Terms & Conditions

This Rainmaker Residency™ Program Agreement (the “Agreement”) is made by and between LoSoMo Inc. dba Rainmaker Residency™, a Florida corporation, represented by Veronica Romney,  (hereafter known as “Company” “We”), and you, the participant (hereafter known as “Participant” “You”) (collectively, the “Parties”). Company shall provide an intensive marketing leadership training program for Participant known as the Rainmaker Residency™ Program, (“Program”), with the parties agreeing to these binding terms via an electronic signature as follows:

 1.0 Term and Termination:

This Agreement takes effect immediately as of the purchase date and it remains in full force and effect for twelve consecutive months, or until the Program has completed, whichever is earlier (the "Term"), unless terminated under the terms of this Agreement.

2.0 Rainmaker Residency™ Program:

During the Term, the Company will provide the Rainmaker Residency™ Program as described on the applicable sales page on the date of purchase (the "Services") to Participant. The Program may include group calls, private access to Company communication channels, and training, assessments, and deliverables as described in any applicable sales and program page, (“Program Materials”). Participant will have access to Program Materials for 12 months from the date of the Program start date as listed on the sales page.

3.0 Payment Details:

3.1. Payments: Participant shall pay Company the total sales price for the Rainmaker Residency™ Program as indicated the . Participant can choose to pay this amount in full at the start of the Program or in a 12-month payment plan, offered for Participant’s convenience. Payments are not refundable or transferable, outside of the Pivot Promise detailed in this Agreement, so please carefully consider your commitment to this high-touch and personalized leadership training program. Participant hereby grants Company the authority to charge the credit card or ACH bank account/e-check provided on the same date of the execution date of this agreement each consecutive month until the total payment is complete. If the Participant is paying via PayPal, the Participant is responsible for completing the invoice payment each month on or by the due date. If Participant needs to change payment information, they should contact the Company at [email protected] for assistance before their next payment is due.  If a Participant misses a payment, Company reserves the right to remove all Program access, including calls and online support, until the payment and any applicable late fees as detailed in this Agreement are made in full. If a Participant misses two consecutive payments, Company reserves the right to collect the full balance from Participant and to initiate collection proceedings to recover any outstanding amount, in addition to the recovering attorney’s fees and collection fees, regardless of the arbitration dispute resolution language included in this Agreement. We thank you for your prompt payment and your full commitment to the Program.

3.2. Payment Authorization: Participant hereby authorizes LoSoMo Inc. dba Rainmaker Residency™, a Florida corporation, to initiate either an electronic debit or credit or to create and process a demand draft against Participant’s bank account according to the terms outlined below. Payment via credit card will be subject to an additional processing fee of 3.25%. If an ACH payment due date falls on a weekend or holiday, the payment may be executed on the next business day. You understand this is an electronic transaction and adequate funds must be available for withdrawal from the account by the payment due date. In the case of an ACH transaction being rejected for Non-Sufficient Funds (NSF), submission error, or other bank-related return reasons, Company may resubmit the ACH debit transaction within thirty (30) days with an additional bank service charge. You understand a 5% late charge will be assessed each week if the amount due is not received in full and collected funds by the original payment is due, or the highest statutory rate of the relevant jurisdiction. You also understand that a return item charge may be assessed for each returned ACH debit. You also acknowledge that the origination of ACH transactions to Company’s account must comply with provisions of U.S. law and you agree not to dispute this recurring billing with your bank so long as the transactions correspond to the terms indicated in this Agreement. This payment authorization is to remain in full force and effect until the total Program payment is made in full.

3.3.  Pivot Promise: If you find yourself unexpectedly unemployed, the Company will pause the billing for up to two months (60 days) while you find a new job. After 60 days, billing will resume and the payments are due each month until the total program is paid in full (if Participant has chosen the payment plan). Due to the nature of this high-touch leadership program, the level of resources and support reserved for each Participant, and the integrity of the learning environment, no refunds are available regardless of whether the Participant finds employment after 60 days. Participants who purchase the Program are responsible for the full payment despite any change in circumstances in their personal or professional life, including salary.

