Coaching Agreement
This Coaching Agreement, hereinafter referred to as "Agreement," is entered into and made effective as of January 20th, 2026 by and between the following parties:
Sean Brown Productions LLC ("Organization"), a limited liability company, organized under the laws of the state of Washington and all current and the individual signing up for coaching services, Inner Circle, hereafter designated as Member ("Member"), WHEREAS, Member would like to join the Inner Circle and acknowledges and agrees to be bound by the terms and conditions listed herein; NOW, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do agree as follows:
Article 1 - COACHING:
This Agreement forms a legally binding agreement between Member and Organization and governs the Member's access and use of the Organization's services (the "Coaching Services"). This Agreement also covers the Organization's provision of services (the "Coaching Services"). Hereinafter, "you" and other third-person pronouns will refer to Member. BY ACCESSING OR USING ANY OF THE COACHING SERVICES, YOU AGREE TO BE BOUND AND ABIDE BY THIS AGREEMENT AND ANY AMENDMENTS THERETO. READ THIS AGREEMENT CAREFULLY BEFORE USING ANY OF THE COACHING SERVICES, ESPECIALLY SINCE THIS AGREEMENT MAY AFFECT YOUR LEGAL RIGHTS, SUCH AS REQUIRING BINDING INDIVIDUAL ARBITRATION, AND LIMITING YOUR RIGHT TO BRING A LAWSUIT OR CLASS ACTION. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY CEASE USE OF ANY OF THE COACHING SERVICES.
Article 2 - COACHING SERVICES:
The Coaching Services provided by Organization are as follows:
Access to monthly coaching, access to the Senior Photography Mastermind during the term of your Coaching Services, lifetime access to the recordings of the coaching calls, lifetime access to the Senior Photography Academy and the corresponding templates and Academy materials.
Article 3 - FEES:
Member will be responsible for the payment of fees ("Fees") to the Organization as follows:
Monthly billed on the day of the month the coaching service was initiated if entering into a payment plan or due in full upon joining the Inner Circle. This will be billed for the plan you initiated the coaching services under.
The first Fee payment is due on the same date upon joining the coaching services. Fees may be paid via the following methods: Electronic Payment via Stripe. Membership will be automatically terminated after three (3) failed payments with no late fees imposed.
Article 4 - TERMINATION:
This Coaching Agreement is for a fixed, non-cancelable term of twelve (12) months beginning on the Member’s enrollment date. The Program does not automatically renew. By enrolling, the Member agrees to remain bound to this Agreement and all associated payment obligations for the full twelve-month term. The Member may not cancel or terminate this Agreement prior to the completion of the twelve-month term for any reason, including but not limited to changes in personal circumstances, business circumstances, lack of participation, or dissatisfaction with the Program.
This Agreement may be terminated immediately by the Organization in the event of a breach of this Agreement by the Member, including but not limited to violations of the ethics, conduct, or community standards. Termination for breach does not relieve the Member of the obligation to pay any remaining fees due under this Agreement, and no refunds will be issued. This Agreement will also immediately terminate upon the occurrence of any of the following: the death of the Member; the Member’s failure or inability to pay required fees; the liquidation, dissolution, or discontinuance of the Organization; or the filing of any petition by or against the Organization under federal or state bankruptcy or insolvency laws.
All fees, whether paid monthly or in full, are non-refundable. The Member remains financially responsible for the full twelve-month term regardless of participation, termination for breach, or early removal from the Program. Upon completion of the twelve-month term, the Agreement will expire and no further billing will occur unless otherwise agreed to in writing.
Article 5 - LIMITED LICENSE:
Member acknowledges and agrees that the Organization's name, services, and any logos, designs, text, graphics, software, content, files, materials, and any other intellectual property rights contained therein, including without limitation, any copyrights, patents, trademarks, proprietary or other rights arising thereof, are owned by the Organization or its affiliates, licensors, or suppliers.
Member acknowledges and agrees that the source and object code of certain Membership Services and the format, directories, queries, algorithms, structure, and organization of the same are the intellectual property, proprietary, and confidential information of Organization and its affiliates, licensors, and suppliers.
Member expressly agrees not to do anything inconsistent with Organization's ownership of all of the intellectual property discussed herein. Member further agrees that there are no rights, title, or interest in or to any Membership Services, except as stated in this Agreement. In addition, except as expressly set forth in this Agreement, Member is not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or other proprietary rights of Organization or any third party.
For any Membership Services which enable you to use any software, content, equipment or other physical or non physical materials owned or licensed by us, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the specific Membership Services, and any related software, content, equipment or other materials FOR YOUR PERSONAL, NON-COMMERCIAL USE ONLY.
Article 6 - RESTRICTIONS:
There is a 50 mile restriction from the 98685 zip code. If you are within this mileage radius you are not eligible to enroll in the Membership. If you provide education within the photography industry, not limited to free or paid trainings, courses, memberships, mentorships or other methods of distribution, you may not enroll nor be enrolled as a Member.
You are prohibited from, and expressly agree that you will not:
(i) circumvent or disable any content protection system or digital rights management technology used with any Coaching Services;
(ii) decompile, reverse engineer, disassemble or otherwise reduce any Coaching Services to a human-readable form;
(iii) remove identification, copyright, or other proprietary notices in or on the Coaching Services;
(iv) access or use any Coaching Services in an unlawful or unauthorized manner, or in a manner that suggests an association with our content, products, services or brands, unless you have an executed agreement with us that allows for such activity;
(v) use, alter, copy, modify, store, sell, reproduce, distribute, republish, download, publicly perform, display, post, transmit, create derivative works of, or exploit any Membership Services or any part thereof, except as expressly authorized in this Agreement or as part of the Coaching Services provided to you;
(vi) introduce a virus or other harmful component, or otherwise tamper with, impair, or damage any Coaching Services or connected network, or interfere with any person or entity's use or enjoyment of any of the Coaching Services;
(vii) access, monitor, or copy any element of the Coaching Services using a robot, spider, scraper or other automated means or manual process without our express written permission; or (viii) sell, resell, or make commercial use of the Coaching Services, unless you have an executed agreement with us that expressly allows for such activity.
Article 7 - THIRD PARTY SERVICES:
Certain Coaching Services may integrate, be integrated into, or be provided in connection with third-party websites, services, content, and/or materials ("Third-Party Services"). We do not control any Third-Party Services. We additionally make no claim or representation regarding the third-party services and accept no responsibility for, the quality, content, nature, or reliability of Third-Party Services accessible from our websites, application, software or any other element of the Coaching Services. There is no implied affiliation, endorsement, or adoption by the Organization of these Third- Party Services and we shall not be responsible for any content provided on or through these Third-Party Services. You should read the terms of use and legal agreements that apply to these Third-Party Services.
Article 8 - MEMBER CONSENTS:
Member agrees to hold the Organization, its owners, affiliates, and representatives, harmless from any damage, whether tangible or intangible, that may happen to Member while participating in the Coaching Services. Member agrees that the Organization offers its membership program with no guarantee of results of any kind. Member agrees that any results that occur during their membership, whether positive or negative, are the effects of Member's own personal choices.
Member agrees and verifies that all of the information they have given the Organization and its representatives is accurate, up to date, and without the omission of any requested information. Member agrees and verifies that even if they have omitted any necessary personal information, whether knowingly or unknowingly, they will hold the Organization harmless against all liability for any damages that may occur to Member or others because of Member's actions or inactions. Member agrees to notify the Organization Membership Group of any changes or upcoming changes concerning their personal information.
Article 9 - ETHICS, CONDUCT & REMOVAL CLAUSE
By enrolling in this course, program, or community, you agree to uphold a standard of professional, respectful, and ethical conduct at all times. This includes, but is not limited to, interactions within the course platform, private groups, live calls, direct messages, social media, and any written or verbal communication related to the program. Prohibited conduct includes, but is not limited to: gossiping, harassment, defamation, bullying, intimidation, or any behavior that harms, disparages, or undermines other students, instructors, mentors, or photographers within the industry, whether directly or indirectly.
Any conduct deemed unprofessional, unethical, harmful, disruptive, or unbecoming of the community, as determined solely at the discretion of the course owner, will not be tolerated. This includes behavior that negatively impacts the learning environment, community culture, or reputation of the program or its members, regardless of intent. The course owner reserves the right to remove any student from the course, group, or community immediately and without refund if this clause is violated. Removal may occur without prior warning and without obligation to provide justification beyond the determination that a violation has occurred.
Article 10 - ASSUMPTION OF RISK:
Member agrees and understands that their participation in the Coaching Services may involve risks. These risks may lead to tangible or intangible harm, and Member agrees that these risks may result not only from their own actions but also from the actions of others. With the knowledge and understanding of these risks, Member chooses, of their own will and volition, to continue participating in the Coaching Services.
Article 11 - INDEMNIFICATION:
Member agrees to defend and indemnify Organization and any of its affiliates (if applicable) and hold them harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to Member's use or misuse of the activities, Member's breach of this Agreement, or Member's conduct or actions. Member agrees that Organization shall be able to select its own legal counsel and may participate in its own defense, if so desired.
Article 12 - REPRESENTATION:
Member agrees that they are over 18 (eighteen) years of age and may legally consent to and enter into this Agreement.
Article 13 - ENTIRE AGREEMENT:
This Agreement constitutes the entire understanding between the Member and the Organization with respect to any and all use of the activities and facilities. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral, regarding the Parties' relationship.
Article 14 - COUNTERPARTS:
This Agreement may be executed in counterparts, all of which shall constitute a single agreement. The Agreement shall be effective as of the date set forth above.
Article 15 - SURVIVAL:
Any provision of this Agreement which by its terms imposes continuing obligations on either of the parties shall survive termination of this Agreement.
Article 16 - SEVERABILITY:
If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
Article 17 - DISPUTE RESOLUTION:
In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the county and state noted in the GOVERNING LAW provision of this Agreement. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing federal law as well as the law of Washington. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by the Organization will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
Article 18 - GOVERNING LAW:
This Agreement shall be governed by and construed in accordance with the internal laws of Washington without giving effect to any choice or conflict of law provision or rule. Each Party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the following county: Clark.
Article 19 - NOTICES:
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement. All notices shall be delivered by email or at the address which the parties may designate to each other, personal delivery, nationally recognized overnight courier (with all fees prepaid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving Party has received the Notice and (b) the Party giving the Notice has complied with the requirements of this Section.
Article 20 - HEADINGS:
Headings to this Agreement are for convenience only. Headings shall in no way affect the provisions themselves and shall not be construed in any way that would limit or otherwise affect the terms of this Agreement.