1:1 SERVICES TERMS & CONDITIONS

Last Updated: October 15, 2025

The following Terms of Use are entered into between You and Shanté Micah, LLC ("Company", "we", or "us").

The following terms and conditions, together with any documents they expressly mention or incorporate by reference (collectively, "Terms of Use"), govern your access to and use of our consulting services including any content, sessions, resources, tools, functionality or support offered through our engagement (the "SERVICES"), whether delivered via video conference, voice messaging applications, email, or other formats.

Please read these Terms of Use carefully before you engage our Services. By purchasing or participating in the Services or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated by reference. If you do not agree to these Terms of Use including the incorporated documents, you cannot access or use the Services.

These Services are offered and available to users who are 18 years of age or older. By using these Services, you represent and warrant that you are of legal age to form a binding contract with the Company and comply with the terms of this Agreement. If you do not meet all of these requirements, you must not engage in the Services.

1.0 NO GUARANTEES OR WARRANTIES

(a) The Company makes no express or implied guarantees of results, earnings, or future outcomes.

(b) Any examples of income, business growth, or client results referenced in marketing materials, testimonials, or case studies are provided for illustration and educational purposes only. Such examples are not typical, are not average, and do not serve as a promise or guarantee that you will achieve similar outcomes.

(c) Your results will vary and depend on numerous factors beyond our control, including, but not limited to, your background, experience, business model, industry, level of effort, consistency, and personal work ethic.

2.0 CLIENT RESPONSIBILITY

(a) You acknowledge that you are solely responsible for your decisions, actions, and outcomes.

(b) You accept full responsibility for the results of applying or failing to apply any concepts, frameworks, strategies, or tools provided in the Services.

(c) You agree not to hold the Company liable for any results, successes, or failures that may occur in connection with your use of the Services.

3.0 SERVICES

Shanté Micah, LLC (herein referred to as "Company") agrees to provide the Always-On Installation, and/or Book Launch PR Sprint, and/or Podcast Launch PR Sprint, and/or Voxer Power Hours, and/or other consulting engagements (herein referred to as "Services") as identified on the Service purchase or Consulting Agreement. As a condition of purchasing and participating in the Services, you agree to be bound by all the policies and procedures set out in this Agreement, including those incorporated by reference.

As part of the Services, the Company may provide you:

Consulting Sessions: The Company shall provide strategy and training sessions as outlined in the applicable Service description or Consulting Agreement. Sessions are typically conducted via video conference (Zoom) and are recorded for your reference. You shall have access to session recordings for as long as the Company maintains them, however no less than 120 days following the conclusion of Services.

Support Access: Certain Services include access to voice and text messaging support via Voxer or similar applications ("Support Access"). Support Access is provided during business hours (Monday through Thursday) and excludes Fridays. Response times are typically within 24 business hours. Support Access is limited to the duration specified in your Service description or Consulting Agreement.

Resources and Tools: The Company may provide templates, frameworks, worksheets, checklists, research tools, directories, command centers, and other training and support materials as part of the Services. You shall have access to these resources for your personal or internal business use as outlined in Section 11.0.

Bonuses: Company may offer bonuses to individuals who purchase certain Services. You shall be entitled to any bonuses offered at the time of your enrollment. Bonuses are not guaranteed to be available for the entire lifespan of the Services and they vary depending on specific promotions.

4.0 DISCLAIMER

The Company's Terms of Use, Privacy Policy, and Disclaimer are hereby incorporated by reference into this agreement. Except as modified by this Agreement, each of those agreements and policies shall apply fully to your participation in the Services.

You understand Company is not serving you as a licensed professional and is not providing accounting, tax, legal, financial, healthcare, therapeutic advice, diagnosis or treatment. You understand that Company has not promised and will not:

(1) procure or attempt to procure employment or business or sales for You; (2) perform any business management functions including but not limited to, accounting, tax or investment consulting, or advice with regard thereto; (3) act as a therapist providing psychoanalysis, psychological counseling or behavioral therapy; (4) act as a public relations manager; (5) act as a publicist to procure any publicity, interviews, write-ups, features, television, print or digital media exposure for You; (6) pitch media, podcasts, or other outlets on your behalf; (7) guarantee any specific number of podcast bookings, media placements, speaking engagements, or other outcomes; (8) introduce You to Company's network of contacts, media partners or business partners unless expressly included in the Service description; (9) diagnose or treat any illnesses or disease; or (10) promise any set of results from the Services.

