This Digital Learning Terms of Services Agreement (this “Agreement”), is entered into acceptance between LISTENING SELLS LLC, an Oklahoma limited liability company (the “Service Provider”), and any party (“Client”, and together with Service Provider, the “Parties”, and each, a “Party”) that subscribes, purchases, or otherwise is found to participate in any manner with serviced offered or activities hosted, in connection with the following:

1. Service Provider proudly offers comprehensive educational and professional development services to elevate sales competencies. Among our flagship offerings are our online digital learning platforms, which encompass recorded and real-time sessions led by industry professionals, including but not limited to an online digital library of recorded sessions available for on-demand access. The platforms cater to those seeking flexibility in their learning journey, ensuring that insightful content is available whenever and wherever our users choose. Parallel to this, our personalized coaching sessions, tailored to individual or group needs, work in synergy to refine skills and set clear, actionable goals in the world of sales. Recognizing the value of collaborative learning, we've established platforms for group participation, encouraging peer-to-peer interactions, sharing best practices, and fostering collective growth. Beyond these, our dedication to continuous learning is reflected in our professional development opportunities, ranging from specialized courses and workshops to seminars and certifications. It's essential to note that while we strive to provide consistent, high-quality offerings, the availability and specifics of these services might vary and are subject to our terms, conditions, and discretion. Users are encouraged to familiarize themselves with related agreements or policies accompanying our services, ensuring a seamless and enriching experience.
2. Client wishes to retain Service Provider to provide the services set forth in Section A (the “Services”).

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Service Provider Obligations and Responsibilities.

1. Services. Service Provider shall provide to Client the Services described in Section A in a professional and diligent manner consistent with industry standards and good business practice.  
2. No Exclusivity. Service Provider retains the right to perform the same or similar type of services for third parties in Client’s industry during the Term of this Agreement.
3. Compliance with Laws. Service Provider shall at all times comply with all applicable federal, state, and local laws, ordinances, regulations, and orders that are applicable to the operation of its business and to this Agreement and its performance hereunder, except to the extent that failure to comply would not, in the aggregate, reasonably be expected to have a material adverse effect on its ability to comply with its obligations under this Agreement. Without limiting the generality of the foregoing, each Party shall at all times, at its own expense, obtain and maintain all certifications, credentials, authorizations, licenses, and permits necessary to conduct its business relating to the exercise of its rights and the performance of its obligations under this Agreement.

1. Client Obligations and Responsibilities. Client shall:

1. Appoint and, in its reasonable discretion, replace a Client representative to serve as the primary contact with respect to this Agreement, which representative will have the authority to act on behalf of Client with respect to matters pertaining to this Agreement.
2. Provide copies of or access to Client’s information, documents, samples, products, or other material (collectively, “Client Materials”) as Service Provider may reasonably request in order to carry out the Services in a timely manner, and ensure that they are complete and accurate in all material respects, where applicable. Client and its licensors are and shall remain the sole and exclusive owner of all right, title, and interest in and to all Client Materials.
3. Respond promptly to any Service Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Service Provider to perform the Services in accordance with the requirements of this Agreement.
4. Only use the Services for lawful purposes and shall not transmit any materials to Service Provider in violation of applicable laws and regulations.

1. Intellectual Property Rights.

1. Intellectual Property.  For the purposes of this Agreement, “Intellectual Property” means any and all trade secrets, trademarks, domain names, original works of authorship and related copyrights, and any other intangible property in which any person holds proprietary rights, title, interests, or protections, however arising, pursuant to the laws of any jurisdiction throughout the world.
2. License to Certain Client Intellectual Property. Client represents and unconditionally guarantees to Service Provider that it owns all Client Intellectual Property, including text, graphics, videos, photos, content, designs, trademarks, or other artwork furnished to Service Provider in connection with the Services, where applicable, or Client has permission from the rightful owner to use the same. Subject to and in accordance with the terms and conditions of this Agreement, Client grants Service Provider and its affiliates a limited, non-exclusive, royalty-free license during the Term to use Client’s Intellectual Property solely to the extent necessary to provide the Services to Client. Service Provider acknowledges that Client owns all right, title, and interest in, to, and under the Client’s Intellectual Property and that Service Provider shall not acquire any proprietary rights therein.  Client shall indemnify and hold Service Provider and its affliates harmless from and against any and all losses, damages, liabilities, and claims (including attorneys’ fees) arising out of or resulting from any third-party alleging that any Client Materials or Client Intellectual Property or Service Provider’s receipt or use thereof in accordance with the terms of this Agreement infringes any Intellectual Property of a third party.
3. Ownership of and License to Deliverables.

