1. ACCEPTANCE. The following constitute the terms and conditions (“Terms & Conditions”) to which applicants (“Participant”) agree when booking any training and services provided by Hallett Leadership, LLC (“Hallett Leadership”), including the Accelerated Leadership Program (“ALP”), the Executive Coaching Program (“ECP”), high-performance leadership workshops and customized training (collectively, the “Services”). If you are agreeing to these Terms & Conditions not as an individual but on behalf of your company or other legal entity, then “Participant” or “you” or “your” shall refer to such entity and its affiliates, and you represent that you have the authority to bind such entity and its affiliates to these Terms & Conditions and you are binding your company to these Terms & Conditions. Hallett Leadership and you shall each be referred to as a “Party” and together as the “Parties” in this Agreement. If you do not have such authority, or if you do not agree with these Terms & Conditions, you must not accept these Terms & Conditions and may not use the training and documentation, whether printed or available online, provided by Hallett Leadership (“Training Material”). Hallett Leadership reserves the right to review and update these Terms & Conditions periodically at its sole discretion and to revise its Services.

BY ORDERING THE SERVICES PURSUANT TO ANY STATEMENT OF WORK FROM HALLETT LEADERSHIP, YOU AGREE THAT YOU ARE ACCEPTING AND AGREE TO BE BOUND BY SUCH STATEMENT OF WORK AND THESE TERMS AND CONDITIONS.

2. BOOKING. Hallett Leadership’s Services can be booked by developing with us, and our agreeing to, a statement of work with the details of any such training (“Statement of Work”). When agreeing to a Statement of Work, your submission represents an offer to Hallett Leadership to book you for the selected Services and your agreement to the fees and expenses and other provisions detailed in the Statement of Work. Upon acceptance, Hallett Leadership will send you an email confirming that you have been booked together with information on starting the program.

3. PAYMENT. Unless otherwise agreed in the Statement of work, fees and expenses detailed in the applicable Statement of Work for our Services can be paid by check payable to “Hallett Leadership, LLC” or by bank account transfer to the account details we can provide upon request. Generally, (i) billing and payments for ECP will be monthly, (ii) progress payments for ALP and customized training will be set forth in the applicable Statement of Work and (iii) payment for workshops will be due in advance of the workshop date. Because we will be reserving our time and resources to deliver the Services pursuant to a Statement of Work, payments made pursuant to any Statement of Work are not refundable.

4. YOUR OBLIGATIONS. You may not allow anyone else to access the training courses except as agreed in the Statement of Work. You must comply with all health and safety rules and regulations and any other reasonable security requirements that apply at the premises at which the Services are provided. Participants acknowledge that they or their employees will be participating in exercises during the provision of the Services, some of which involve self-reflection and direct feedback, either of which may make the employees uncomfortable. While the purpose of the programs are to break through barriers, and increase mutual trust and respect, and therefore encouraged to participate, Hallett Leadership does not mandate participation, and from Hallett Leadership’s perspective, employees may opt out at any time. You agree to continue to provide oversight and to be responsible for any of your employees for which you have secured our Services and will continue to require such employees to abide by workplace conduct rules and expectations. Hallett Leadership reserves the right to remove any employee from a training course whose behavior is deemed inappropriate by Hallett Leadership or its facilitators.

5. LIMITATION OF LIABILITY. Hallett Leadership does not accept responsibility for anyone acting as a result of information in, or views expressed in, its training courses including course materials, nor does it accept responsibility for any Participant employees acting inappropriately in any manner. Your human resources department will continue to be responsible for oversight of such employees and for their behavior during the provision of the Services. Opinions expressed are those of individual facilitators and not necessarily those of Hallett Leadership. Employees participating in our programs should take individualized, professional advice from you when dealing with specific situations. Hallett Leadership’s role shall be solely to provide the Services, and all other matters with respect to your employees shall be your responsibility.

IN NO EVENT WILL HALLETT LEADERSHIP BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HALLETT LEADERSHIP’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE STATEMENT OF WORK AND THESE TERMS AND CONDITIONS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS ACTUALLY PAID TO HALLETT LEADERSHIP.

6. WARRANTY AND DISCLAIMER. Hallett Leadership ensures that all our training services are delivered diligently and in a good, workmanlike, timely and professional manner consistent with industry standards. The training services will be performed as described in the individual class agendas and the Statement of work. Hallett Leadership shall provide such facilitators to present the training courses as it, in its sole discretion, deems fit and Hallett Leadership shall be entitled at any time to substitute any facilitator with any other person who, in Hallett Leadership’s sole discretion, it deems suitably qualified to present the relevant course. Hallett Leadership does not warrant that the provision of any content online will always be available or be uninterrupted, timely or error free, that defects will be corrected, that such content is secure or free from bugs, viruses, errors and omissions or that any specific results can be guaranteed as a result of the program. HALLETT LEADERSHIP HAS NOT MADE NOR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE, WITH RESPECT TO THE SERVICES, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

7. INDEMNIFICATION. Both Parties agree to defend, indemnify, and hold harmless the other Party and its directors, officers and employees from and against any demands, damages, or liabilities (including reasonable attorneys’ fees) arising from a third-party claim that the indemnifying Party caused bodily injury (including death) or damaged real or tangible personal property.

8. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS. All Training Material is owned by Hallett Leadership or by the suppliers of any such material. All intellectual property rights in all Training Material produced by Hallett Leadership, including the design, graphics and text of all printed materials and the audio of all webinars and podcasts, are owned by Hallett Leadership. When you are given access to the Training Material, you are granted a non-exclusive, non-transferable, revocable licence to use the Training Material during the Services for purpose of the program only. No Training Material may be copied, reproduced, uploaded, posted, displayed or linked to in any way, in whole or in part, without Hallett Leadership’s prior permission. Any such use is strictly prohibited and will constitute an infringement of Hallett Leadership’s intellectual property rights.

9. CONFIDENTIALITY. Except as otherwise set forth in these Terms & Conditions, each Party may disclose to the other party certain confidential information under these Terms & Conditions. Each Party agrees that all code, inventions, know-how, business, technical and financial information or any information specifically designated as confidential or that would be understood to be confidential or proprietary by a reasonable person disclosed to such Party (“Receiving Party”) by the disclosing Party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”). Any Hallett Leadership materials, any commercial terms (including pricing) and any performance or other information relating to the Services shall be deemed Confidential Information of Hallett Leadership without any marking or further designation. Except as expressly authorized herein, the Receiving Party will use (and will ensure that its employees, affiliates, agents, contractors and any approved third parties use) reasonable efforts (which shall be no less than the efforts used to protect its own confidential information of a similar nature) to prevent the disclosure of any Disclosing Party’s Confidential Information for any purpose other than providing the training contemplated by these Terms & Conditons unless authorized by the Disclosing Party. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party).

10. ARBITRATION. In the event of any controversy or claim arising out of or relating to these Terms & Conditions, the Parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the Parties do not reach settlement within a period of 60 days, any unresolved controversy or claim arising out of or relating to these Terms & Conditions shall proceed to binding arbitration under the Rules of Arbitration of the International Chamber of Commerce. The Parties shall seek to mutually appoint an arbitrator. If the Parties cannot agree on a single arbitrator, then there shall be three (3) arbitrators: one selected by each Party, and a third selected by the first two. Arbitration will take place in Los Angeles County, California. All negotiations and arbitration proceedings pursuant to this Section 10 will be confidential and treated as compromise and settlement negotiations.

11. JURISDICTION. THE PARTIES AGREE THAT ALL THE PROVISIONS OF THE STATEMENT OF WORK AND THESE TERMS AND CONDITIONS AND ANY QUESTIONS CONCERNING THEIR INTERPRETATION AND ENFORCEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA. THE PARTIES AGREE THAT ANY LITIGATION ARISING OUT OF THE STATEMENT OF WORK AND THESE TERMS AND CONDITIONS SHALL BE BROUGHT ONLY IN THE FEDERAL OR STATE COURTS IN THE STATE OF CALIFORNIA, COUNTY OF LOS ANGELES, AND BOTH PARTIES CONSENT TO THE JURISDICTION OF SAID COURTS AND TO VENUE IN CALIFORNIA, COUNTY OF LOS ANGELES.

12. FORCE MAJEURE. Neither Party shall be liable to the other for any delay or failure to perform any obligation under these Terms & Conditions (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency (each a “Force Majeure Event”).

13. ENTIRE AGREEMENT AND SEVERABILITY. The Statement of Work and these Terms and Conditions are the entire agreement between you and Hallett Leadership relating to the Services and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the training or any other subject matter covered by the Statement of Work and these Terms and Conditions. If any provision of the Statement of Work or of these Terms & Conditions is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.

14. PRIVACY POLICY: Hallett Leadership may collect Participant’s Personal Information directly from Participant when Participant provides information online, through electronic forms, over the phone, or through paper documents; from our service providers, vendors and suppliers, affiliates, or other individuals and businesses; and from third-party sources, such as data providers. The Parties acknowledge that for the purposes of these Terms & Conditions and in accordance with the California Consumer Privacy Act, Hallett Leadership will not (a) retain, use or disclose Participant’s personal information for any purpose other than for the specific purpose of performing the Services specified in the Terms & Conditions or (b) sell, rent, release, disclose, disseminate, make available, transfer, or otherwise communicate orally, in writing, or by electronic or other means, Participant’s personal information to another business or third party for monetary or other valuable consideration.