”) of this Agreement shall be the approximately 12 month period beginning on the start date of the Program and ending at the conclusion of the Program. At the end of the Term, this Agreement will automatically terminate. Certain obligations created under this Agreement during the Term shall survive the termination of the Agreement.

3. PAYMENT

Participant shall pay the Company in exchange for Participant’s participation in the Program pursuant to one of the following plans:

Plan 1: Pay a full Program Fee of USD $25,000.00 in one installment or in multiple installments within 30 days of the time of enrollment. Enrollment starts with payment of the first installment.

Plan 2: Pay a Program Fee of USD $30,000.00 in monthly installments directly to Hello Seven. The first installment is due at the time of enrollment. The remaining installments are due each month through Feb 2025.

You understand that this is not a monthly fee. Instead, this is an installment plan spreading out the payment of the full Program fee, and any mid-Program cancellation by you does not relieve you of the obligation to pay the Program fee in full.

Late Payment Fee. If any fee outlined in this Agreement remains unpaid after the fifth business day following its due date, Hello Seven reserves the right to assess a penalty fee of ten percent (10%) of the payment due at its own discretion. We reserve the right to restrict your access to the Services, or terminate your participation in the Services unless and until all outstanding program fees and assessed penalties are paid in full. If your Program fees remain unpaid 30 days after the initial due date, your account will be referred to our collections agency.
Financing. In select cases, Hello Seven may offer financing options. If you receive financing through a third party provider, you will be subject to its terms and conditions. Hello Seven will not be liable for any loss or damage to you that arises out of or results from an action by the third party. If you receive financing through Hello Seven, you understand that it is not a monthly fee. Instead it is an installment plan spreading out the payment of the full Program fee and any mid-Program cancellation by you does not relieve you of the obligation to pay the entire amount in full.

In all cases, Hello Seven reserves the right to cancel your participation in the Program and/or demand payment of the total balance if you fail to make any payment within five business days of such payment’s due date.

Payment Security and Chargebacks. To the extent that Participant provides the Company with credit card information for payment, the Company is authorized to charge Participant’s credit card for any unpaid charges on the dates set forth herein. If Participant uses an installment option to make payments to the Company, the Company is authorized to make all charges at the time they are due and not require separate authorization to do so. Participant shall not make any chargebacks to the Company’s account or cancel the credit card number that is provided as security without the Company’s prior written consent. Participant is responsible for any fees associated with recouping payment on chargebacks and any collection fees associated therewith. Participant shall not change any of the credit card information provided to Company without notifying Company in advance. If the credit card on file is lost, stolen, or otherwise replaced, Participant will provide updated card information to the Company as soon as possible.

4. PARTICIPANT ACKNOWLEDGMENTS.

Personal Effort. You understand that your success in the program is dependent upon your level of participation in the Services. To get the most out of the Service, you must also work to implement the tools and strategies learned throughout the Service and make considerable efforts toward your own business development. You are responsible for requesting support from us when needed.

No Discrimination. The Hello Seven coaching team is a diverse group of coaches, most of whom are Black women or women of color. You attest that you welcome the opportunity to be coached, led, and directed by a diverse group of coaches.

Community Guidelines. You acknowledge that you have been provided with or given access to the Hello Seven Community Guidelines and support such requirements and agree to abide by these standards while operating in and/or representing the Hello Seven community.

Staffing Discretion. You understand that you will be coached by experts and advisors from the Hello Seven Coaching Team and/or its guest partners and acknowledge that the Company shall staff all sessions and coaching positions pursuant to its own discretion and does not guarantee the participation or availability of any specific coach in any specific session or in the Program.

Cancellation and No Refunds. You understand and acknowledge that by accepting your application to participate in the Program, Hello Seven forgoes the opportunity to admit another applicant to the Program. Furthermore, Hello Seven carefully selects its Participants and considers group participation and team camaraderie to be an integral part of all of its programs. Accordingly, while you may cancel your enrollment in the Program at any time for any reason by providing written Notice to us at info@helloseven.co, Hello Seven will offer no full or partial refund, and your cancellation of this Agreement will not extinguish your obligation to pay the full Program Fee. If we cancel this Agreement for a reason other than Force Majeure (as defined below) or your breach of Hello Seven’s Community Guidelines, we may provide a prorated refund of the Experience Fee to be calculated based on the time in the program. Except as expressly provided for in this Agreement, we will provide no partial or full refunds for any reason.

No Attorney-Client Relationship. You understand that participation in the Program does not amount to an attorney-client relationship between you and us, our employees, or contractors, unless we enter into a separate written agreement with you for legal services. You understand that, with respect to the program, Company’s founder, employees and contractors are not acting in their capacity as attorneys and no statements or information made by Company’s founder, employees and contractors shall be construed as legal advice. You further understand that, although legal information may be communicated to you during the Services, such information is not legal advice. Your reliance on such information is at your own risk and the Company recommends that you make legal decisions only under the counsel of retained legal counsel.

No Guarantees. The Company does not guarantee any outcome of the Services and comments or statements the Company may have made about the outcome of participation in the Program is an expression of general opinion only. We make no guarantees other than that the Services described in Paragraph 1 shall be provided to you in accordance with this Agreement. You acknowledge that we cannot guarantee any results of the Services, as such outcomes are based on subjective factors (including, but not limited to, your participation) that cannot be controlled by us.