3.4. Payment Liability: Participant will be responsible for paying any additional expenses required for implementing any plans or strategies (including but not limited to software, vendors, advertising budget, personnel, etc.). Company shall not be liable for any damages, losses, or liabilities that may arise out of Company’s suspension of performance and/or withholding of materials due to Participant’s non-payment. Participant is responsible for payment even in the event of friction between other Participants, including  any changes in employment status, competing business offers or launches, or other interpersonal or business conflict. Company has the right, but not the responsibility to enforce its rules against Participants to maintain a good learning environment.

Translation: If you don’t get along with someone – you still have to pay. If someone in the group hires you and it doesn’t work out  -- you still have to pay. If someone “steals” your idea, you still have to pay. This is an advanced leadership group program and there are risks and rewards that come with that group dynamic.

3.5. Refunds and Chargebacks: No refunds. All purchases are final. Since we have a clear and explicit refund policy that you have agreed to prior to completing your purchase of coaching services, Company does not tolerate or accept any type of chargeback threat or actual chargeback from the Participant’s bank or payment processor. In the event that a chargeback is placed on a purchase or Company receives a chargeback threat during or after your purchase, Company reserves the right to report the incident to all three credit reporting agencies or to any other entity for inclusion in any chargeback database or for listing as a delinquent account which could have a negative impact on Participant’s credit report score. The information reported will include Participant’s name, email address, order date, order amount, and billing address. Chargeback abusers wishing to be removed from the database shall make the payment for the amount of the chargeback. Participant agrees that initiating a chargeback or threatening a chargeback is a breach of these payment terms and shall subject Participant to the Termination Policy below.

4.0 Participant Obligations:

The Company’s ability to perform its obligations under this Agreement are dependent on the Participant fulfilling their obligations and following the guidelines in this Agreement and any posted rules of a community platform. The Company shall not be liable for any costs, charges, or losses sustained by the Participant arising directly from any failure of the Participant to fulfill its obligations under this Agreement.

5.0 Intellectual Property Ownership:

Our Rainmaker Residency™ Program, and any other Programs, Courses, Products, and Services and all the Program Materials are our property and/or the property of our affiliates or licensors, and are protected by copyright, trademark, and other intellectual property laws. This protection includes, but is not limited to, the design, layout, look, appearance, and graphics of our Program Materials or any other material or aspects of materials provided by us to you. Participant is hereby granted a revocable, non-transferable license for your personal use. Permitted use includes Participant being able to download and/or print Program Materials for your own personal use. However, you are not permitted to display, share, sell, reprint, republish, or make available for use any other of our Program Materials, including e-downloads, handouts, slides, questionnaires, workbooks, digital boards (Asana, Notion, Trello, Basecamp, etc.) for any other use, including resale. Any trademarks, taglines, and logos displayed on Program Materials are trademarks belonging to Company. Any marketing or promotional tools and/or Program, Product or Service titles or any other title or information of ours bearing the trademark symbols (™) or ® may not be used by you for any reason without our express written permission. For those trademarks, taglines, and logos for which Participant or Rainmaker are granted permission to use, the trademark indicia must be included at all times. All rights not expressly granted in these terms or any express written license are reserved by Company. Participant understands that any prohibited, improper, and/or unauthorized use may give rise to a civil claim for damages and/or be a criminal offense.

5.1. Limitations on Linking and Framing: Participant may establish a hypertext link to our Website or Content so long as the link does not state or imply any sponsorship, endorsement by, or ownership of our website, content, and does not state or imply that we have sponsored, endorsed or have ownership rights in your website. However, you may not frame or inline link our content without our written permission.

5.2. Media Release: By posting or submitting any material on or through our Programs, Products, Services or Program Materials, such as comments, posts, photos, images, questions, or videos or other contributions, you the Participant are representing yourself as the owner of all such materials or have the permission to share them, that you are granting the right to use your name, image, and likeness in the delivery of services and the implementation of the program.

