FACILITY FOUNDERS LLC

TERMS OF SERVICE AND SERVICE AGREEMENT

Facility Founders Academy

Clickwrap Acceptance by Payment and Digital Access

Effective Date
The Effective Date is the earliest date that you submit any payment, receive any login credentials, access any Academy material, or enter any Company community or platform.

Company
Facility Founders LLC, a Wyoming limited liability company.

Client
You, the individual purchaser, and any business you represent.

1. Acceptance of Terms and Binding Agreement

1.1 Legally Binding Contract

This Agreement is a legally binding contract between the Client and the Company. By taking any Acceptance Action described in this Section 1, the Client forms a valid, enforceable agreement with the Company that governs the Client’s purchase of and participation in Facility Founders Academy. The Client agrees this Agreement is supported by adequate consideration, including the Company’s grant of Access to Course Material, systems, tools, training, and community resources, and the Client’s payment and compliance obligations.

The Client agrees that this Agreement applies to the Client’s use of any Company services, resources, platforms, communications, and materials related to Facility Founders Academy, whether accessed directly through the Company, through a third-party platform used by the Company, or through any device or location used by the Client.

The Client agrees that the Client’s obligations under this Agreement begin immediately upon acceptance and continue through the applicable term and any survival period stated in this Agreement.

1.2 Actions That Constitute Acceptance

The Client agrees that the Client accepts this Agreement and is legally bound by it if the Client takes any of the following actions. Each action is an independent method of acceptance and creates a binding contract between the Client and the Company.

Payment Acceptance
The Client submits payment in any amount for Facility Founders Academy, including a deposit, down payment, partial payment, installment payment, subscription payment, renewal payment, or any other payment associated with enrollment or continued access.

Checkbox and Digital Assent Acceptance
The Client checks any required box indicating acceptance at checkout, on an enrollment page, in a form, or within any portal flow, or the Client clicks any button or link that indicates agreement, including “I Agree,” “Enroll,” “Join,” “Submit,” “Complete Purchase,” or similar language.

Access and Attempted Access Acceptance
The Client accesses or attempts to access the Academy portal, Course Material, tools, templates, frameworks, recordings, downloads, or resources. Attempted access includes accessing a login page, using credentials, resetting a password, opening gated materials, or joining restricted channels where Course Material or support is delivered.

Community Acceptance
The Client joins or accesses any Company community platform used to distribute Academy support, resources, or communications. This includes joining the community, viewing content, posting, messaging, downloading files, or reading communications in any client-only space.

Participation Acceptance
The Client books, attends, or participates in any Academy-related call, session, onboarding, meeting, training, live event, or communication channel, whether group or private, regardless of whether the Client actively speaks or merely attends.

Receipt or Use Acceptance
The Client receives, uses, views, opens, or applies any Course Material or Company guidance, including any document, template, worksheet, framework, plan, spreadsheet, recording, or message delivered in connection with Facility Founders Academy.

No Benefit Without Agreement
The Client agrees that the Client may not accept the benefits of Facility Founders Academy while rejecting any portion of this Agreement. If the Client does not agree to all terms, the Client must not complete payment, must not access the portal or Course Material, must not join any community, and must not participate in any call or communication.

Separate Acceptance for Each Transaction
If the Client makes multiple payments or purchases in separate transactions related to Facility Founders Academy, each transaction constitutes separate reaffirmation of acceptance of this Agreement.

1.3 Opportunity to Review and Seek Counsel

The Client acknowledges that prior to acceptance the Client had a reasonable opportunity to read and review this Agreement, to ask questions, and to seek independent legal counsel. The Client acknowledges that the Company is not providing legal advice and is not acting as the Client’s attorney.

The Client agrees that the Client’s decision to proceed with payment or access constitutes confirmation that the Client understands and accepts the terms. The Client waives any claim that the Agreement is unenforceable due to failure to read it, failure to understand it, lack of time to review, or lack of legal counsel.

The Client acknowledges that the Agreement includes material provisions affecting the Client’s rights and remedies, including payment obligations, no-refund terms after Access, intellectual property restrictions, confidentiality obligations, dispute venue requirements, and fee-shifting provisions. The Client agrees these terms are reasonable, necessary, and accepted knowingly.

The Client agrees the Client will not assert as a defense that the Client did not see, receive, or understand this Agreement where the Client proceeded with payment, checked any acceptance box, or accessed any gated material or community.

1.4 Electronic Signature and Record Proof

The Client agrees that acceptance through payment, checkbox selection, digital submission, or access constitutes the Client’s electronic signature and clear intent to be bound by this Agreement. The Client agrees that electronic assent has the same legal effect as a handwritten signature and satisfies any requirement that an agreement be “signed” or “in writing.”

The Client consents to do business electronically and agrees the Company may present this Agreement electronically and may store it electronically. The Client agrees the Company is not required to obtain a wet ink signature.

The Client agrees the Company may retain proof of acceptance and performance in its ordinary course of business, including but not limited to:

• timestamps associated with checkout, payment, access, and platform login

• payment receipts, invoices, payment authorizations, installment schedules, and processor records

• CRM logs, form submissions, checkout records, and order confirmations

• access logs, audit logs, and portal activity logs

• IP addresses, device identifiers, user agent strings, and platform identifiers

• community membership logs, role assignments, channel access, and message history

• call scheduling records, attendance records, and communications related to participation

• any other business records reasonably maintained by Company to document enrollment and participation

The Client agrees that these records may be used to establish acceptance, delivery, Access, participation, and compliance or breach. The Client waives objections to enforceability based on electronic execution and waives objections to the admissibility of these records as evidence to the extent permitted by law.

The Client agrees that if the Company reasonably determines that Access occurred, including the issuance of credentials or entry into a community, the Client will not dispute that Access occurred solely because the Client claims the Client did not personally view the content. The Client agrees that access credentials and entry into gated areas constitute Access because the Company has delivered the licensed materials and the opportunity to retrieve them.

1.5 Authority to Bind and Personal Responsibility

If the Client enrolls on behalf of a business entity, the Client represents and warrants that the Client has full authority to bind that entity to this Agreement. The Client further represents that the Client has the legal capacity to enter into this Agreement.

If the Client’s business entity is not formed, is not in good standing, is not authorized to operate, or if the Client lacks authority to bind it, the Client agrees the Client is personally entering this Agreement as the purchaser and remains fully responsible for all obligations under this Agreement, including payment obligations and compliance obligations.

The Client agrees the Client is responsible for ensuring that any Authorized Users, employees, contractors, partners, or other persons who access Course Material under the Client’s control comply with this Agreement. Any use or misuse by such persons will be treated as the Client’s act, and the Client is liable for breaches caused by them.

The Client agrees the Company is entitled to rely on the name, billing information, contact information, and representations provided by the Client at checkout and during onboarding. The Client agrees the Company is not responsible for errors caused by inaccurate information provided by the Client.

The Client agrees that if the Client disputes authority after acceptance, the Client remains personally liable for all obligations incurred, and the Client will not use an alleged lack of authority as a basis to avoid payment or enforcement.

2. Definitions

For purposes of this Agreement, the following definitions apply. These definitions are intended to be interpreted broadly to protect the Company’s proprietary assets, clarify the parties’ obligations, and prevent disputes over technicalities.