1. In the course of providing the Services, Service Provider will be using certain pre-existing materials consisting of documents and materials of Service Provider, data, know-how, methodologies, software, and other materials, including computer programs, reports, and specifications, in each case developed or acquired by Service Provider prior to the commencement or independently of this Agreement (collectively, the “Pre-Existing Materials”). Service Provider and its licensors are, and shall remain, the sole and exclusive owners of all right, title, and interest in and to the Pre-Existing Materials, including all Intellectual Property therein.
2. In the course of providing the Services, Service Provider will be using certain third-party materials consisting of documents, data, content, or specifications of third parties, and components or software including open-source software that are not proprietary to Service Provider (collectively, the “Third-Party Materials”), Client shall have a limited, royalty-free, worldwide license to use the Third-Party Materials to the extent incorporated in, combined with or otherwise necessary for the use of the Deliverables solely to the extent reasonably required in connection with Client’s receipt or use of the Services and Deliverables. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants to Client or any third party, any Intellectual Property rights in the Third-Party Materials, by implication, waiver, estoppel, or otherwise.]

1. Work Credit. Client agrees to allow Service Provider to use Client’s name and website for, including but not limited to Service Provider’s promotions, online portfolio, past clients list, on social media, in print material, etc. for advertising and promoting Service Provider’s services to other third parties.

1. Payment Obligations.

1. Fees and Expenses.

1. In consideration of the provision of the Services and the rights granted to Client under this Agreement, Client shall pay Service Provider the fees (“Fees”) agreed upon :

1. Fixed Fees: The Client agrees to be billed at a fixed rate for the primary service arrangement as stipulated in the corresponding Service Agreement or any other document that may detail the services provided. This fixed rate is non-negotiable and is deemed to be acceptable by the Client at the time of entering this Agreement.
   
   Payment for the services may be made in full at the time of purchase or through a convenience payment plan, as presented by the Company when entering into the primary service arrangement. If the Client chooses to engage in a payment plan, the Client shall adhere to the schedule, terms, and conditions outlined in the selected payment plan. Failure to comply with the payment schedule may result in late fees, suspension of services, or other remedies as defined in this Agreement or under applicable law.
   
   The Client acknowledges that any deviation from the agreed fixed rate or the selected payment plan must be mutually agreed upon in writing by both parties. Unless otherwise stated in writing, the fixed rate and the payment plan terms shall remain in effect for the duration of the primary service arrangement.
   
   By accepting the services and the associated billing structure, the Client confirms understanding, acceptance, and compliance with these billing and payment terms.
2. Recurring Fees: The Client acknowledges that certain services provided by the Company may be subject to ongoing recurring fees as explicitly outlined in the Service Agreement or any other corresponding document detailing the services chosen. These recurring fees are in relation to the specific service(s) selected by the Client that are priced with a recurring billing structure, where applicable.
   
   By entering into this Agreement, the Client expressly authorizes the Company to charge the Client's designated payment method for the recurring fees at the intervals specified in the Service Agreement until such time that the recurring service is terminated in accordance with the terms and conditions set forth in this Agreement.
   
   The Client understands and agrees that these recurring charges will continue unless and until the Client or the Company cancels the recurring service in compliance with the cancellation policies outlined in this Agreement or other relevant documentation.
   
   Any changes to the recurring fees or the billing method must be agreed upon in writing by both parties and may require a separate amendment to this Agreement or the execution of a new agreement.
   
   The Client's acceptance of services that include recurring fees constitutes the Client's Agreement to be bound by the terms related to recurring billing, including the obligation to pay all recurring fees as agreed. Failure to comply with the recurring payment obligations may result in additional charges, suspension of services, or other remedies as defined in this Agreement or under applicable law.
   
   By accepting the services with ongoing recurring fees, the Client confirms understanding, acceptance, and compliance with these recurring billing terms.

1. Payment. All Fees shall be paid electronically using the card on file as entered by the client throughout any purchase or checkout process. Due at check out and upon the monthly or annual anniversary for all recurring charges accepted by the client.
2. Taxes. All Fees and expenses payable by Client under this Agreement are inclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on such amounts.
3. Invoice Disputes. Client shall notify Service Provider in writing of any dispute with an invoice (along with substantiating documentation and a reasonably detailed description of the dispute) within ten days from the Client’s receipt of such billing invoice or financial institution provided statement. Client will be deemed to have accepted all charges for which Service Provider does not receive timely notification of dispute and shall pay all undisputed amounts due under such invoices or charges within the period set forth in Section 4.2. The Parties shall seek to resolve all such disputes expeditiously and in good faith.

1. Limitation of Liability. Both parties acknowledge that the internet is neither owned nor controlled by any one entity; therefore, to the extent that the internet, or lack of control thereof, should somehow negatively impact the final product or Services provided by Service Provider the Client shall not hold Service Provider responsible.  IN ANY EVENT, SERVICE PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO SERVICE PROVIDER PURSUANT TO THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
2. Confidentiality. From time to time during the Term, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) information about its business affairs and services, confidential information and materials comprising or relating to Intellectual Property, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media (collectively, “Confidential Information”). Confidential Information does not include information that at the time of disclosure: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section by the Receiving Party or any of its representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information; or (e) is required to be disclosed pursuant to applicable Law. The Receiving Party shall, for two years from disclosure of such Confidential Information: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person, except to the Receiving Party’s Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The Receiving Party shall be responsible for any breach of this Section caused by any of its representatives. On the Disclosing Party’s written request, the Receiving Party and its representatives shall, pursuant to Section 7.3, promptly return or destroy all Confidential Information and copies thereof that it has received under this Agreement.
3. Term; Termination.

1. Term. The term of this Agreement commences on the first date of purchase or otherwise involving client paid monies and shall continue on a monthly basis, renewing automatically, until terminated in accordance with the terms of this Agreement (the “Term”).
2. Minimum Commitment Period. Notwithstanding the above, all new clients entering into this Agreement are subject to a minimum commitment period of twelve (12) months from the date of commencement of the Term (the "Minimum Commitment Period"). During this Minimum Commitment Period, the client is obligated to fulfill the terms of the Agreement, including the payment of any applicable fees and charges, as set forth herein. This Minimum Commitment Period is integral to ensuring the effective provision and continuity of services. Unless otherwise terminated in accordance with Section 1.2 (Termination), this Agreement shall automatically continue beyond the Minimum Commitment Period on a month-to-month basis. 
3. Termination. In accordance with Service Provider's unwavering commitment to client satisfaction and service excellence, Service Provider hereby extends a satisfaction and money-back guarantee. This assurance is a testament to the high standards and efficacy of Service Provider's services. It is important to note that this guarantee includes provisions for client cancellation, subject to specific terms and conditions. These terms, meticulously crafted by Service Provider to safeguard the interests of all parties involved, will be comprehensively communicated to clients to ensure transparency and informed consent. Service Provider prioritizes client confidence and satisfaction, allowing for cancellation options under defined circumstances. Service Provider is dedicated to diligently upholding these principles at the forefront of its professional engagements. Service Provider may also terminate this Agreement effective upon written notice to Client if any of the following occurs: (a) Client fails to timely pay any fees and expenses due under this Agreement within five days following the due date, (b) Client materially breaches this Agreement (other than a payment failure), and Client does not cure such breach within 20 days after receipt of written notice of such breach, (c) Client becomes insolvent or is generally unable to pay its debts as they become due, or (d) Client files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or similar.
4. Effect of Expiration or Termination.

1. Upon expiration or termination of this Agreement for any reason, Service Provider shall deliver to Client all Deliverables (whether complete or incomplete) for which Client has paid and all Client Materials and Client will reimburse Service Provider for all non-cancellable expenses accrued by Service Provider to perform the Services, which amount may be offset by any pre-paid expenses and Fees for which Services have not yet been performed.
2. Expiration or termination of this Agreement will not affect any rights or obligations that are to survive the expiration or earlier termination of this Agreement. Subject to the limitations and other provisions of this Agreement,  Section 4 (Fees and Expenses), Section 5 (Limitation of Liability), Section 6 (Confidentiality), Section 7 (Term; Termination), and Section 8 (Miscellaneous), of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement for the period specified therein, or if nothing is specified for a period of 12 months after such expiration or termination.

1. Dispute Resolution. In the event of a dispute arising out of or relating to this Agreement, the Parties shall endeavor to reach a resolution of the dispute satisfactory to both Parties by negotiation and consultation between themselves. If the dispute cannot be resolved within 30 days following the initial notice of such dispute, then this dispute may, at either party’s request, be referred to mediation. The Parties shall cooperate with one another in selecting a mediation service, and shall cooperate with the mediation service and with one another in selecting a neutral mediator and in scheduling the mediation proceedings. The Parties covenant that they will use commercially reasonable efforts in participating in the mediation. The Parties agree that the mediator’s fees and expenses and the costs incidental to the mediation will be shared equally between the Parties. If the Parties cannot resolve any dispute for any reason, including, but not limited to, the failure of either Party to agree to enter into mediation or agree to any settlement proposed by the mediator, then either Party may file suit in a court of competent jurisdiction in accordance with this Agreement.
2. Miscellaneous.

1. Entire Agreement. This Agreement, including the related schedules attached hereto, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party.
2. Construction.  The rule of construction that an agreement is to be construed most strictly against the party who drafted the agreement shall not be applicable to this Agreement because all Parties participated in the acceptance of this Agreement as outlined on our website and provided directly to the Client throughout the onboarding process.  
3. Notices. Any notice, request, demand, instruction, or other document to be given under this Agreement shall be in writing and shall be delivered in person, by email, by FedEx or a similar overnight courier, or by United States certified mail, return receipt requested, with postage prepaid, and addressed to the parties at the respective addresses below.  Delivery shall be effective (i) upon receipt if delivered in person or by email prior to 5:00 p.m. local time at the address of the addressee or on the next business day if delivered after 5:00 p.m. local time or on a Saturday, Sunday, or legal holiday, (ii) one business day after having been delivered to FedEx or a similar courier for next-day delivery, and (iii) five business days after mailing if mailed.  A party may change its address by service of a notice of such change in accordance with this section.

Service Provider: Listening Sells
164 Rainbow Dr #6406
Livingston, Texas 77399
Attn: Dan Smith