Terms and Conditions. You have read and agreed to the Company’s Terms and Conditions.

5. CONFIDENTIALITY & NON-DISCLOSURE.

Confidential Information. Participant acknowledges that they will have access to Company confidential information, including but not limited to copyrighted material, training models and methods, and other intellectual property (“Confidential Information”). Participant acknowledges that:

1. The Company has invested, and continues to invest, substantial time, expense and specialized knowledge in developing its Confidential Information;
2. The Confidential Information provides the Company with a competitive advantage over others in the marketplace; and
3. The Company would be irreparably harmed if the Confidential Information were disclosed to competitors or made available to the public.
Participant Information. Client agrees to keep confidential any Confidential Information, shared by fellow participants in the Program (herein referred to as “Participants”). Any Confidential Information shared by Participants is confidential, Proprietary, and belongs solely and exclusively to the Participant who discloses it. Client agrees not to disclose, reveal or make use of any Confidential Information or any transactions, during discussions, on the Facebook group or otherwise. Client agrees not to use such Confidential Information in any manner other than in discussion with other Participants during the Program. Confidential Information shall not include information rightfully obtained from a third party. Client will keep Participants’ Confidential Information in strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, loss and theft.
Non-Disparagement. Client shall, during and after the participation in the Program refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding Company, or any of Company’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law. (e) Violations of Confidentiality: Client agrees that if Client violates or displays any likelihood of violating this paragraph 12 the Company and/or the other Program Participant(s) will be entitled to injunctive relief to prohibit any such confidentiality violations to protect against the harm of such violations.
Non-Disclosure Agreement. Participant will not disclose or use any Confidential Information for commercial or proprietary advantage or profit without prior written consent from the Company. The requirement to protect Confidential Information or Proprietary Information disclosed under this Agreement shall survive termination of this Agreement.
Disclosure Exceptions. Nothing contained in this Agreement prevents Participant from disclosing Confidential Information when ordered to do so by any entity having legal authority over Participant or pursuant to subpoena, interrogatories, or other discovery requests. Participant shall provide timely Notice to the Company of any such requests.

6. NO GUARANTEE.

We cannot guarantee the outcome of the Services and our comments about the outcome are expressions of opinion only. We make no guarantees other than that the Services described in Paragraph 1 shall be provided to you in accordance with this Agreement. You acknowledge that we cannot guarantee any results of the Services as such outcomes are based on subjective factors (including, but not limited to, your participation) that cannot be controlled by us. Hello Seven offers no refunds of any kind.

7. RELEASES.

Release of Liability. Participant waives, releases, and discharges the Company and its directors, officers, employees, representatives, and agents, from any liability, including but not limited to, liability arising from the negligence or fault of the persons released, for any death, disability, illness, personal injury, property damage, property loss, or actions of any kind which may occur to Participant during the in-person portion of the Program. Participant indemnifies, holds harmless, and promises not to sue the Company or released persons from all liabilities or claims made because of participation in the Program, whether caused by negligence or otherwise.
Photo and Video Release. By participating in the Program, Participant understands that portions of the Program may be recorded in video and audio and/or captured in still and/or digital photographs by the Company. Participant agrees that the Company and its assigns have the right and permission to use such recordings and photographs for any purpose without further compensation, permission, or notification to Participant.

8. GENERAL PROVISIONS.

Terms and Conditions. The Terms & Conditions set forth on the Company website shall apply to the extent that such Terms & Conditions concern the Program or general interactions with the Company. Such Terms may be amended from time to time and are effective upon publishing on the Website. Where the Terms & Conditions contradict a provision expressly set forth in this Agreement, this Agreement shall govern.
Amendment. Except as provided for in this Agreement, no amendment, change or modification of this Agreement will be valid unless in writing signed by the parties.
Force Majeure. The Company shall not be liable for any costs, loss, or damages due to delay or nonperformance under this Agreement arising out of causes beyond the Company’s control which are results of acts of God, governmental action, war, invasion, natural disaster, outbreak or pandemic, or widespread wireless communication, internet, or power failure. A party seeking relief under this provision shall deliver written notice of the relevant force majeure event, the party’s reasonable attempts to mitigate damages or the absence of such options, and the party’s subsequent intention to invoke this provision for relief.
Notices. Any Notice made pursuant to this Agreement shall be complete when directed to the parties as follows:
If to Hello Seven – info@helloseven.co
If to Participant, to the email address Participant provided upon enrolling in the Program
Governing Law & Venue. The laws of the State of North Carolina, without reference to conflict of law provisions, will govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties. Any dispute arising in connection with this Agreement will be brought in a state or federal court located in Mecklenburg County, North Carolina. The parties consent to the jurisdiction of such courts, and of the appropriate appellate courts, in any such suit, action or proceeding and waive any claim of forum non conveniens.
Severability. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement will nevertheless remain in full force and effect.
Attorney’s Fee. In any action at law or equity to enforce this Agreement or the rights of either of the parties, the prevailing party in such action or suit shall be entitled to receive a reasonable sum for its attorney’s fees and all other reasonable costs and expenses incurred in such action or suit.
Entire Agreement. This Agreement, and any document incorporated by reference herein, constitutes the entire understanding and agreement of the Parties. All prior agreements, understandings, and representations are terminated in their entirety and are of no force or effect.