2.1 Academy

“Academy” means Facility Founders Academy in its entirety, including all components, features, and benefits made available by the Company at any time during the Client’s term, whether delivered directly by the Company or through third-party platforms used by the Company.

The Academy includes all digital content, training modules, lessons, videos, audio content, written materials, templates, tools, calculators, dashboards, frameworks, processes, standard operating procedures, worksheets, checklists, examples, scripts, recordings, call replays, community resources, community discussions, announcements, direct messages, group messages, internal threads, and any other resources or communications provided by or on behalf of the Company.

The Academy also includes any updates, modifications, additions, replacements, or new materials provided during the term, regardless of whether those items were specifically listed at the time of enrollment. The Company may change, reorganize, rename, update, replace, remove, or add components to the Academy at its discretion, and the Client agrees that the Company’s performance is satisfied by providing access to substantially similar training and resources designed to support the Academy purpose.

2.2 Course Material

“Course Material” means any portion of the Academy content, resources, or communications, whether in digital, written, visual, audio, or recorded form, and whether delivered through a portal, file share, email, community platform, meeting link, calendar invite, private message, or any other communication method.

Course Material includes, without limitation:

• videos, audio recordings, and written lessons

• documents, templates, worksheets, PDFs, spreadsheets, slide decks, and checklists

• frameworks, systems, processes, methods, strategies, models, and examples

• call recordings, call replays, live trainings, meeting notes, transcripts, chat logs, and Q and A threads

• dashboards, tools, calculators, portals, software views, and any outputs generated from Company tools

• communications, including announcements, emails, messages, and community discussions

• any proprietary structure, sequence, organization, or presentation of the above materials

Course Material also includes any derivative works, excerpts, summaries, screenshots, clips, recordings, transcriptions, or notes that capture or reveal the substance of the Academy materials or Company methods.

2.3 Access

“Access” means delivery has occurred and the Client has received the benefit of the bargain for purposes of the no-refund policy and the Company’s performance obligations. The Client agrees Access is triggered by availability and granting of entry to gated resources, not by the Client’s subjective claim of whether the Client personally reviewed, watched, or used the materials.

Access occurs when any one of the following happens:

• the Client is issued login credentials, passwords, invitations, tokens, links, or any other method of entry to the portal or materials

• the Client views, streams, opens, downloads, receives, or is able to retrieve any Course Material, whether directly or through a shared or hosted link

• the Client is admitted into any Academy community, channel, group, platform, or client-only space, including any onboarding or welcome channel

• the Client is invited to a call, calendar, meeting, or client-only communication thread, whether or not the Client attends or responds

• the Client receives any onboarding message, orientation instructions, or access confirmation that includes pathways to obtain or retrieve Course Material

• the Client receives any file, template, resource, or message that contains or reveals Academy methods, systems, training content, or proprietary instructions

The Client agrees Access occurs even if the Client chooses not to use the portal, does not log in, misses calls, fails to participate, forgets credentials, loses access due to the Client’s own actions, uses an incompatible device, or claims the Client did not intend to access materials. Access also occurs if someone other than the Client accesses the materials using the Client’s credentials or under the Client’s control.

2.4 Payment Plan

“Payment Plan” means any installment arrangement under which the Client pays the total Academy price over time rather than in a single payment. A Payment Plan includes any plan administered directly by the Company as well as any plan administered by a third-party provider, lender, financing company, or payment processor.

A Payment Plan includes, without limitation:

• internal installment schedules issued by Company

• third-party split-pay or financing plans

• subscription billing arrangements associated with the Academy purchase

• any revised or modified payment schedule granted by Company in writing

The Client agrees that selecting a Payment Plan does not reduce the Client’s total financial obligation. The Client agrees the full price is owed regardless of suspension, removal, lack of participation, or access issues caused by the Client.

2.5 Confidential Information

“Confidential Information” means all non-public information disclosed, provided, taught, displayed, or made available by the Company or within the Academy, whether disclosed directly by the Company, by Company representatives, or through the Academy community, and whether disclosed orally, visually, digitally, or in writing.

Confidential Information includes, without limitation:

• all Course Material and the organization, sequencing, and structure of the Academy

• frameworks, methods, strategies, systems, processes, templates, scripts, SOPs, and tools

• business practices, pricing approaches, vendor and partner relationships, and operational workflows

• internal communications, community discussions, strategies shared by the Company, and coaching guidance

• member directories, client identities, contact information, community threads, and any private discussions

• any technical, financial, operational, or strategic information relating to the Company’s business

• any non-public information marked confidential or that a reasonable person would understand is confidential given the nature of the information and the context of disclosure

Confidential Information does not include information that the Client can prove through competent written evidence was publicly available through no breach by the Client, or was independently developed by the Client without use of or reference to the Academy or Course Material. The Client bears the burden of proving any claimed exception.

The Client agrees Confidential Information is a core asset of the Company and unauthorized disclosure causes harm that may be difficult to quantify. The Client agrees to protect Confidential Information with at least the same degree of care used to protect the Client’s own confidential information, and no less than a reasonable degree of care.

3. Business Purpose and No Consumer Reliance

3.1 Business Use

The Client confirms and represents that the Client is purchasing and participating in the Academy solely for business and commercial purposes. The Client is not purchasing the Academy for personal, family, household, or consumer purposes.

The Client agrees that the Academy is intended to support the Client’s business planning and operations related to private sports training facilities. The Client further represents that the Client is acting as an entrepreneur, operator, or prospective operator and is entering this Agreement as a business participant.

To the maximum extent permitted by law, the Client waives any rights, remedies, and protections that apply exclusively to consumer transactions. The Client agrees that any statutory consumer protections that may otherwise apply are not applicable because the transaction is a business-to-business engagement. If any consumer protection is found to apply notwithstanding this Section, the parties agree those protections are limited to the minimum required by law and do not expand the Company’s obligations beyond what is expressly stated in this Agreement.

The Client acknowledges that the Company would not offer the Academy under the same terms, pricing, and intellectual property protections if it were a consumer transaction, and that the business-purpose nature of this Agreement is a material condition of the Company’s willingness to provide Access.

3.2 No Reliance on External Claims

The Client acknowledges and agrees that the Client’s decision to purchase and participate is based on the Client’s independent judgment and evaluation. The Client represents that the Client is not relying on any statements, representations, screenshots, testimonials, posts, messages, income claims, performance claims, comparative claims, or informal communications, whether made by third parties or by other participants, unless expressly included in this Agreement.

The Client agrees that only written terms set forth in this Agreement and official written communications from the Company that are expressly designated as binding amendments are enforceable. No statement by any third party, influencer, affiliate, partner, participant, or non-authorized individual is binding on the Company.

The Client acknowledges that examples, case studies, testimonials, and prior outcomes, if referenced anywhere, are presented for illustrative purposes only and do not constitute promises, projections, or guarantees. The Client agrees that any such examples are inherently fact-specific and depend on variables such as effort, timing, market conditions, credit profile, capital access, real estate constraints, build-out factors, and personal execution.

The Client agrees that the Client will not claim inducement, misrepresentation, or reliance based on statements not expressly contained in this Agreement. If the Client believes any representation was made, the Client agrees that the only enforceable representations are those that are written, expressly identified as binding, and signed or issued by an authorized Company representative in a manner that clearly indicates intent to amend this Agreement.

3.3 No Guarantees

The Client acknowledges and agrees that the Academy does not guarantee outcomes of any kind. The Company does not guarantee and has not promised:

• any specific revenue, profit, or income level

• any specific number of clients, leads, members, or sign-ups

• any facility launch timeline or completion

• any lease approval, zoning approval, permit approval, or landlord approval

• any funding approval, funding amount, interest rate, or financing terms

• any real estate availability, build-out budget, build timeline, or contractor performance

• any business valuation, market dominance, or competitive advantage

• any operational result, performance metric, or return on investment

The Client acknowledges that business outcomes depend on many factors outside the Company’s control, including market conditions, the Client’s credit profile, capital availability, lender criteria, landlord decisions, zoning regulations, permitting timelines, construction and supply constraints, local competition, staffing, pricing, and the Client’s actions and decisions.

The Client agrees that the Client assumes full responsibility for all decisions the Client makes and all actions the Client takes based on the Academy. The Client further agrees that the Company’s role is limited to education, guidance, and providing proprietary materials and that the Company is not responsible for the Client’s results.

4. Scope of Service

4.1 What the Academy Is

The Academy provides education, training, tools, templates, systems, and strategic guidance intended to help Clients plan, launch, grow, or optimize private sports training facilities. The Academy may include structured modules, recorded trainings, written resources, templates, frameworks, group discussions, and other learning and implementation resources.

The Client acknowledges that the Academy is designed to provide general strategies and operational guidance based on the Company’s experience and methodology. The Company may update or refine the Academy content over time. The Client agrees that changes, improvements, reorganizations, and updates are part of the nature of an evolving training program and do not constitute failure to deliver.

The Client acknowledges that the Academy is a digital service and that the primary deliverable is Access to proprietary Course Material and related support systems. The Client agrees that providing Access satisfies the Company’s performance obligations, except where the Company expressly commits in writing to a specific deliverable or service.

4.2 What the Academy Is Not

The Client acknowledges and agrees that the Academy is not legal advice, tax advice, accounting advice, investment advice, securities advice, broker or dealer services, lending advice, credit repair services, financial advisory services, or a guarantee of financing approval.

The Company does not act as the Client’s attorney, accountant, financial advisor, real estate broker, lender, general contractor, architect, engineer, zoning consultant, or licensed professional unless explicitly stated in a separate written agreement signed by both parties.

The Client is solely responsible for engaging qualified professionals for legal formation, tax compliance, accounting, payroll, employment law, licensing, zoning, permits, insurance, lending, construction, contracts, and any other regulated or technical matters. Any information provided in the Academy related to these areas is educational and general in nature and is not a substitute for professional advice.

The Client agrees that any references to funding strategies, lender types, application processes, or financial structures are informational only. The Company does not guarantee the Client will qualify for financing, does not guarantee approval, does not guarantee terms, and does not control lender decisions.

4.3 Client Responsibility

The Client acknowledges and agrees that the Client is solely responsible for implementation, decisions, execution, compliance, and outcomes. The Client agrees that the Company is not responsible for, and the Company disclaims liability for, any of the following:

• the Client’s business performance, profitability, or cash flow

• the Client’s execution quality, consistency, or completeness

• missed steps, incomplete tasks, missed deadlines, or failure to apply guidance

• local market shifts, competition changes, economic conditions, or consumer demand changes

• lender decisions, underwriting criteria, loan denials, funding delays, or funding term changes

• landlord decisions, lease negotiations, rent increases, lease denials, or eviction-related disputes

• zoning restrictions, permitting delays, code compliance, inspections, or regulatory actions

• construction issues, contractor performance, schedule delays, workmanship problems, or cost overruns

• supply chain issues, equipment delays, material shortages, or vendor failures

• staffing issues, hiring issues, employee misconduct, payroll disputes, or labor law compliance

• client disputes, customer injuries, waivers, insurance claims, or facility operations liability

• third-party actions, including acts or omissions of lenders, landlords, contractors, vendors, employees, partners, or government entities

The Client agrees that the Client is responsible for verifying any information relevant to the Client’s jurisdiction, location, and project, and for ensuring compliance with all applicable laws, regulations, and contractual obligations.

The Client agrees that any decision the Client makes after participating in the Academy is made at the Client’s own risk, and the Client releases the Company from liability for the Client’s business choices, reliance decisions, and operational outcomes to the maximum extent permitted by law.

The Client acknowledges that the Company’s guidance may be based on general patterns and experiences and may not be suitable for the Client’s specific facts. The Client agrees the Company is not liable for the Client’s use, misuse, or interpretation of the Academy content.

5. Term of Access and 12-Month Agreement

5.1 Term

The Client’s Academy term is twelve months beginning on the Effective Date. The Client acknowledges that the Academy is a time-bound access license and that the twelve-month term is measured from the Effective Date, not from the date of completion of content, not from the date the Client first watches content, and not from the date the Client subjectively believes participation began.

The term does not reset, pause, toll, suspend, extend, or restart due to any of the following:

• the Client’s nonpayment or late payment

• the Client’s suspension or removal

• the Client’s inactivity, lack of usage, missed calls, or failure to log in

• the Client’s inability to access due to device issues, internet issues, email issues, password loss, or platform compatibility

• the Client’s voluntary decision to step away

• any personal circumstances of the Client

• any dispute, dissatisfaction, or claim raised by the Client

The Client acknowledges that the Company’s obligation is to provide Access during the term, subject to the Client’s compliance and payment obligations, and that the Client’s failure to use the Academy does not create any extension, credit, pause, or refund right.

The Company may grant an extension only if the Company provides written confirmation of an extension signed or sent by an authorized Company representative. Informal statements, community messages, or comments by other participants are not extensions.

5.2 No Carryover

If the Client stops participating, stops paying, is suspended, is removed, or otherwise does not access the Academy for any period of time and later seeks to return, the Client does not receive a new twelve-month term and does not receive any carryover time.

The original twelve-month window continues to run from the Effective Date regardless of the Client’s level of participation, payment status, or access status. The Client agrees that any lapse in participation is the Client’s choice or consequence of default and does not obligate the Company to provide a fresh term or additional access time.

If the Client returns during the original twelve-month term, the Client’s remaining time is only the remainder of the original term. If the Client returns after the original twelve-month term has expired, the Client acknowledges that the access term has ended and the Company has no obligation to reinstate access unless the Company elects to do so in writing.

5.3 Reinstatement Is Conditional

If the Client’s Access is suspended or revoked due to nonpayment, default, breach, misconduct, misuse of materials, chargeback activity, or any violation of this Agreement, reinstatement is not automatic. The Company may refuse reinstatement for any reason.

If the Company elects to reinstate the Client, reinstatement may require, at the Company’s discretion:

• payment of all past due amounts

• payment of the remaining balance owed under the Payment Plan

• reimbursement of administrative costs incurred due to the Client’s default

• completion of any compliance remediation required by the Company, including acknowledgement of policies, deletion certifications, or written assurances regarding future conduct

• removal of disputed payment claims and written confirmation that no further disputes will be pursued through payment processors

The Client acknowledges that reinstatement, if granted, does not extend the original twelve-month term and does not create any refund right. Reinstatement restores Access only for the remainder of the original term, if any remains, unless the Company expressly provides otherwise in writing.

