This Services Agreement (the “Agreement”) is entered into between **Content Supply LLC, doing business as COURSE** (“COURSE,” “Contractor,” “we,” or “us”) and the individual or entity identified as the client in the applicable order form (“Client,” “you,” or “your”).
By signing, accepting, or purchasing services through the applicable COURSE order form, Client agrees to this Agreement.
## 1. Services
Client engages COURSE to provide the services identified in the applicable order form, proposal, scope of work, or service description (collectively, the “Order”).
Depending on the service purchased, services may include strategy, validation, curriculum development, course development, content production, instructional design, copywriting, design, technology implementation, website or funnel development, launch support, marketing assets, consulting, implementation support, or other related services specifically identified in the Order.
The **Order determines the specific scope, deliverables, service period, and fees** for the engagement.
Services or deliverables not expressly included in the Order are outside the scope of the engagement and may require an additional Order or written change in scope.
## 2. Client Responsibilities
Successful completion of the Services requires timely participation by Client.
Client agrees to:
- provide accurate and complete information reasonably required to perform the Services;
- provide requested materials, content, credentials, access, feedback, and approvals in a timely manner;
- attend or participate in required meetings, interviews, recording sessions, reviews, or implementation activities identified as part of the Services;
- review deliverables and provide consolidated feedback within requested review periods;
- obtain any permissions, licenses, releases, or rights necessary for materials supplied by Client; and
- make final business, legal, financial, marketing, product, pricing, and operational decisions regarding Client’s business.
COURSE is not responsible for delays caused by Client’s failure to provide required information, materials, access, feedback, approvals, or participation.
If Client becomes inactive or unresponsive, COURSE may pause the engagement until the required Client participation is received. Any resulting delay may extend the anticipated completion date.
## 3. Fees and Payment
Client agrees to pay the fees stated in the Order (“Service Fees”).
Payment may be required in full, by deposit and milestone payments, or through an installment plan, as specified in the Order.
Unless otherwise stated in the Order:
- payments are due according to the payment schedule selected or agreed to at checkout;
- installment plans are payment arrangements for the purchased Services and do not convert a fixed-scope engagement into a month-to-month service;
- Client remains responsible for all amounts committed under the Order, subject to any cancellation or refund rights expressly stated in this Agreement or the Order;
- COURSE may automatically charge the payment method authorized by Client for scheduled payments;
- overdue amounts may result in suspension of Services until the account is brought current; and
- applicable taxes are additional to the stated Service Fees unless expressly included.
Client authorizes COURSE and its payment processors to process payments according to the payment schedule selected in the Order.
## 4. Additional Expenses and Third-Party Costs
Unless expressly included in the Order, Service Fees do not include third-party expenses such as:
- paid advertising or media spend;
- software subscriptions;
- domain names or hosting;
- third-party platforms or applications;
- stock media or premium licensed assets;
- travel;
- location rentals;
- paid actors, presenters, voice talent, or other talent;
- specialized contractors or vendors; or
- other third-party costs required for Client’s project.
COURSE will obtain Client’s approval before incurring a material additional expense that will be charged directly to Client.
## 5. Timeline and Delivery
Any timeline communicated by COURSE is based on the anticipated scope of Services and assumes timely Client participation.
Estimated timelines are not guaranteed completion dates unless the Order expressly identifies a deadline as guaranteed.
Timelines may change due to Client delays, changes in scope, third-party dependencies, technical issues, production requirements, or other circumstances reasonably outside COURSE’s control.
If Client delays the project, COURSE may reschedule work based on team availability.
## 6. Approvals and Revisions
Client is responsible for reviewing and approving deliverables.
Unless otherwise specified in the Order, deliverables include up to **three (3) reasonable rounds of revisions**.
A revision means modifications to an existing deliverable that remain consistent with the originally approved scope and direction.
Requests that materially change the approved strategy, concept, scope, curriculum, design direction, technology, deliverable, or previously approved work may constitute additional work rather than a revision.
Additional work may require additional fees and Client approval before COURSE proceeds.
A deliverable will be considered accepted when Client approves it in writing, publishes or uses it, or otherwise indicates acceptance.
## 7. Changes in Scope
Either Party may propose changes to the Services.
Any material change to scope, deliverables, timeline, or fees must be agreed to in writing.
COURSE is not required to perform work outside the purchased scope until the Parties agree to the additional work and any associated fees.
## 8. Intellectual Property
Upon payment in full of all amounts due under the applicable Order, Client will own the final, Client-specific deliverables created specifically for Client as part of the Services.