5.3. Testimonial Release:  If you, the Participant, or any or your agents or employees, provide any testimonial or Program feedback, you, the Participant authorize the use of your name and likeness, together with my endorsement or testimonial, whether written or oral, which may appear in any media released by Company collectively, it agents, representatives, and/or assignees, in connection with any advertisement or promotion of Company’s products and/or services.

5.4 Competing Offers: You, the Participant are not permitted to offer, present, display, share, sell, republish, or make available for use or purchase any other competing services, opportunities, events, curriculum, coaching program, or similar offers for a marketing leadership program or that otherwise directly or indirectly compete with the materials in the Rainmaker Residency™ Program while you are a Participant and for a period of three (3) years from the end of your participation in the Program. We take our intellectual property boundaries seriously and ask you to do the same. We demand that you carefully and intentionally prepare any of your own offers in a way that is substantially different and transformative than anything inside of the existing Program.

5.5. Injunctive Relief and Liquidated Damages: The Parties hereby agree that the remedy at law for breach of any of the terms of this paragraph (Paragraph 5) of this Agreement cannot be easily determined and that Company shall be entitled to injunctive relief to enjoin any such breach or to prevent an anticipated or ongoing breach of this Agreement. Participant agrees that subject to applicable law, Company shall not be required to post any bond in order to pursue injunctive relief. Participant further agrees that Participant shall be entitled to liquidated damages of not less than $10,000 per breach of any term of this Agreement. However, nothing in this Agreement shall limit Company’s remedies to pursue actual damages against Participant in case of any breach of this Agreement.​​ The Parties acknowledge that the sums payable above shall constitute liquidated damages and not penalties and are in addition to all other rights of the Company, including the right to call a default. The parties further acknowledge that (i) the amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate, (ii) the amounts specified in such subsections bear a reasonable relationship to, and are not plainly or grossly disproportionate to, the probable loss likely to be incurred in connection with any failure by the Participant to comply with the Terms of Paragraph 5, (iii) one of the reasons for the Parties reaching an agreement about the amount was the uncertainty and cost of litigation regarding the question of actual damages, and (iv) the Company and the Participant are sophisticated business parties and have had the opportunity to obtain legal counsel and negotiate this Agreement at arm's length.

6.0 Legal Clearances:

The Participant is responsible for obtaining all legal clearances required for the performance of Services, including being free to enter into this Agreement and participate in this Program. Participant warrants not being a party to, or bound by any contract, the terms of which would be inconsistent with or contrary to the terms of this Agreement.  The Participant warrants that all ideas, materials, and information shared by the Participant in the course of the Program may be discussed with others without violating any laws or infringing the rights of any third parties, including any employers. You understand that you are responsible for abiding by any employment, confidentiality/NDA, trade secret, non-solicitation, or other intellectual property obligations or agreements and that YOU have the ultimate responsibility to choose what to share and the consequences of that sharing.[5]  There is a high expectation, but not an obligation of us to enforce confidentiality within the Program.

7.0 Indemnification:

The Participant shall indemnify, defend (at its own cost and expense) and hold Company and its officers, employees, and agents harmless from and against any and all claims, suits, demands, damages, losses, and expenses arising from any breach, misrepresentation, or other act or omission of the Participant stemming from this Agreement.

8.0 Liability of Company:

Company shall not be held responsible for delays or nonperformance caused by activities or factors beyond its reasonable care and control, including delays and nonperformance caused by viruses, third-party applications or platforms, denials of service, other acts or omissions by third parties, Internet service providers, the Participant, the Rainmaker or other-members of Participant’s or its contractors, strikes, physical or electronic lockouts, work slowdowns or stoppages, accidents, fires, acts of God, terrorism, or faulty performance by the Participant or others, including third-party contractors hired by Company or by Participant. COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, THIRD-PARTY, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT. THE COMPANY’S MAXIMUM LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE PURCHASE PRICE ($30,000).  Company does not guarantee any particular salary, sales, or marketing results, including SEO, Participant bookings, speaking fees, sales, or revenue as a result of providing this Program. Individual results are based upon individual efforts and third-party factors that the Company cannot predict or control. Company may help facilitate introductions as part of the Program, but the Parties understand and agree that Company is not a hiring agent and that any employment or recruitment actions or non-actions, including ensuring that the recruiting and hiring process is compliant with all local, state and federal regulations, including any third-party agreements remains with you, the Participant.