6. Payments, No Refunds, and No Money-Back Guarantee

6.1 Price and Payment Obligation

The Client agrees to pay the total Academy price displayed at checkout or otherwise communicated by the Company in writing at the time of purchase. The Client authorizes the Company and any payment processor to charge the selected payment method in accordance with the chosen purchase option.

If the Client selects a Payment Plan, the Client agrees that:

• the Payment Plan is a financing arrangement for the Client’s convenience

• the Client is purchasing the Academy at the full price and paying over time

• the Client is legally obligated to pay the full amount owed under the Payment Plan

• the Client’s payment obligation is not conditioned on usage, participation, satisfaction, or results

• the Client remains responsible for ensuring payments are successfully processed on schedule

The Client agrees that choosing a Payment Plan does not create a subscription that can be canceled to avoid the remaining balance. It is a commitment to pay the full purchase price over the agreed schedule.

6.2 No Refunds After Access

All sales are final. There are no refunds once Access has occurred.

The Client agrees that Access includes any of the following:

• being granted portal credentials or being able to retrieve Course Material

• viewing, opening, streaming, downloading, receiving, or otherwise accessing any Course Material

• being admitted into any Academy community or client-only channel

• receiving any onboarding instructions that enable retrieval of Course Material

• receiving any call invite, calendar invite, or link to a client-only communication thread

The Client acknowledges that once Access occurs, the Company has delivered proprietary intellectual property that cannot be returned, unlearned, or reliably recovered. For this reason, the Client agrees that no refunds will be issued after Access for any reason, including dissatisfaction, lack of time, nonparticipation, inability to implement, business circumstances, financial hardship, or changes in the Client’s plans.

The Client agrees that if Access occurs and the Client later claims the Client did not personally view the materials, the claim does not create a refund right because Access is based on availability and delivery, not consumption.

6.3 No Money-Back Guarantee

There is no money-back guarantee for Facility Founders Academy. The Client acknowledges that the Client is purchasing education, training, and access to proprietary resources and systems. The Client understands and agrees that results depend on the Client’s effort, decisions, market conditions, timing, and other variables outside the Company’s control.

The Client agrees that no guarantee, warranty, or assurance exists unless expressly stated in this Agreement, and no statement by any person creates a refund right.

6.4 Nonpayment and Default

If any scheduled payment fails, is missed, is reversed, is disputed, is charged back, or is not successfully processed for any reason, the Client is in default.

Upon default, the Company may, without notice and without refund, take any or all of the following actions:

• immediately suspend or revoke Access to the Academy portal and Course Material

• remove the Client from any Academy community or platform

• cancel the Client’s ability to attend calls, view replays, download templates, or access tools

• accelerate the remaining balance and declare the full remaining amount immediately due

• pursue collection and legal enforcement remedies

The Client acknowledges that suspension or removal for default is a protective measure intended to prevent continued access to proprietary materials without full payment and to protect community integrity.

The Client agrees that default does not terminate the Client’s financial obligation. The Client remains legally obligated to pay the remaining balance owed in full.

6.5 Skipping Months and Returning

If the Client skips payments, pauses payments, stops paying, or otherwise fails to pay for any period and later seeks to return or regain access, the Client agrees that:

• the Client still owes the remaining balance of the twelve-month agreement

• reinstatement requires payment of all past due amounts and all remaining installments

• the Company may require payment of the entire remaining balance as a condition of reinstatement

• the twelve-month term is still counted from the Effective Date and does not restart

• the Client does not receive additional months due to the lapse, and no time is added to the original term

The Client agrees that allowing re-entry without payment would expose Company intellectual property to misuse and would be unfair to compliant participants. The Client agrees the Company may deny reinstatement, even if the Client later offers to pay, if the Company determines reinstatement would pose a risk to Company resources, operations, or community.

6.6 Collections and Enforcement

If the Client defaults or otherwise fails to pay amounts owed, the Company may pursue lawful collection and enforcement, including internal collections, third-party collection services, and legal action.

The Client agrees that the Company may recover, to the maximum extent permitted by law:

• the past due amounts and remaining balance owed

• reasonable collection fees and collection agency costs

• administrative and operational costs incurred due to default

• payment processor dispute fees and related expenses

• attorney fees and court costs as set forth in this Agreement

• interest on overdue amounts where permitted by law

The Client agrees that the Company’s decision to suspend or revoke access does not waive the Company’s right to collect amounts owed. The Client agrees that any partial payment after default does not cure default unless the Company confirms cure in writing, and the Company may continue enforcement until the balance is paid in full.

7. Chargebacks and Payment Disputes

7.1 Required Pre-Dispute Process

The Client agrees that payment disputes must be handled through a required pre-dispute process. Before initiating any chargeback, payment dispute, payment reversal, ACH return, stop payment, or transaction challenge through any bank, card issuer, payment processor, lender, or third-party payment plan provider, the Client must do all of the following:

• provide written notice to support@facilityfounders.com describing the dispute in reasonable detail

• include the Client’s full name, email used for purchase, transaction date, amount, and any supporting documentation

• allow fourteen business days for the Company to review, respond, and attempt resolution

The Client agrees that this pre-dispute process is a material term of this Agreement because the Academy provides immediate access to proprietary digital intellectual property and community resources, and because informal disputes through banks or processors create significant costs, operational disruption, and risk of unauthorized continued access.

The Client agrees that submitting a dispute through a payment processor without following this pre-dispute process is improper and is not a substitute for direct written notice to the Company.

7.2 Chargeback as Breach

The Client agrees that initiating a chargeback or payment dispute after Access has occurred, or initiating a dispute without following the pre-dispute process, constitutes a material breach of this Agreement.

Upon any chargeback or payment dispute, the Company may immediately and without refund take any or all of the following actions:

• revoke Access to the Academy portal and Course Material

• remove the Client from any community platform, channels, or communication threads

• terminate the Client’s ability to attend calls, view recordings, or access resources

• treat the Client as in default under the Payment Plan or payment obligations

• accelerate the remaining balance owed and declare it immediately due

• pursue recovery of the disputed amount, the remaining balance owed, and all permitted costs

The Client agrees that the Company’s immediate revocation of Access upon a chargeback or dispute is reasonable and necessary to prevent ongoing use of proprietary materials while payment is being contested.

The Client agrees that reversal of a chargeback or dismissal of a dispute does not obligate the Company to reinstate the Client. Reinstatement remains conditional under this Agreement and may be denied at the Company’s discretion.

7.3 Chargeback Costs

The Client agrees that the Client is responsible for the Company’s reasonable costs related to responding to a chargeback or payment dispute initiated by or on behalf of the Client, to the maximum extent permitted by law. These costs may include:

• payment processor dispute fees and administrative fees

• internal administrative time and operational costs incurred to respond and document delivery and Access

• costs to investigate the dispute and compile evidence, including access logs and CRM records

• attorney fees and legal costs incurred to respond, contest, or enforce the Agreement

• collection costs associated with recovering disputed or unpaid amounts

• travel and lodging expenses if required for enforcement proceedings in Wyoming

The Client agrees that these costs are separate from, and in addition to, any obligation to pay the outstanding balance and do not create a refund right. The Client agrees that the Company may recover these costs as damages, as part of fee-shifting, or as part of enforcement remedies, depending on the forum and applicable law.

8. Confidentiality, Intellectual Property, License, and Use Restrictions

8.1 Ownership

All Course Material, Academy content, Academy systems, templates, tools, frameworks, methods, processes, workflows, community resources, recordings, and proprietary training structures are owned exclusively by the Company and are protected by copyright, trade secret, and contract laws.

The Client acknowledges that the Company has invested substantial time, resources, and operational experience into developing the Academy and that these materials are valuable proprietary assets. The Client agrees that nothing in this Agreement transfers any ownership interest to the Client.

The Client agrees that the Company retains all rights, title, and interest in and to the Course Material and Academy systems, including all updates, modifications, refinements, derivatives, and improvements, whether created before or after the Client’s enrollment.

8.2 Limited License

Subject to full payment and ongoing compliance with this Agreement, the Company grants the Client a limited, non-exclusive, non-transferable, revocable license to access and use the Course Material solely for the Client’s internal business use during the Client’s twelve-month term.

The Client agrees that this license is a conditional license, meaning the Company may revoke it immediately upon default, breach, chargeback, misconduct, or any violation of this Agreement.

The Client agrees that the license does not permit public display, distribution, resale, sublicensing, transfer, or sharing of the Course Material. The Client agrees that access is granted to the Client only and may not be shared with any third party.

8.3 Prohibited Conduct

The Client may not do any of the following, in whole or in part, whether directly or indirectly, and whether paid or unpaid:

• copy, reproduce, distribute, sell, sublicense, publish, post, upload, transmit, or share any Course Material

• share logins, credentials, links, meeting access, or any method of entry, or grant access to any third party

• allow any other person to use the Client’s account or access the Academy under the Client’s credentials

• record, repost, distribute, clip, or transcribe calls, trainings, lessons, or community discussions

• screenshot, screen record, or export materials for dissemination outside the Client’s internal use

• create derivative works, summaries, templates, competing frameworks, or training content based on the Course Material for use outside the Client’s internal business

• use the Course Material to train others, to create a competing program, to offer competing services, or to advise third parties using the Company’s proprietary structure or methods

• disclose private community discussions, client-only strategies, internal resources, or communications that occur inside the Academy environment

• remove, alter, obscure, or tamper with proprietary notices, confidentiality legends, or copyright markings

• attempt to reverse engineer, scrape, copy, export, or systematically extract data, templates, or content from Company platforms

The Client agrees that prohibited conduct includes sharing with friends, partners, unrelated third parties, other coaches, other businesses, online audiences, or any group not expressly authorized in writing by the Company.

The Client agrees that prohibited conduct includes both intentional and unintentional disclosure. The Client is responsible for maintaining reasonable security controls, including protecting login credentials and preventing unauthorized viewing or downloading.

8.4 Confidentiality Obligation

The Client must keep Confidential Information strictly confidential and must use it only for the Client’s internal purposes under this Agreement. The Client agrees to protect Confidential Information with at least the same degree of care the Client uses to protect the Client’s own confidential information, and no less than a reasonable degree of care.

The Client agrees that Confidential Information may be disclosed only to the Client personally and may not be disclosed to any other person unless the Company provides prior written authorization. If the Company authorizes a disclosure, the Client remains responsible for ensuring the recipient maintains confidentiality and complies with Company restrictions.

The Client agrees that community discussions and coaching interactions are confidential and may not be republished, quoted, paraphrased, or referenced outside the Academy environment.

The Client agrees that confidentiality obligations begin immediately upon any exposure to Confidential Information and continue indefinitely, including after the term ends, the Client is removed, or access is revoked.

8.5 Irreparable Harm and Injunctive Relief

The Client agrees that unauthorized use, disclosure, distribution, recording, or dissemination of Course Material or Confidential Information causes immediate and irreparable harm to the Company that is difficult to measure through monetary damages alone.

The Client agrees that in the event of actual or threatened breach, the Company may seek injunctive relief in Wyoming to stop or prevent the breach. The Client agrees that injunctive relief is appropriate in addition to, and not in place of, damages, costs, and other remedies.

To the maximum extent permitted by law, the Client waives any requirement that the Company post a bond as a condition of injunctive relief. If a bond is required by law, the Client agrees the bond should be minimal.

The Client agrees that the Company may seek immediate court intervention for injunctive relief even if the dispute resolution provisions elsewhere in this Agreement provide for other procedures, because protection of proprietary materials is time-sensitive.

8.6 Liquidated Damages for IP Misuse

The Client acknowledges that unauthorized disclosure or misuse of Course Material and Confidential Information can cause harm that is difficult to quantify, including loss of competitive advantage, lost sales, loss of goodwill, and reputational harm.

Accordingly, the Client agrees that if the Client misuses or disseminates Course Material or Confidential Information, the Company may recover liquidated damages of not less than twenty-five thousand dollars per violation, per item, or per instance, plus any proven additional damages, lost profits where permitted, and enforcement costs.

The Client agrees that liquidated damages are intended to be a reasonable estimate of expected harm at the time of contracting and are not intended to be a penalty. The Client agrees that this amount reflects the value of the proprietary materials, the difficulty of detecting and measuring dissemination, and the operational harm caused by leakage of the Company’s systems and methods.

Liquidated damages are in addition to the Company’s right to seek injunctive relief, termination of access, recovery of attorney fees and costs, and any other remedy available at law or in equity.

The Client agrees that each unauthorized disclosure event, each separate distribution, each shared file, each posted excerpt, each recipient, and each instance of access granted to an unauthorized person may constitute a separate violation for purposes of this Section.

9. Conduct, Removal, and Protection of the Community

9.1 Professional Conduct Required

The Client agrees to behave professionally, respectfully, and in good faith in all Academy and community settings, including in the portal, in any community platform, in direct messages, in group discussions, during calls, and in all communications with Company personnel and other participants.

The Client agrees the Academy community is a private business environment. The Client agrees to comply with all community rules, guidelines, and directives issued by the Company, including any posted code of conduct, moderation policies, and participation requirements.

The Client agrees not to engage in conduct that undermines the Academy, the community, the Company’s operations, or the learning environment. Prohibited conduct includes conduct that is disruptive, abusive, threatening, defamatory, harassing, deceptive, or intended to provoke conflict.

The Client agrees to communicate in a lawful manner and not to use the Academy or community to coordinate unlawful activity, to solicit for competing services, or to recruit members away from Company.

The Client agrees that professional conduct requirements apply regardless of whether the Client believes the conduct was a joke, sarcasm, retaliation, or provoked by others. The Client is responsible for the Client’s communications and behavior.

9.2 Removal Rights

The Client acknowledges that the Company has a duty to protect its intellectual property, staff, and community environment. The Company may remove the Client, suspend the Client, restrict the Client’s posting privileges, mute the Client, or revoke Access, with or without notice, if the Company determines, in its reasonable discretion, that the Client has engaged in misconduct, default, breach, or behavior that threatens the integrity of the Academy or community.

Grounds for removal or suspension include, without limitation:

• harassment, bullying, intimidation, or abusive communications

• threats of violence, threats of legal action made in bad faith, or coercive conduct

• doxxing, publication of private information, or attempts to expose personal identities

• discrimination or hateful conduct

• spam, unsolicited promotions, self-promotion, solicitation, or recruiting for competing services

• interference with Company operations, staff, systems, or moderation processes

• abuse of staff, including hostile, defamatory, or threatening messages toward Company personnel

• unauthorized recording, distribution, copying, or sharing of Course Material or community discussions

• violations of confidentiality, intellectual property restrictions, or access rules

• chargebacks, payment disputes, or default on payment obligations

• any behavior that disrupts calls, group sessions, discussions, or the learning environment

• any conduct that increases legal risk, reputational risk, operational burden, or security risk to the Company or participants

The Client agrees that removal, suspension, or revocation of Access does not create any refund right and does not excuse the Client’s payment obligations. If removal occurs due to default, breach, misconduct, or violation of this Agreement, the Client remains liable for all amounts owed.

The Client agrees the Company is not required to provide warnings, progressive discipline, or opportunities to cure where immediate action is necessary to protect the Company, its staff, its intellectual property, or the community. The Client agrees that the Company may take immediate protective action, including revoking Access, where warranted.

The Client agrees that the Company’s decisions regarding moderation, access control, and community protection are business judgments made to preserve the Academy environment and are not subject to refund demands or claims that the Company failed to deliver, provided that Access was granted as defined in this Agreement.

10. No Earnings Promises and Assumption of Risk

10.1 No Earnings Claims

The Client acknowledges and agrees that the Company does not promise, guarantee, or represent any specific financial result, funding result, operational result, or facility outcome.

The Company does not promise that the Client will achieve any particular revenue, profit, number of clients, number of members, number of leads, funding approval, facility opening, lease approval, or timeline. Any references to potential outcomes, strategies, or examples are educational and illustrative and do not create a guarantee.

The Client agrees that no statement by the Company or any representative should be interpreted as a promise of financial performance. The Client agrees the Client will not claim that the Academy constitutes a franchise, a business opportunity with guaranteed results, or an investment with assured returns.

10.2 Risk Acknowledgment

The Client acknowledges that business outcomes depend on many variables outside the Company’s control, including market conditions, local competition, landlord decisions, lender underwriting, credit profile, capital access, zoning and permitting, construction and contractor performance, staffing, pricing, execution quality, and the Client’s decisions and consistency.

The Client acknowledges that the Academy provides education and tools, not outcomes. The Client assumes all risk related to the Client’s business decisions and execution, including decisions made in reliance on Academy content.

The Client agrees that the Client is solely responsible for verifying facts, performing due diligence, obtaining professional advice, and ensuring compliance with applicable laws and regulations. The Client agrees the Company is not responsible for errors in the Client’s decisions, nor for third-party outcomes.

The Client agrees that the Client’s assumption of risk is a material term of this Agreement and that the Company would not offer the Academy without this allocation of risk.

11. Disparagement, Defamation, and Reputational Harm

11.1 No Defamation

The Client agrees not to make false statements of fact about the Company, its owners, its team members, its contractors, its program, its content, or its clients.

The Client agrees not to publish or communicate allegations the Client knows are false or makes with reckless disregard for the truth. This includes statements made on social media, in private groups, in reviews, in comments, in messages to clients or vendors, and in any public or semi-public forum.

Nothing in this Section restricts the Client from making truthful statements required by law. The Client agrees, however, that disputes must be handled in good faith and that the Client will not use false statements as leverage, retaliation, or coercion.

11.2 Confidentiality and Reputation

The Client agrees not to disclose Confidential Information, Course Material, internal community discussions, private communications, or proprietary Company methods in any way that harms or is reasonably likely to harm the Company, its staff, its clients, or the integrity of the Academy.

The Client agrees that disclosing internal communications or proprietary methods creates reputational harm and competitive harm beyond ordinary damages. The Client agrees that confidentiality obligations apply regardless of whether the Client labels the disclosure as a review, complaint, warning, or story.

The Client agrees that publishing any content that reveals the substance of Course Material or private community discussions is a breach of this Agreement, even if the Client does not post the materials verbatim, because paraphrasing, summarizing, or describing the proprietary methods may still constitute disclosure of Confidential Information.

11.3 Damages for Reputational Harm

If the Client breaches this Section 11 or otherwise causes reputational harm through wrongful conduct, the Company may pursue all available remedies to the maximum extent permitted by law. Remedies include, without limitation:

• injunctive relief to remove or stop the wrongful conduct

• recovery of actual damages where proven, including lost revenue, operational disruption, and loss of goodwill

• recovery of enforcement costs, investigation costs, administrative costs, and attorney fees as permitted under this Agreement

• recovery of any amounts incurred to mitigate reputational harm, including reasonable costs for public response, reputation management, and corrective communications

The Client agrees that reputational harm can be difficult to quantify and that the Company may present evidence of harm through business records, sales impact, customer inquiries, increased support volume, platform disruptions, and other reasonable indicators.

The Client agrees that these remedies are cumulative and may be pursued in addition to other remedies for breach, including termination of Access, collection of amounts owed, and recovery for intellectual property misuse.

12. Limitation of Liability and Disclaimer

12.1 No Warranty

The Academy is provided as is and as available. The Client acknowledges that the Academy is a digital training and access-based service and that availability may depend on third-party platforms, internet connectivity, device compatibility, and systems outside the Company’s direct control.

To the maximum extent permitted by law, the Company disclaims all warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, availability, uninterrupted access, error-free operation, and results.

The Company does not warrant that the Academy will meet the Client’s requirements, that any content will be free from errors, that any templates or tools will be appropriate for the Client’s specific facts, that any strategy will succeed in the Client’s market, or that the Academy will produce any particular outcome.

The Client acknowledges that any examples, templates, checklists, or operational guidance are educational tools and may require adaptation, professional review, and jurisdiction-specific compliance.

The Client agrees that the Company may modify, update, reorganize, replace, or discontinue any portion of the Academy at any time. The Client agrees that such changes do not constitute breach provided the Company continues to provide Access to substantially similar educational resources during the term, subject to the Client’s compliance and payment obligations.

12.2 Limitation of Liability

To the maximum extent permitted by law, the Company is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or related to this Agreement, the Academy, the Client’s purchase, the Client’s Access, or the Client’s use or inability to use Course Material. This limitation applies regardless of the legal theory asserted and regardless of whether the Company was advised of the possibility of damages.

Damages excluded by this limitation include, without limitation:

• lost profits, lost revenue, or diminished business value

• lost opportunity, loss of goodwill, or reputational harm claimed by the Client

• business interruption, downtime, or operational delays

• increased costs of capital, increased rent, build-out overruns, or contractor delays

• financing denials, adverse lending terms, or increased interest rates

• lost contracts, lost customers, lost members, lost leads, or reduced conversion rates

• claims by the Client’s customers, employees, partners, lenders, landlords, contractors, vendors, or other third parties

• emotional distress, mental anguish, or personal injury claims related to the Client’s business decisions

• claims arising from the Client’s reliance on educational content without professional review

The Client acknowledges that the Academy does not control third parties and that the Company is not liable for the actions, omissions, decisions, or performance of any lender, landlord, broker, contractor, architect, engineer, permitting authority, vendor, employee, partner, or other third party.

The Client agrees that any claim the Client asserts against the Company must be brought only on an individual basis and must be limited to direct damages, if any, that are proven and not otherwise excluded by this Agreement.

12.3 Liability Cap

If liability is imposed on the Company despite the disclaimers and limitations in this Agreement, the Company’s total aggregate liability for any and all claims arising out of or related to this Agreement or the Academy will not exceed the total amount actually paid by the Client to the Company in the twelve months immediately preceding the event giving rise to the claim.

The Client agrees that this cap applies cumulatively to all claims, including claims based on contract, tort, negligence, strict liability, misrepresentation, or any other theory.

The Client agrees that the limitation of liability and the liability cap are fundamental elements of the bargain between the parties and that the Company would not provide Access on the same terms without these limitations.

Nothing in this Agreement excludes liability that cannot legally be excluded under applicable law. In such cases, liability is limited to the maximum extent permitted.

13. Indemnification

The Client agrees to defend, indemnify, and hold harmless the Company and its owners, managers, members, officers, employees, contractors, agents, affiliates, successors, and assigns from and against any and all claims, demands, causes of action, damages, losses, liabilities, judgments, penalties, fines, costs, and expenses arising out of or related to any of the following:

• the Client’s breach of this Agreement, including breaches by any person using the Client’s credentials or acting under the Client’s control

• the Client’s misuse, unauthorized disclosure, or distribution of Course Material or Confidential Information

• the Client’s business operations, facility operations, marketing, sales practices, hiring practices, pricing, membership practices, waiver practices, and any disputes with customers, members, employees, contractors, partners, or the public

• disputes involving lenders, landlords, zoning authorities, permitting authorities, contractors, architects, engineers, vendors, equipment suppliers, or any other third party related to the Client’s project

• the Client’s unlawful acts, negligence, willful misconduct, misrepresentations, or failure to comply with applicable laws, regulations, or contractual obligations

• any claim that the Client’s business, facility, branding, operations, or communications infringes or violates any third-party rights

• any injury, loss, or damage allegedly caused by the Client’s facility, services, training activities, equipment, premises, or staff

Indemnification includes, to the maximum extent permitted by law, reimbursement of the Company’s attorney fees, expert fees, court costs, arbitration costs, investigation costs, administrative costs, and any reasonable travel and lodging expenses incurred in responding to or defending against such claims.

The Company may, at its option, assume the defense and control of any matter subject to indemnification, in which case the Client agrees to cooperate fully and provide all requested information and assistance. The Client may not settle any indemnified claim in a manner that imposes any obligation, admission, payment, or restriction on the Company without the Company’s prior written consent.

The Client’s indemnification obligations survive termination, expiration, removal, suspension, and any end of Access.

14. Wyoming Governing Law, Exclusive Venue, and Company-Controlled Forum

14.1 Governing Law

This Agreement and any dispute arising out of or related to this Agreement, the Academy, the Client’s purchase, the Client’s Access, the Client’s participation, communications between the parties, or the parties’ relationship will be governed by and construed in accordance with the laws of the State of Wyoming, without regard to conflict of law principles that would apply the law of another jurisdiction.

The Client agrees that Wyoming law applies regardless of where the Client resides, operates, accesses the Academy, or participates in the community. The Client agrees that any alleged consumer laws or local statutes of the Client’s jurisdiction will not govern this Agreement to the maximum extent permitted by law.

14.2 Exclusive Wyoming Venue

The Client agrees that any dispute, claim, demand, action, lawsuit, proceeding, or cause of action arising from or relating to this Agreement, the Academy, the Client’s purchase, the Client’s Access, the Client’s participation, or the parties’ relationship must be filed and maintained exclusively in Wyoming.

The Client agrees that exclusive venue applies to all claims regardless of legal theory, including contract, tort, negligence, misrepresentation, statutory claims, equitable claims, and any claim seeking injunctive relief, damages, rescission, declaratory relief, or any other remedy.

The Client agrees that exclusive venue applies to claims brought by the Client against the Company and to any claim brought by the Company to enforce this Agreement, recover amounts owed, protect intellectual property, or obtain injunctive relief.

14.3 Forum Selection Under Company Authority

The Client agrees that the Company may choose the specific Wyoming forum in which a dispute will be litigated. The Company may elect to bring or defend any dispute in:

• Wyoming state courts located within Wyoming

• United States federal courts located within Wyoming

The Client irrevocably consents to personal jurisdiction in Wyoming and agrees that the chosen Wyoming court has subject matter jurisdiction and personal jurisdiction over the Client.

The Client waives any objection based on:

• lack of personal jurisdiction

• improper venue

• inconvenient forum

• forum non conveniens

• distance, travel burden, or cost

• the Client’s residence, domicile, or principal place of business being outside Wyoming

The Client agrees that service of process may be made in accordance with Wyoming law and applicable rules, and the Client agrees to maintain current contact information with the Company to facilitate lawful notice.

14.4 No Out-of-State Claims

If the Client files, initiates, threatens to initiate, or attempts to maintain any claim against the Company outside Wyoming that is subject to this Section 14, the Client agrees that such filing is a breach of this Agreement.

In such event, the Client agrees the Company is entitled to seek immediate dismissal, transfer, stay, or other relief required to enforce this Section 14. The Client agrees that the Company may enforce this section through motions, petitions, or other proceedings in Wyoming or in the improperly filed forum as necessary to secure dismissal or transfer.

The Client agrees to reimburse the Company, to the maximum extent permitted by law, for all costs and expenses incurred to enforce this Section 14, including:

• attorney fees

• court and filing fees

• arbitration fees if applicable

• administrative time and internal costs to compile records and respond

• travel and lodging expenses

• process service and courier costs

• any other reasonable enforcement expenses

The Client agrees that reimbursement is owed regardless of whether the out-of-state claim is voluntarily dismissed by the Client, dismissed by the court, or transferred to Wyoming.

14.5 Jury Trial Waiver and Class Action Waiver

Jury Trial Waiver
To the maximum extent permitted by law, the Client knowingly and voluntarily waives the right to a trial by jury in any action or proceeding arising out of or related to this Agreement, the Academy, the Client’s purchase, the Client’s Access, the Client’s participation, or the parties’ relationship.

The Client acknowledges that the Client understands the legal effect of this waiver and agrees that disputes will be decided by a judge rather than a jury.

Class Action Waiver
To the maximum extent permitted by law, the Client waives the right to participate in any class action, collective action, mass action, representative action, or private attorney general action against the Company. The Client agrees that the Client may bring claims only in the Client’s individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

If any part of the class action waiver is found unenforceable, the parties agree it should be severed and the remaining provisions remain in effect, and the Client agrees that any remaining claims must still be brought exclusively in Wyoming as set forth in this Agreement.

14.6 Injunctive Relief in Wyoming

The Client agrees that the Company may seek injunctive relief in Wyoming courts to protect intellectual property, Confidential Information, community integrity, contractual rights, and enforcement of access restrictions.