COURSE retains ownership of all pre-existing and independently developed intellectual property, including its:
- methodologies;
- frameworks;
- processes;
- templates;
- systems;
- prompts;
- workflows;
- software;
- automation logic;
- know-how;
- training methods;
- operating procedures; and
- general tools or reusable components.
This includes COURSE frameworks, methodologies, systems, and intellectual property incorporated into or used to produce Client deliverables.
To the extent COURSE-owned materials are incorporated into a final Client deliverable, COURSE grants Client a perpetual, non-exclusive license to use those materials as part of that deliverable for Client’s own business purposes.
Nothing in this Agreement transfers ownership of COURSE’s underlying intellectual property, systems, methodologies, software, or reusable assets to Client.
## 9. Client Materials
Client retains ownership of materials, trademarks, content, recordings, data, intellectual property, and other assets supplied by Client.
Client grants COURSE a limited license to use those materials as reasonably necessary to perform the Services.
Client represents that it has the rights necessary to provide those materials to COURSE and authorize their use for the engagement.
## 10. Artificial Intelligence and Technology
COURSE may use software, automation, artificial intelligence, machine-learning systems, and third-party technology as part of its internal workflows and delivery of the Services.
These tools may assist with activities such as research, organization, analysis, drafting, editing, production, implementation, or administrative work.
COURSE remains responsible for delivering the Services described in the Order, but Client acknowledges that technology-assisted outputs may require human review and that Client remains responsible for reviewing and approving final materials before publication or commercial use.
## 11. No Guarantee of Business Results
COURSE provides services, systems, strategy, implementation, and professional guidance designed to help Client develop and grow its course, education product, intellectual property, or related business.
COURSE does **not** guarantee any particular business result.
COURSE makes no guarantee regarding revenue, profit, sales, leads, enrollment, audience growth, return on investment, product-market fit, advertising performance, launch performance, or other commercial outcomes.
Business results depend on numerous factors outside COURSE’s control, including Client participation, market demand, offer quality, pricing, audience, competition, execution, sales ability, marketing investment, economic conditions, and other factors.
Client remains solely responsible for the ultimate operation, decisions, performance, and success of Client’s business.
## 12. Professional Advice Disclaimer
COURSE does not provide legal, tax, accounting, investment, or financial advisory services.
Any information provided in connection with the Services is for business and educational purposes and should not be considered a substitute for advice from Client’s qualified professional advisors.
Client is responsible for obtaining appropriate professional advice when necessary.
## 13. Term and Completion
This Agreement begins when Client accepts the Agreement or purchases the applicable Services and continues until the Services under the applicable Order are completed or the Agreement is otherwise terminated in accordance with its terms.
Fixed-scope projects conclude when the purchased Services have been substantially delivered.
Recurring services, if any, will be governed by the term and renewal provisions stated in the applicable Order.
Completion of one engagement does not obligate either Party to purchase or provide additional services.
## 14. Cancellation and Termination
Either Party may terminate this Agreement if the other Party materially breaches the Agreement and fails to cure the breach within a reasonable period after receiving written notice.
COURSE may immediately suspend or terminate Services for nonpayment, unlawful conduct, misuse of COURSE systems or personnel, abusive conduct toward team members, or circumstances that make continued performance unlawful or commercially unreasonable.
If Client requests cancellation of a fixed-scope engagement after work has begun, amounts already paid are non-refundable except where otherwise required by law or expressly stated in the Order.
Client remains responsible for Services performed, committed project resources, approved third-party expenses, and any other amounts that are expressly non-cancellable under the applicable Order.
Any recurring service may be cancelled according to the cancellation terms stated in its applicable Order.
## 15. Confidentiality
Each Party may receive confidential or proprietary information belonging to the other Party.
Each Party agrees to use the other Party’s confidential information only as necessary to perform or receive the Services and to take reasonable measures to prevent unauthorized disclosure.
Confidential Information does not include information that:
- is or becomes publicly available without breach of this Agreement;
- was lawfully known to the receiving Party before disclosure;
- is independently developed without use of the disclosing Party’s confidential information; or
- is lawfully received from a third party without a confidentiality obligation.
These confidentiality obligations survive termination of this Agreement.
## 16. Portfolio and Publicity
Unless Client requests otherwise in writing, COURSE may identify Client as a customer and display Client’s name, logo, publicly released deliverables, and non-confidential project results in COURSE’s portfolio, website, sales materials, case studies, and marketing.
COURSE will not disclose Client’s confidential information under this provision.
Client may opt out of future promotional use by providing written notice to COURSE.
## 17. Non-Solicitation
During the engagement and for twelve (12) months following its completion or termination, neither Party will knowingly solicit for employment or direct engagement an employee or contractor of the other Party with whom that Party worked materially through the engagement, except through general employment advertising or with written consent.