The Services are educational and consultative in nature. The Company teaches systems, strategies, and methodologies. Implementation and results are your responsibility.

You understand that a relationship does not exist between the parties after the conclusion of these Services. If the Parties wish to continue their relationship, they shall execute a separate agreement that explicitly governs that relationship.

5.0 PAYMENT

In consideration of your access to the Services, You agree to pay the fees as follows:

A. Payment in Full: You may pay the full balance reflected on the invoice, checkout page, or Consulting Agreement. Payment is due prior to the commencement of Services unless otherwise specified.

B. Payment Plan: For certain Services, you may choose between a single payment or a payment plan as offered. If you select the payment plan, you must pay the initial payment before Services commence and then your selected payment method will be automatically charged according to the schedule shown. If you opt for payment plans, you will remain responsible for those payments. You may not cancel or avoid these payments. In the event that any payment is not made, the Company shall immediately suspend your access to the Services until payment is made. Remaining sessions or Support Access will not be provided until payment is current.

6.0 METHODS OF PAYMENT

The Company accepts the following payment methods:

For Services under $5,000:

• Credit or Debit Card via Stripe or similar processor
• ACH Bank Transfer
• Check

For Services $5,000 and above:

• ACH Bank Transfer (preferred)
• Wire Transfer
• Check

Credit card payments may not be accepted for Services above $5,000 due to processing fees.

If You elect for a payment plan, You hereby authorize the Company to charge your credit card, debit card, or bank account automatically according to the terms set forth in the Payment section above.

If You pay via ACH, you understand and agree that any and all changes in your account information, including requests to terminate this agreement, must be in writing and be delivered to Company at least twenty-one (21) days prior to the next due date. If the payment due date falls on a weekend or holiday, you understand and agree that the payment may be executed on the next business day. You understand and agree that as this is an electronic transaction, adequate funds must be available for withdrawal from your 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, you understand and agree that the Company may at its discretion resubmit the ACH debit transaction within thirty (30) days.

You understand and agree that a late fee of 5% of the outstanding balance will be assessed if the amount due is not received within seven (7) days of the due date. You also understand and agree that a return item charge may be assessed for each returned payment.

7.0 REFUND POLICY

(a) All sales are final. No refunds, chargebacks, or cancellations will be provided under any circumstances.

(b) By purchasing, you acknowledge and agree that you have read and understood this refund policy and waive any right to dispute charges with your financial institution on this basis.

8.0 SCHEDULING AND ATTENDANCE

Session Scheduling: Sessions will be scheduled by mutual agreement between You and the Company. You are responsible for attending all scheduled sessions on time.

Service Expiration: All sessions and Support Access must be used within 60 calendar days of purchase. Unused sessions or Support Access do not roll over, carry monetary value, or qualify for refunds after the 60-day period ends. Extensions for documented emergencies (illness, bereavement, or similar circumstances) will be considered in good faith. All other extension requests may be granted at the Company's sole discretion.

Rescheduling: Sessions may be rescheduled with at least 24 hours notice. Rescheduling requests made with less than 24 hours notice may result in forfeiture of the session at the Company's discretion.

No-Shows: If you fail to attend a scheduled session without notice, the session may be forfeited at the Company's discretion. The Company is not obligated to reschedule forfeited sessions.

Company Rescheduling: The Company reserves the right to reschedule sessions with reasonable notice due to illness, emergency, or unforeseen circumstances. Company-initiated rescheduling does not count against the 60-day service period.

9.0 CLIENT RESPONSIBILITIES

As a condition of participating in the Services, you agree to:

Provide Materials: Supply all requested materials (biography, existing assets, book materials, etc.) within agreed timelines. Delays in providing materials may impact the Service timeline and do not extend the Service period.