1. Severability. If any provision of this Agreement or the application of any provision to any person or circumstance is determined to be unenforceable to any extent, the remaining provisions of this Agreement shall remain in effect if the essential provisions of this Agreement for each party remain enforceable.
2. Waiver of Certain Damages. Neither party shall be liable for punitive, incidental, indirect, exemplary, special, or consequential damages, including loss of profits, loss of good will, loss of business opportunity, additional financing costs, or loss of use of any equipment or property.
3. Attorneys’ Fees and Costs.  In any action between the Parties relating to this Agreement, the prevailing party shall be entitled to an award of its attorneys’ fees and costs.  The term “Prevailing Party” shall be determined based upon an assessment of which party’s major arguments or positions taken in the action or proceeding could fairly be said to have prevailed (whether by compromise, settlement, abandonment by the other party of its claim or defense, final decision, after any appeals, or otherwise) over the other party’s major arguments or positions on major disputed issues.
4. Waiver. No waiver by either Party of any of the provisions hereof shall be effective unless explicitly set out in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
5. Vendors. Service Provider shall have the right to utilize contractors, third-party companies, and vendors selected by Service Provider in its sole discretion to perform the Services.
6. Assignment. Client shall not assign any of its rights or delegate any of its obligations under this Agreement, voluntarily or involuntarily, whether by merger, consolidation, conversion, change of control, dissolution, operation of law, or any other manner.  Any attempted assignment in violation of this provision shall be void and a breach of this Agreement.  This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
7. Third-Party Beneficiaries. This Agreement does not create any rights in parties who are not a party to this Agreement.
8. Choice of Law.  This Agreement and all claims or causes of action of any type that may be based upon, arise out of, or relate to this Agreement or the negotiation, execution, or performance of this Agreement (including any claim or cause of action based upon, arising out of, or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed by and construed in accordance with the laws of the State of Oklahoma, including applicable statutes of limitation and other procedural rules.
9. Choice of Forum. Any legal action or proceeding with respect to this Agreement shall be brought exclusively in the District Court of Oklahoma County, Oklahoma, or in the United States District Court for the Western District of Oklahoma.  By execution and delivery of this Agreement, the parties irrevocably accept the exclusive jurisdiction of such courts and waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the jurisdiction or laying of venue of any such litigation brought in any such court and any claim that any such litigation has been brought in an inconvenient forum.  The parties acknowledge that the acceptance of the exclusive jurisdiction of such courts is a material consideration for entering into and performing this Agreement.
10. Relationship of Parties. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Service Provider is an independent contractor pursuant to this Agreement. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.
11. Counterparts.  This Agreement may be executed in one or more counterparts.  It shall not be necessary for the signature of more than one party to appear on any single counterpart.  Each counterpart shall be deemed to be an original of this Agreement, and all counterparts together shall constitute one agreement.  The Client's use of any system, material, content, or engagement with Listening Sells, LLC constitutes acknowledgment and acceptance of the terms of this Agreement, and such acknowledgment shall be as legally binding and effective as the execution of a written counterpart.
    
    12. Authorization for Use of Member Information and Endorsements.  By signing up for, participating in, or otherwise engaging with any services, programs, or activities offered by Listening Sells LLC (the "Company"), the Client hereby grants the Company a perpetual, worldwide, royalty-free, and transferable license to use, reproduce, distribute, display, and create derivative works of the Client's name, likeness, voice, testimonials, feedback, company name, logo, trademarks, website information, and any other identifying information or content provided to or obtained by the Company in connection with the Client's use of the Services (collectively, "Client Content").
    

    This authorization includes, but is not limited to, the use of Client Content in:

    1. Marketing materials, both digital and print
    2. Case studies and success stories
    3. Website content and social media posts
    4. Promotional videos and advertisements
    5. Press releases and media communications
    6. Sales presentations and pitches
    7. Educational and training materials
    8. Client lists and portfolios

     The Client acknowledges and agrees that this authorization is automatically granted upon any form of participation or engagement with the Company, without the need for additional consent, model release, or approval. The Company shall have the right to edit, modify, or adapt the Client Content as it deems necessary for its marketing and promotional purposes.

    The Client waives any right to inspect or approve the finished product or products and the advertising copy or other matter that may be used in connection therewith or the use to which it may be applied. The Client releases the Company from any liability by virtue of any blurring, distortion, alteration, optical illusion, or use in composite form, whether intentional or otherwise, that may occur or be produced in the taking of said picture or in any subsequent processing thereof, as well as any publication thereof.

    The Client warrants that they have the full legal right to authorize the use of the Client Content as described herein and that such use will not infringe upon the rights of any third party. The Client agrees to indemnify and hold the Company harmless from any claims, damages, or liabilities arising from the use of the Client Content as authorized herein.

    The Client understands that this authorization does not obligate the Company to make use of any of the rights granted herein. The Company retains the right to discontinue the use of any Client Content at its sole discretion.