## 18. Independent Contractor
COURSE is an independent contractor.
Nothing in this Agreement creates an employment relationship, partnership, joint venture, fiduciary relationship, franchise, or agency relationship between the Parties.
Neither Party has authority to bind the other except as expressly agreed in writing.
## 19. Indemnification
Each Party agrees to indemnify and hold harmless the other Party and its officers, employees, contractors, agents, successors, and permitted assigns from third-party claims, damages, liabilities, and reasonable costs arising from:
- that Party’s material breach of this Agreement;
- its negligence or willful misconduct; or
- materials supplied by that Party that infringe or violate a third party’s rights.
## 20. Limitation of Liability
To the fullest extent permitted by law, neither Party will be liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages arising from this Agreement, including lost profits, lost revenue, or lost business opportunities.
Except for payment obligations, indemnification obligations, confidentiality violations, fraud, willful misconduct, or liabilities that cannot legally be limited, COURSE’s aggregate liability arising out of the applicable Order will not exceed the total Service Fees actually paid by Client to COURSE under that Order.
## 21. Third-Party Platforms and Services
COURSE may recommend, configure, integrate with, or use third-party software, platforms, vendors, hosting providers, payment processors, artificial intelligence systems, advertising platforms, or other third-party services.
COURSE does not control these third parties and is not responsible for outages, policy changes, account restrictions, data loss, price changes, service interruptions, or other acts or omissions of third-party providers.
Client is responsible for complying with the terms and policies of any third-party services used in Client’s business.
## 22. Force Majeure
Neither Party will be liable for delays or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, severe weather, government actions, labor disruptions, internet or infrastructure outages, platform outages, war, terrorism, epidemics, or other events that make performance commercially impracticable.
## 23. Notices
Formal notices under this Agreement must be provided in writing and may be delivered electronically to the contact information associated with the applicable Order.
Electronic notice will be considered written notice for purposes of this Agreement.
## 24. Governing Law
This Agreement is governed by the laws of the State of Colorado, without regard to conflict-of-law principles.
## 25. Dispute Resolution
The Parties agree to first attempt in good faith to resolve any dispute arising from this Agreement through direct negotiation.
If the dispute cannot be resolved through negotiation, it will be submitted to final and binding arbitration in Colorado in accordance with the applicable rules of the American Arbitration Association, unless the Parties agree otherwise in writing.
Judgment on an arbitration award may be entered in any court having jurisdiction.
Nothing in this section prevents either Party from seeking temporary or injunctive relief when necessary to protect intellectual property, confidential information, or other rights for which monetary damages would be inadequate.
## 26. Attorneys’ Fees
To the extent permitted by law, the prevailing Party in an action or proceeding to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs.
## 27. Assignment
Neither Party may assign this Agreement without the prior written consent of the other Party, except that COURSE may assign this Agreement in connection with a merger, acquisition, corporate restructuring, sale of substantially all of its assets, or transfer of the COURSE business.
## 28. Electronic Acceptance and Signatures
Electronic signatures, checkbox acceptance, digital acceptance, and acceptance through COURSE’s ordering or client-management platform have the same legal effect as an original signature to the extent permitted by applicable law.
The Parties may execute this Agreement electronically and in counterparts.
## 29. Order of Precedence
If there is a conflict between this Agreement and an applicable Order, the Order will control with respect to the specific Services, scope, fees, payment schedule, service period, and other commercial terms of that engagement.
This Agreement will control with respect to all other matters unless the Order expressly states that it overrides a particular provision of this Agreement.
## 30. Entire Agreement
This Agreement together with the applicable Order constitutes the entire agreement between the Parties concerning the purchased Services and supersedes prior discussions, communications, proposals, or representations concerning those Services.
Any amendment must be agreed to in writing by the Parties.
## 31. Severability
If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
The invalid or unenforceable provision will be interpreted or modified to the minimum extent necessary to make it enforceable where permitted by law.
## 32. Waiver
A Party’s failure to enforce any provision of this Agreement does not waive its right to enforce that provision or any other provision in the future.
## 33. Survival
Provisions that by their nature should survive completion or termination of the Agreement will survive, including provisions concerning payment obligations, intellectual property, confidentiality, indemnification, limitation of liability, dispute resolution, and governing law.
## ACCEPTANCE
By signing or electronically accepting the applicable Order, Client acknowledges that Client has read, understands, and agrees to this COURSE Services Agreement.
**Contractor:**
Content Supply LLC
d/b/a COURSE
**Client:**
As identified in the applicable Order
**Effective Date:**
Date of Client’s acceptance or purchase