The Client agrees that injunctive relief may be sought without waiting for the conclusion of any other dispute process because disclosure of proprietary materials and community disruption can cause immediate harm.

The Client agrees that any request for injunctive relief brought by the Client must also be filed exclusively in Wyoming and is subject to the same venue, forum selection, and waiver provisions contained in this Agreement.

15. Attorneys’ Fees, Costs, Travel, and Enforcement Expenses

15.1 Prevailing Party Fees

If the Company prevails in any dispute, enforcement action, collection action, or proceeding arising out of or related to this Agreement, the Academy, the Client’s purchase, the Client’s Access, the Client’s participation, or the parties’ relationship, the Client agrees to pay the Company’s reasonable attorney fees and costs to the maximum extent permitted by law.

For purposes of this Section, the Company prevails if the Company obtains any of the following outcomes:

• dismissal of the Client’s claim in whole or in material part

• judgment in the Company’s favor

• injunctive relief granted in the Company’s favor

• an order compelling compliance with venue, confidentiality, access restrictions, or payment obligations

• a settlement where the Client pays money, retracts statements, dismisses claims, or otherwise provides material relief to the Company

The Client agrees that fee shifting is a material term of this Agreement and is intended to deter improper claims and to reimburse the Company for enforcing contractual rights and protecting proprietary assets.

15.2 Costs Included

Recoverable costs include, to the maximum extent permitted by law:

• court costs, filing fees, and service of process fees

• reasonable attorney fees and paralegal fees

• investigation costs and evidence compilation costs, including costs to gather access logs, CRM records, and platform records

• expert fees, consultant fees, and witness fees where reasonably necessary

• collection fees, collection agency costs, and costs to recover unpaid balances

• payment processor dispute fees and administrative fees

• administrative time and operational costs incurred by the Company in enforcement or defense

• travel and lodging expenses incurred to enforce this Agreement or defend claims in Wyoming

• costs to obtain injunctive relief, restraining orders, protective orders, or other emergency relief

The Client agrees that recoverable costs may be awarded as part of a judgment, order, arbitration award if applicable, settlement, or separate collection demand, depending on the forum and applicable law.

15.3 Damages

In addition to recovery of amounts owed and recoverable fees and costs, the Company may recover all damages permitted by law, including:

• direct damages arising from breach

• actual damages where proven, including loss of goodwill and reputational harm where proven

• lost profits where proven and where such recovery is permitted by law

• damages resulting from operational disruption, community disruption, or forced administrative action

• damages for misuse or disclosure of Confidential Information and intellectual property

• liquidated damages as permitted under the intellectual property section of this Agreement

The Client agrees that damages and remedies are cumulative and may be pursued simultaneously, including termination of Access, injunctive relief, collection, and recovery of fees and costs, to the extent permitted by law.

16. Severability, Blue-Pencil, Survival, and Entire Agreement

16.1 Severability and Blue-Pencil

If any provision of this Agreement is held to be invalid, illegal, void, or unenforceable by a court of competent jurisdiction, the parties agree that the remaining provisions will remain valid and enforceable to the fullest extent permitted by law.

The parties further agree that any invalid or unenforceable provision will be modified, reformed, or interpreted by the court to the minimum extent necessary to make it valid and enforceable while preserving the original intent and economic effect of the provision. The parties intend that the court apply a blue-pencil or reformation approach where allowed, including narrowing the scope, duration, geographic reach, or application of any provision rather than striking the provision in its entirety.

If a court cannot modify a provision to make it enforceable, the unenforceable portion will be severed and the remainder of the Agreement will continue in full force and effect.

The Client agrees that the severability and reformation provisions are a material inducement for the Company to provide Access to proprietary Course Material and that the parties would have entered into this Agreement even without any portion later found unenforceable.

16.2 Survival

The Client agrees that all provisions that by their nature should survive, and all provisions expressly stated to survive, will survive expiration, suspension, removal, revocation of Access, termination, or completion of the Academy term.

Without limitation, the following obligations survive indefinitely or for the maximum period permitted by law:

• all payment obligations, including unpaid balances, accelerated amounts, collections, and reimbursement duties

• the no-refund provisions after Access and all refund limitations

• chargeback and payment dispute obligations and related cost reimbursement

• confidentiality, non-disclosure, and protection of Confidential Information

• intellectual property ownership, license limits, and use restrictions

• liquidated damages provisions and remedies related to unauthorized disclosure or misuse

• injunctive relief rights and enforcement rights

• the Wyoming governing law, exclusive venue, forum selection, and waiver provisions

• attorneys’ fees, costs, travel, and enforcement expense provisions

• indemnification obligations

• limitation of liability provisions

• all remedies related to reputational harm and wrongful disclosures

Survival means the Company may enforce these obligations after the Client’s term ends or Access is revoked, and the Client remains bound by them regardless of participation status.

16.3 Entire Agreement

This Agreement constitutes the entire agreement between the Client and the Company regarding Facility Founders Academy and supersedes all prior and contemporaneous discussions, representations, negotiations, promises, understandings, or agreements, whether oral or written, regarding the Academy.

The Client agrees that no statement, promise, or representation is binding unless it is expressly contained in this Agreement or in a written amendment signed or issued by an authorized representative of the Company that clearly states it modifies this Agreement.

No purchase order terms, email terms, or third-party platform terms submitted by the Client will alter or amend this Agreement unless the Company expressly agrees in writing.

16.4 No Waiver

The Company’s failure to enforce any provision of this Agreement at any time does not waive the Company’s right to enforce that provision later. Any waiver must be in writing and signed by an authorized representative of the Company.

A waiver of any breach is not a waiver of any other breach. A waiver of a provision in one instance does not waive the provision generally. The Company’s exercise of any right or remedy does not prevent the Company from exercising any other right or remedy available under this Agreement, whether stated herein or available at law or in equity.

17. Notices and Contact

17.1 Notices

All notices, requests, demands, disputes, claims, and other communications required or permitted under this Agreement must be in writing and delivered by email to the Company at support@facilityfounders.com.

A notice must include, at a minimum, the Client’s full legal name, the email address used at checkout, the date of purchase, the amount paid, and a clear description of the matter. The Client is responsible for ensuring the notice is complete and readable.

Notices are considered received only when confirmed delivered to the Company’s inbox. The Client acknowledges that automated replies, undeliverable notices, bounced emails, or messages sent to any other address do not constitute valid notice.

The Company may respond to notices by email to the Client’s email address on file, through the Academy portal, or through the community platform used for Academy communications. The Client is responsible for maintaining accurate contact information and for monitoring the Client’s inbox, including spam and promotions folders.

17.2 Company Contact Information

Facility Founders LLC
Wyoming limited liability company
Support email: support@facilityfounders.com

Checkout Checkbox Language

The following checkbox language must be presented at checkout as a required condition of purchase. The Client’s selection of the checkbox and submission of payment constitutes the Client’s electronic signature and acceptance of this Agreement.

Required checkbox language:

I have read and agree to the Facility Founders Academy Terms of Service and Service Agreement. I understand that by submitting payment and accessing any course material, I am legally bound, I will not receive a refund after access, and any disputes must be brought exclusively in Wyoming in a court chosen by Facility Founders LLC.