Implement: The Services are educational and consultative. Results depend on your implementation of the systems, strategies, and methodologies provided. The Company does not guarantee any specific outcomes.

Communicate: Respond to Company communications within 48 hours during active engagement. Failure to respond may impact the Service timeline.

Respect Boundaries: Support Access (such as Voxer) is for business purposes during business hours. Excessive or inappropriate use of Support Access may result in termination of access.

Act in Good Faith: Engage respectfully and professionally with the Company and any Company staff. Abusive, harassing, or disruptive behavior may result in termination of Services without refund.

10.0 CONFIDENTIALITY

The Company respects your privacy and will not disclose any information you provide except as set forth in this Agreement and in the incorporated Privacy Policy. As a condition of participating in the Services, you hereby agree to respect the Company's confidential information.

Client Information: The Company agrees to keep confidential all non-public information provided by You, including business strategies, financial information, and proprietary methods, except as necessary to provide the Services or as required by law.

Company Information: The content of the Services contains the Company's proprietary methods, processes, frameworks, templates, tools, and other information. You hereby agree not to share the information provided in the Services with anyone outside of your immediate team or organization without express written permission from the Company. You may not teach, resell, or distribute the Company's methodologies to third parties.

11.0 NO TRANSFER OF INTELLECTUAL PROPERTY

All content included as part of the Services, such as text, graphics, logos, slides, images, audio, video, templates, frameworks, tools, directories, and methodologies, as well as the compilation thereof, is the property of the Company or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights.

The Company name, the Company logo, the Company slogan, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You cannot use such marks without the prior written permission of the Company.

Your participation in the Services does not result in a transfer of any intellectual property to you, and, as a condition of participation in the Services, you agree to observe and abide by all copyright and other intellectual property protection.

You are granted a limited, personal, non-exclusive, non-transferable license to access and use the Service content and resources for your own personal or internal business use. You hereby agree that you will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, provided through the Services.

Client-Specific Work Product: Notwithstanding the above, materials created specifically for You during the Services (such as your customized pitch angles, your one-sheet, and contact lists you build) are owned by You upon payment in full. However, the underlying methodologies, frameworks, and templates used to create such materials remain the intellectual property of the Company.

By purchasing or participating in Services, you further agree that you shall not create any derivative work based upon the Services and you shall not offer any competing products or services based upon any information contained in the Services.

The Company content is NOT for resale. Your participation in the Services does not entitle you to make any unauthorized use of any protected content, and in particular you will not remove or alter any proprietary rights, metadata, footnotes, watermarks or attribution notices in any content.

You hereby agree that any willful commercial redistribution or resale of the Company's intellectual property shall result in an immediate termination of the license granted hereunder and termination of Services without refund. You may also be subject to further penalties or damages as permitted by the fullest extent of the law. You acknowledge that the actual damages likely to result from breach of this Section are difficult to estimate on the date of this agreement and would be difficult for Company to prove. Each instance of willful commercial redistribution constitutes a separate instance of infringement, and subjects You to a payment obligation in the amount of $150,000 USD per infringement, as liquidated damages and not as a penalty. For clarity, sharing materials with your immediate team members for internal business use as permitted in this Agreement does not constitute infringement.

12.0 TESTIMONIALS AND CASE STUDIES

The Company may request a testimonial upon completion of Services. You may decline such request.

The Company will not use your name, company name, likeness, or results in marketing materials, case studies, or testimonials without your explicit written permission. If you choose to provide a testimonial or participate in a case study, the Company will seek your approval of the specific content before publishing.

13.0 INDEPENDENT CONTRACTOR STATUS

Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship. The Company is agreeing only to provide you with access to the Services, for information and educational purposes. The information contained in the Services, including any interactions with the Company, is not intended as, and shall not be understood or construed as professional advice.

The Company is an independent contractor. The Company will not be entitled to any employee benefits from You. The Company is responsible for all taxes arising from compensation under this Agreement.

14.0 FORCE MAJEURE

The Company shall not be liable or responsible to you, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in performing any term of this Agreement if caused by acts or circumstances beyond the reasonable control of the Company including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), server failures, data breaches, data loss, platform outages, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

15.0 SEVERABILITY/WAIVER

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate such term in any other jurisdiction.

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

16.0 LIMITATION OF LIABILITY

You agree to hereby absolve the Company of any and all liability or loss that you or any person or entity associated with you may suffer or incur as a result of use of the Services and/or any information and resources contained in the Services. You agree that the Company shall not be liable to you for any type of damages, including direct, indirect, special, incidental, equitable, or consequential loss or damages for use of the Services.

To the maximum extent permitted by applicable law, the Company's total liability under this Agreement shall not exceed the fees actually paid by You for the Services.

To the maximum extent permitted by applicable law, in no event shall the Company and/or its suppliers be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data, or profits arising out of or in any way connected with the use or performance of the Services, with the delay or inability to use the Services or related service, the provision of or failure to provide services, or for any information, software, products, services, and related graphics obtained through the Services, or otherwise arising out of the use of the Services, whether based on contract, tort, negligence, strict liability, or otherwise, even if the Company or any of its suppliers has been advised of the possibility of damages.

Because some States or other jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitations may not apply to you.

17.0 ASSIGNMENT

You may not assign this Agreement without the express written consent of Company. The Company may assign this Agreement to any successor or affiliate without your consent.

18.0 MODIFICATION

The Company reserves the right, in its sole discretion, to change the Terms under which the Services are offered. The most current version of the Terms will supersede all previous versions. The Company encourages you to periodically review the Terms to stay informed of our updates. Material changes will be communicated to active clients.

19.0 TERMINATION

Termination by Client: You may terminate Services with written notice. Per Section 7.0, all sales are final and no refunds will be provided.

Termination by Company: The Company reserves the right, in its sole discretion, to terminate your access to the Services or any portion thereof at any time if:

• You become disruptive to the Company or other participants
• You fail to make payment when due
• You fail to provide necessary materials or cooperation
• You engage in behavior that is abusive, harassing, or disruptive
• You otherwise violate this Agreement

You shall not be entitled to a refund of any portion of the fees and shall not be excused from any remaining payments under a payment plan in the event of such termination by Company due to your breach.

20.0 INDEMNIFICATION

You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and third parties for any losses, costs, liabilities, and expenses (including reasonable attorneys' fees) relating to or arising out of your use of or inability to use the Services, any materials or content you provide, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations.

The Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defenses.

21.0 RESOLUTION OF DISPUTES

You hereby expressly waive any and all claims you may have, now or in the future, arising out of or relating to these Services, the Company, any and all contracts you enter into with the Company, and any and all of the Company's products and services.

To the extent that you attempt to assert any such claim, you hereby expressly agree to present such claim only through binding arbitration to occur in Salt Lake County, Utah. You further agree to and do hereby waive any right to class arbitration and agree, instead, to conduct an arbitration related solely to any individual claims you and/or any entity related to you asserts against the Company.

To the fullest extent permissible by law, you further agree that you shall be responsible for all costs associated with initiating the arbitration and for the administration of the arbitration.

This Agreement shall be governed by the laws of the State of Utah without regard to its conflict of laws provisions.

22.0 INTERNATIONAL USERS

The Services are controlled, operated and administered by the Company from our office in the United States. If you access the Services from a location outside the United States, you are responsible for compliance with all local laws. You agree that you will not use the Company Content accessed through the Services in any country or territory or in any manner prohibited by any applicable laws, restrictions or regulations.

23.0 ENTIRE AGREEMENT

This Agreement, together with the Consulting Agreement (if applicable), Privacy Policy, and any other documents expressly incorporated by reference, constitutes the entire agreement between the parties concerning the Services and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

24.0 CONTACT INFORMATION

If you have any questions about these Terms & Conditions, please contact us at:

Shanté Micah, LLC Email: [email protected]

By purchasing or participating in the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions.