ICT CUSTOMER AGREEMENT

GENERAL TERMS

Effective as of the date of purchase.

These General Terms govern all products and services purchased from Icenhower Coaching & Consulting, INC (“ICT,” “we,” “us”). The specific product purchased is described in the applicable Schedule, which is incorporated into and forms part of this agreement. If a Schedule conflicts with these General Terms, the Schedule controls for that product.

1. ACCEPTANCE. By checking the acceptance box, clicking to purchase, or otherwise completing a transaction for any ICT product, you (“Client”) agree to these General Terms and the applicable Schedule. You represent that you are at least 18 years old and have authority to enter this agreement, and if purchasing on behalf of an entity, that you have authority to bind that entity. This agreement becomes effective on the date of purchase.
2. ELECTRONIC ACCEPTANCE AND COMMUNICATIONS. Client consents to transact electronically and agrees that electronic acceptance has the same legal effect as a handwritten signature. Client consents to receive all notices, agreements, disclosures, and acknowledgments by email at the address provided at purchase. Client is responsible for keeping that address current.
3. PROPRIETARY MATERIALS. All materials, content, scripts, systems, recordings, templates, and information provided by ICT remain the exclusive property of ICT. Client receives a limited, non-exclusive, non-transferable, revocable license to use them solely for Client’s own business purposes for the duration of the term. Client may not record, copy, reproduce, videotape, distribute, resell, sublicense, publicly display, or create derivative works from any ICT materials without ICT’s prior written consent. This section survives termination.
4. ACCESS RESTRICTIONS. Access is granted to the named Client only. Client may not share login credentials, seats, call access, or materials with any other person, including members of Client’s team, unless the applicable Schedule expressly provides for additional users. ICT may suspend access for violation of this section.
5. PAYMENT AUTHORIZATION. Client authorizes ICT to charge the payment method provided at purchase for all amounts due, including recurring charges, on the schedule set out in the applicable Schedule. Client is responsible for keeping payment information current. All payments are non-refundable.
6. DEFAULT AND SUSPENSION. If any payment fails or is not made when due, ICT may suspend all services, access, and privileges until the balance is cured. Suspension does not relieve Client of the obligation to pay amounts accrued during the remaining term. If Client initiates a chargeback for a charge authorized under this agreement, ICT may suspend services immediately and pursue the disputed amount plus any associated fees.
7. NO GUARANTEE OF RESULTS. ICT provides training, coaching, and business education. ICT does not guarantee any specific result, income, transaction volume, listing count, or business outcome. Any figures, case studies, or examples presented by ICT or its coaches are illustrative and are not a promise or projection of Client’s results. Results depend on factors outside ICT’s control, including Client’s effort, market conditions, and Client’s own business decisions. Client is solely responsible for Client’s business decisions.
8. NOT LEGAL, TAX, OR BROKERAGE ADVICE. ICT is not a law firm, accounting firm, or real estate brokerage, and nothing provided under this agreement constitutes legal, tax, accounting, or brokerage advice. Client is responsible for compliance with all laws, regulations, MLS rules, and brokerage policies applicable to Client’s business.
9. LIMITATION OF LIABILITY. To the maximum extent permitted by law, ICT’s total aggregate liability arising out of or relating to this agreement will not exceed the amount Client paid to ICT in the twelve (12) months preceding the event giving rise to the claim. ICT is not liable for lost profits, lost business, lost data, or any indirect, incidental, special, consequential, or punitive damages, even if advised of the possibility. Nothing in this section limits liability that cannot be limited under applicable law.
10. INDEMNIFICATION. Client will indemnify and hold harmless ICT, its officers, employees, and coaches from any claim, loss, or expense arising from Client’s use of ICT materials, Client’s business activities, or Client’s breach of this agreement.
11. FORCE MAJEURE. Neither party is liable for delay or failure to perform due to causes beyond its reasonable control. ICT’s rescheduling rights under any Schedule are in addition to this section.
12. ASSIGNMENT. Client may not assign or transfer this agreement without ICT’s prior written consent. ICT may assign this agreement in connection with a merger, acquisition, or sale of assets.
13. GOVERNING LAW AND VENUE. This agreement is governed by the laws of the State of California without regard to conflict of laws principles. Venue shall be in the County of Tulare, State of California.
14. DISPUTE RESOLUTION. Any controversy or claim arising out of or relating to this agreement shall first be submitted to mediation on the written request of either party. If not resolved by mediation within thirty (30) days, the dispute shall be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules, before a single arbitrator, in Tulare County, California. Each party bears its own attorneys’ fees and costs and the parties share the cost of mediation and arbitration equally. Claims may be brought only in an individual capacity and not as a plaintiff or class member in any class or representative proceeding. Either party may bring an individual claim in small claims court. Judgment on the award may be entered in any court of competent jurisdiction.
15. SEVERABILITY. If any provision is found unenforceable or void, the remainder of this agreement remains effective and enforceable.
16. ENTIRE AGREEMENT; MODIFICATION. These General Terms together with the applicable Schedule constitute the entire agreement between the parties and supersede all prior discussions. ICT may update these General Terms prospectively on notice to Client; material changes will be communicated by email before taking effect, and continued use after the effective date constitutes acceptance. Product-specific terms in a Schedule may be modified only in a writing agreed by both parties.
17. PRIVACY. ICT’s handling of personal information is described in ICT’s Privacy Policy at https://therealestatetrainer.com/ict-privacy-policy, incorporated by reference.
18. CHANGES TO COURSES AND MATERIALS. ICT’s courses, training materials, and platform features are provided as they exist from time to time. ICT may add, update, modify, replace, retire, archive, or remove any course, material, or feature at its discretion, and does not guarantee the continued availability of any particular course, material, or feature. ICT will not, during a paid term, reduce the overall scope of the services in a manner that materially deprives Client of the benefit of the product purchased.

SCHEDULE A: ONE-ON-ONE COACHING

A1. SERVICES. ICT will provide Client with one-on-one coaching calls at the frequency corresponding to the coaching subscription selected at purchase. ICT will also provide access to supplemental training materials, videos, scripts, programs, and support documents.

A2. RIGHT TO RESCHEDULE. Due to speaking engagements, training events, vacation, illness, holidays, or other reasons, ICT reserves the right to reschedule any call to another mutually agreeable time with Client.

A3. MISSED CALLS. Calls that Client misses or cancels with less than twenty-four (24) hours’ notice are forfeited and are not credited, refunded, or carried forward.

A4. TERM AND AUTOMATIC RENEWAL. The initial term is twelve (12) months beginning on the date of purchase. Client agrees to the full twelve (12) month commitment. At the end of the initial term and each renewal term, this agreement automatically renews for an additional twelve (12) month term at the then-current rate, and Client’s payment method will continue to be charged, unless Client terminates as described in Section A6.

A5. PAYMENT. The monthly subscription amount selected at purchase will be charged each month to the credit card or ACH account provided. All payments are non-refundable.

A6. TERMINATION BY CLIENT. Client may not terminate during the initial twelve (12) month term. After the initial term, Client may terminate at any time by written notice by email to ICT at info@icenhowercoaching.com. Coaching subscription and services will be canceled thirty (30) days from ICT’s receipt of that written notice, and Client remains responsible for amounts accrued through that date. ICT may, in its sole discretion, release a Client from the remainder of a term, but is under no obligation to do so.

A7. TERMINATION BY ICT. ICT may terminate this agreement at any time during the term, for any reason not prohibited by law, on notice to the email address Client provided.

A8. ACKNOWLEDGMENT. Following purchase, ICT will send Client an email acknowledgment containing the term, the renewal terms, and the termination procedure.

SCHEDULE B: AMP SUBSCRIPTION

B1. SERVICES. ICT will provide Client with access to the Agent Management Portal (AMP), consisting of a dedicated branch (a private, custom-branded area of the AMP platform for Client’s authorized users) and the number of authorized user seats corresponding to the seat tier selected at purchase. An AMP subscription includes: branding of Client’s branch with Client’s logos, colors, and themes; access to ICT’s then-current library of training courses together with the accompanying downloadable and printable training materials; a progress reporting dashboard; certificates of completion and designations for courses that offer them; administrative access and control over Client’s own users, including enrollment, course assignment, and reporting; and the ability for Client to create and publish its own training courses within its branch. Design setup and onboarding services vary by the package selected at purchase.

B2. AUTHORIZED USERS AND SEATS. Each seat is assigned to a single named individual. Login credentials may not be shared and a seat may not be used by more than one person. Client may reassign a seat to a different individual when the original user leaves Client’s organization. If Client’s authorized users exceed the seats purchased, or Client adds seats that place it in a higher seat tier, the subscription fee adjusts to ICT’s then-current rate for the applicable tier beginning with the next monthly billing cycle. Seat counts may not be reduced during a term; reductions take effect at renewal. Client is responsible for compliance by all of its authorized users with this agreement.

B3. TERM AND AUTOMATIC RENEWAL. The initial term is twelve (12) months beginning on the date of purchase. Client agrees to the full twelve (12) month commitment. At the end of the initial term and each renewal term, this subscription automatically renews for an additional twelve (12) month term at the then-current rate unless Client terminates as described in Section B5.

B4. PAYMENT. A one-time setup fee, in the amount disclosed at purchase, is due at purchase and is non-refundable. The subscription fee corresponding to the seat tier selected at purchase will be charged monthly to the payment method provided, subject to tier adjustments under Section B2. All payments are non-refundable.

B5. TERMINATION BY CLIENT. Client may not terminate during the initial twelve (12) month term. After the initial term, Client may terminate at any time by written notice by email to ICT at info@icenhowercoaching.com. The subscription will be canceled thirty (30) days from ICT’s receipt of that written notice, and Client remains responsible for amounts accrued through that date. ICT may, in its sole discretion, release a Client from the remainder of a term, but is under no obligation to do so.

B6. TERMINATION BY ICT. ICT may terminate this subscription at any time, for any reason not prohibited by law, on notice to the email address Client provided.

B7. EFFECT OF TERMINATION. On termination or expiration, Client’s branch is deactivated and access to AMP and all hosted materials ends on the effective date of cancellation. Client may not retain copies of ICT materials.

B8. SERVICE AVAILABILITY. ICT will use commercially reasonable efforts to keep AMP available, but does not guarantee uninterrupted access. Scheduled maintenance, third-party platform outages, and force majeure events are excluded.

B9. ACKNOWLEDGMENT. Following purchase, ICT will send Client an email acknowledgment containing the term, the renewal terms, and the termination procedure.