9.0 Confidential Information:

9.1. Confidential Information Definition: Confidentiality is important. Participants get the most value out of this Program when they can expect other participants or recipients, to respect confidentiality and not share private information (“Confidential Information”) outside of the walls of the Program. As a condition of participating in the program, you hereby agree to respect the privacy of other Participants and to respect the Company’s Confidential Information. You understand that Confidential Information means physical and digital information not generally known or available outside of this Program and physical and digital information entrusted to the Company or Participants in confidence by third parties. Confidential Information includes, but is not limited, to research, development, trade secrets, financial information, product ideas, launch strategies, pricing, vendor, or other confidential business affairs. Confidential Information does not include information that is generally known or easily ascertainable by third parties, information that is public knowledge, was in the recipient’s possession before receipt, or is independently developed by the recipient.

9.2. Participant Obligations: The Parties agree to respect each other’s Confidential Information and agree not to make any copies, screenshots, recordings, or other reproductions of such Confidential Information, except as authorized by the Company or the Participant sharing the information. To use and facilitate this Program, Company may seek personally identifying information including your name, e-mail address, phone number, business name, and billing information or you may offer or provide text, photo, image, video, audio, or any other content submission to us when using or participating in the Program, including on any recorded group calls (“Other Information”). By providing Confidential Information or Other Information to us, you grant us permission to use and store such information. We, in turn, will use our best efforts to keep your Confidential Information safe, secure, and confidential in accordance with this Agreement.

9.3. Company Obligations: All Confidential Information granted to Company will be held in confidentiality and will not be disclosed to others, except that we may disclose Confidential Information: (1) pursuant to this Agreement, (2) if required to do so by law, (3) in the good-faith belief that such action is necessary to conform to the law, (4) to comply with any legal process served on the Host, our partners, sponsors, investors, affiliates, or others, (5) to protect and defend our property rights or those of others, and/or (6) to act as immediately necessary to protect the personal safety of others.

9.4. Confidential Information Liability: Please note that when Participants, either Participant voluntarily share Confidential Information or Other Information or make such information available for viewing by others, including in any online group messaging or on a group call, the Confidential Information or Other Information may be seen, collected, disclosed or used by others; therefore, we cannot be ultimately responsible for any disclosure or unauthorized use by others. If you believe that another Participant has violated the terms of this Program, please bring it to our prompt attention, as we take the breach of confidentiality seriously. However,  we are under no obligation to act or to not act in any particular manner and are not liable for damages as a result of any action or nonaction regarding the disclosure of confidential information by a third party. Participants also agree to abide by any third-party platform terms and conditions and their policies regarding confidentiality while using their platforms.

10.0 Disclaimer:

The Parties understand that our Program is not to be perceived or relied upon in any way as medical, accounting, financial, or legal advice. The information provided is not intended to be a substitute for professional advice that can be provided by your own health care provider, accountant, lawyer, or financial advisor. We make no warranty or guarantee as to the accuracy, timeliness, performance, completeness, or suitability of the information in our Program. Every effort has been made to present you with the most accurate, up-to-date information, but because the online marketing industry is constantly evolving, we cannot be held responsible or accountable for the accuracy of our content. You acknowledge that such information may contain inaccuracies or errors and we are not liable for any such inaccuracies or errors to the fullest extent permitted by law.

11.0. Conduct Guidelines:

You, the Participant agree that you will not use our Program or Program Materials in any way that causes or is likely to cause the Programs, Products, Services, Members or Program Materials, or access to them either to be interrupted, damaged, or impaired in any way. You understand that you are solely responsible for all electronic communications and content sent from your computer to this Website and its Content and to us. You must use the Program or Program Materials for lawful purposes only. You agree that you will not use our Programs, Products, Services or Program Materials in any of the following ways: