This Agreement is made between Brown Leadership LLC and you (hereinafter "Participant"). Collectively, Brown Leadership and Participant will be referred to as the "Parties." The Parties agree to the following terms and conditions:
1. CONDITIONS OF ENROLLMENT
This Agreement is effective upon the registration of the Participant in The Visibility Shift (hereinafter "Program)" and payment of the first installment of the Program Fee (or payment in full). Upon completion of these conditions, this Agreement shall take effect.
2. SCOPE OF PROGRAM
The Visibility Shift is a 6-month online leadership and visibility program where Brown Leadership provides services and deliverables to a group of participants.
Individuals who participate in Program are referred to in this Agreement as "Participants." Participants are visible to each other through the private community and live sessions, and will have the opportunity to interact with each other.
Brown Leadership agrees to provide the following deliverables and services:
Six (6) teaching sessions delivered via video conference, providing step-by-step training on visibility strategy, speaker positioning, platform selection, and pitch development
Six (6) live implementation sessions delivered via video conference, providing real-time feedback, working sessions, and accountability support
(1) private 45-minute coaching session with a Brown Leadership coach to be scheduled by Participant and used within the program duration
NYC/NJ Visibility Intensive Day (PAY IN FULL or WAITLIST BONUS ONLY) including:
Soft glam makeup application
Professional photoshoot session
Three (3) fully retouched professional headshots
“An Evening with Kimberly” Fireside chat and dinner with fellow participants (an additional $50 reservation fee is required)
Speaker Asset Template Library including professional templates for bio, signature topics, booking guide, pitch scripts, and opportunity tracker
Private Community access with responses to questions within 48 business hours (Monday-Friday, 9am-5pm ET)
Session recordings of all teaching and implementation sessions, accessible for the duration of the program
6 months of Voxer access with Kimberly Brown (FAST ACTION BONUS ONLY) for on-demand coaching from program start to finish where you can focus on personal mindset shifts, overcoming objections, and “in-the-moment” quick questions.
Program Duration: 6 months from the cohort start date
Participant understands that this Program does not include:
Ongoing support or additional services after the 6 month program period (except as outlined in the Performance Guarantee section)
Guaranteed speaking opportunities, bookings, or income results
Creation of custom speaker materials beyond the provided templates
Travel expenses, accommodations, or additional meals for the Visibility Intensive or “An Evening with Kimberly” dinner
Should Participant wish to obtain additional services beyond the program scope, Participant may reach out to Brown Leadership to request those additional services at an additional fee.
DISCLAIMERS:
The Program provides education, training, and coaching related to professional visibility, speaker positioning, and securing speaking opportunities. This program is not:
A guarantee of employment, promotion, or specific career outcomes
Therapeutic or mental health services
Legal, financial, or tax advice
Participant understands that results vary based on individual effort, implementation, market conditions, industry dynamics, and factors outside of Brown Leadership's control. Testimonials and case studies represent the experiences of specific individuals and are not a guarantee of similar results for all participants.
Participant acknowledges that building visibility and securing speaking opportunities requires active participation, implementation of strategies taught, consistent effort over time, and that success depends significantly on Participant's own actions and follow-through.
3. PROGRAM FEE
In consideration of Brown Leadership's obligations and the mutual promises set forth in this Agreement, Participant agrees to pay Brown Leadership a total Program Fee of $3,000 USD (hereinafter "Program Fee").
Payment Options:
Option 1: Payment in Full
Payment of $3,000 is due immediately upon registration.
Option 2: Payment Plan
Initial payment of $500 due immediately upon registration
[5] subsequent monthly payments of $500 auto-debited from the card on file
All payments are in USD and are non-refundable except as specifically outlined in this Agreement.
4. METHOD OF PAYMENT
Brown Leadership will provide an online payment link to Participant. Participant agrees to make payment by debit or credit card using the linked checkout page or through an invoice system provided by Brown Leadership.
Payment Plan Terms:
If Participant is on a payment plan:
Failed Payments: If a payment fails, Participant must update billing information immediately. Participant will have seven (7) days from the date of the failed payment to complete payment. During this time, Brown Leadership's accounting team may attempt to automatically re-bill using the payment method on file.
Access During Payment Issues: When Brown Leadership is working to bring Participant's account current, Participant may continue to attend implementation sessions, but all 1:1 coaching calls will be postponed or cancelled until payment is complete.
Removal After Failed Payments: After three (3) failed re-bill attempts, Participant may be automatically removed from the program.
Ongoing Payment Obligation: Participant remains responsible for the full Program Fee as outlined in this Agreement, even if removed from the program for non-payment.
Re-entry Policy: If Participant is removed for non-payment and wishes to rejoin the program, Participant is no longer eligible for a payment plan through Brown Leadership. Participant must pay the remaining balance in full to regain access to the program.
5. REFUNDS & PROGRAM CANCELLATION
Program Cancellation by Brown Leadership:
If the Program is cancelled by Brown Leadership for any reason, Participant will receive a full refund of all payments made, not including third-party payment processing fees.
Cancellation by Participant:
Participant understands that enrollment in the Program reserves a space that could otherwise be filled by another participant, and that Brown Leadership makes financial and operational commitments based on Participant's registration.
No Refunds After Program Begins: Once the program has started (first session has occurred), no refunds will be provided for any reason, including but not limited to:
Participant's inability to attend live sessions
Participant's dissatisfaction with program content or coaching
Participant's personal circumstances, schedule changes, or competing priorities
Participant's failure to achieve desired results
Participant's removal from the program for violation of program policies
Participant’s inability to attend The Visibility Intensive or An Evening with Kimberly dinner
Non-Transferable: The Program Fee is not transferable to subsequent programs, cohorts, events, or other Brown Leadership offers.
6. PERFORMANCE GUARANTEE
Brown Leadership stands behind the effectiveness of the Program and offers the following Performance Guarantee:
Guarantee Terms:
If Participant has not booked a high visibility speaking engagement by the end of the 6 month program cohort, Brown Leadership will continue to provide Participant with an additional one (1) 45-minute coaching session and access to subsequent program cohorts until Participant books their first qualifying speaking engagement at no additional cost.
If the Participant has already participated in the Visibility Intensive Day, they will not be entitled to receive another photoshoot and makeup application without an additional investment.
Once Participant books their first qualifying speaking engagement, their extended access will be revoked unless they opt to pay the most current Program Fee to extend access for another 6 months.
Eligibility Requirements:
To be eligible for extended coaching under this guarantee, Participant must:
Attend at least 75% of the Program teaching and implementation sessions
Submit completed copies of all assigned worksheets and homework
Submit a completed speaker kit (bio, signature topics, booking guide)
Submit copies of at least ten (10) pitch emails sent to prospective speaking opportunities during the program period
Actively participate in the Program community by asking questions and engaging with program materials
Used (1) included 1:1 coaching session during the program period
Guarantee Process:
At the conclusion of the 6-month program, Participant must email Brown Leadership at info@brownleadership.com if they would like to be evaluated for the Performance Guarantee. Brown Leadership will review Participant's completion of the eligibility requirements. If Participant has met all eligibility requirements and has not secured a speaking engagement, Brown Leadership will enroll the Participant in the program guarantee.
Guarantee Limitations:
Extended coaching sessions are limited to (1) additional 45-minute session
Extended coaching focuses specifically on pitch strategy, positioning refinement, and speaking opportunity pursuit
Participant must continue actively pitching (minimum 5 pitches per month) to maintain eligibility
7. PARTICIPANT CONDUCT
Participant agrees to comply with the policies of all video conferencing platforms and communication tools through which the Program is hosted, including but not limited to Zoom and Slack. These policies are specifically incorporated by reference here.
Brown Leadership, Brown Leadership's staff, and Program participants maintain the right to a safe, respectful, and harassment-free environment.
Prohibited Conduct:
Harassment shall include, but not be limited to the following behaviors:
Overuse of foul or graphic language
Sexual advancement, insinuation, or inappropriate comments
Yelling, aggressive behavior, or hostile communication
Repeated communications (phone calls, texts, emails, direct messages) that exceed reasonable levels
Bullying, name-calling, or personal attacks
Discriminatory language or behavior based on race, ethnicity, gender identity, sexual orientation, religion, disability, age, or other protected characteristics
General lack of cooperation or repeated refusal to follow program processes
Belittling of Brown Leadership staff, coaches, or other participants
Violation of confidentiality agreements outlined in program materials
Direct messaging of other participants without consent
Offering or promoting competing services within the program community
Sharing program intellectual property outside the community
Consequences:
Participant understands and agrees that engaging in any harassment, disruption of program events or activities, or violation of community guidelines will result in:
First offense: Written warning and required review of community guidelines
Second offense: Removal from community and/or suspension from live sessions
Third offense: Immediate removal from the program without refund of any payments made
Brown Leadership reserves the right to immediately remove any Participant whose behavior poses a safety risk or creates a hostile environment, without prior warning and without refund.
8. ATTENDANCE & CAMERA POLICY
Live Session Attendance:
Participant is expected to attend teaching and implementation sessions to receive maximum value from the program. While recordings will be provided, real-time participation is strongly encouraged.
Camera Requirements:
To receive direct coaching, ask questions, or share work for feedback during live sessions, Participant must:
Be seated and fully present
Have camera turned on
Participant may attend sessions with camera off to observe only, but will not be called upon for questions or receive direct feedback without camera enabled.
1:1 Coaching Session Policy:
Participant must show up on time for scheduled 1:1 sessions
If Participant is more than 10 minutes late, Brown Leadership reserves the right to cancel the session, and it will count as the included coaching session
Participant must reschedule 1:1 sessions at least 24 hours in advance through the booking system
Rescheduling requests made less than 24 hours before the scheduled session may result in forfeiture of that session
No-shows will result in forfeiture of that session
The (1) included 1:1 session must be used by the program end date and does not roll over
9. ACCESSIBILITY ACCOMMODATIONS
Brown Leadership is committed to making The Visibility Shift Program accessible to all participants.
Participant agrees to notify Brown Leadership of any accessibility requirements at time of registration by emailing info@brownleadership.com with "ACCESSIBILITY REQUEST" in the subject line.
Brown Leadership will work with Participant to provide reasonable accommodations, which may include but are not limited to:
Closed captioning for live sessions
Alternative formats for written materials
Modified deadlines with advance notice
Other reasonable accommodations as requested and feasible
Session Content Notice:
Participant understands and acknowledges that the Program may include exposure to:
Extended screen time during video sessions
Group discussion of professional challenges that may include stress or difficult workplace situations
Photography and bright lighting during the Visibility Intensive
10. PRIVACY & CONFIDENTIALITY
Participant Privacy Obligations:
Participant agrees to respect the privacy of all persons in attendance at the Program. Participant agrees to refrain from:
Posting or publishing any photos, videos, or media which identifies another participant without that person's explicit consent
Sharing personal information, stories, or challenges disclosed by other participants outside the program community
Recording any portion of live sessions without written permission from Brown Leadership
Sharing other participants' work, pitches, or materials outside the program
What is shared in The Visibility Shift stays in The Visibility Shift.
Violation of confidentiality will result in immediate removal from the program without refund. If Participant still owes payment, Participant will be expected to complete the balance within 30 days.
Brown Leadership Privacy Practices & Marketing Use:
Brown Leadership's Privacy Policy is specifically incorporated by reference here and available at kimberlybonline.com/privacy.
By enrolling in The Visibility Shift Program, Participant grants Brown Leadership a perpetual, royalty-free, worldwide license to capture, use, reproduce, and distribute content from Participant's program participation for marketing, promotional, testimonial, and educational purposes, including but not limited to:
Screenshots of Slack messages, comments, questions, or community interactions
Screenshots or recordings of portions of live teaching or implementation sessions
Audio, video, or photographic recordings of Participant during program sessions
Photos taken during the Visibility Intensive
Participant's first name, title, industry, and general professional information
Wins, results, and speaking opportunities Participant shares in the program
Before/after transformations related to Participant's visibility journey
This content may be used across any marketing channels including but not limited to: website, social media, email marketing, paid advertisements, sales pages, course materials, and presentations.
Brown Leadership may edit, crop, blur, or modify content as needed while maintaining the integrity and context of Participant's statements.
Opt-Out Options:
Participant may opt out of marketing use by emailing info@brownleadership.com with "COMPLETE MARKETING OPT-OUT" in the subject line at any time during the program. Opting out will not impact program participation, access, or coaching quality in any way.
Participant may request removal of specific content already published by emailing info@brownleadership.com. Brown Leadership will make reasonable efforts to remove the content within 14 days, though not content already distributed may not be fully retractable.
Brown Leadership will still request explicit written permission before:
Using Participant's full name and photo together in a formal testimonial
Conducting recorded video testimonial interviews for marketing use
Sharing Participant's employer or company name publicly
Using Participant as a featured case study with extensive detail
Participant may decline permission for these specific uses without penalty.
11. INTELLECTUAL PROPERTY
Brown Leadership's Intellectual Property:
All program materials, frameworks, methodologies, templates, session recordings, and content provided as part of The Visibility Shift Program are owned by or licensed to Brown Leadership and are protected by copyright, trademark, and other intellectual property laws.
Prohibited Uses:
Participant may NOT:
Share, redistribute, or provide access to any program materials to anyone outside the program
Copy, reproduce, or create derivative works based on program materials
Teach, train, or coach others using Brown Leadership's methodologies, frameworks, or materials
Create competing programs, workshops, courses, or offers that mirror Brown Leadership's approach
Use program templates or materials as part of services delivered to clients
Record, screenshot, or otherwise capture program content for distribution
Redesign or rebrand program materials for personal or commercial use
Permitted Uses:
Participant MAY:
Use the speaker asset templates to create personal visibility materials (bio, pitch scripts, booking guide, etc.) for Participant's own use
Reference completion of The Visibility Shift Program when discussing personal professional development journey
Share general excitement about participation in the program on social media with proper attribution (@kimberlybonline)
Use materials created by Participant (using provided templates) for Participant's personal brand visibility efforts
Allow Participant's personal team members (assistants, publicists, etc.) to access Participant's completed materials for the purpose of supporting Participant's visibility efforts
Team Member Responsibility:
If Participant's team members are granted access to Participant's completed materials, Participant remains fully responsible for ensuring team members comply with these intellectual property restrictions. Violation by a team member will be treated as a violation by Participant.
Enforcement:
Brown Leadership takes intellectual property protection seriously. If Participant creates content, programs, or offers that infringe on Brown Leadership's intellectual property, Brown Leadership will pursue all available legal remedies, including but not limited to:
Cease and desist demands
Claims for monetary damages
Injunctive relief
Recovery of attorney's fees and costs
If you are ever uncertain whether a planned use crosses the line, email info@brownleadership.com before proceeding.
12. RELATIONSHIP OF THE PARTIES
Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between Brown Leadership and Participant.
Brown Leadership agrees only to provide Participant with access to The Visibility Shift Program, which provides education, training, and coaching.
The information contained in the Program, including any interactions with Kimberly Brown and other coaches, is not intended as, and shall not be understood or construed as:
Job placement services
Therapeutic or mental health services
Legal advice
Financial or tax advice
Guaranteed employment outcomes or promotions
Participant acknowledges that they are solely responsible for decisions made regarding their career, speaking opportunities, business activities, and professional development.
13. WARRANTIES AND REPRESENTATIONS
Mutual Warranties:
The Parties warrant and represent that they are free to enter into this Agreement and have the authority to do so.
Disclaimer of Warranties:
No other warranties are made, whether express or implied. All information provided during the Program is for educational purposes only and is provided on an "as is" and "as available" basis.
Brown Leadership disclaims all warranties of any kind as to the use of information provided during the Program, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, and noninfringement.
No Guarantee of Results:
Brown Leadership specifically disclaims any warranty that the Program:
Will meet Participant's specific career goals or income expectations
Will result in any specific number of speaking opportunities, bookings, or engagements
Will be free of errors, uninterrupted, or available at all times
Will guarantee professional advancement, visibility, or recognition
Will result in outcomes identical to those achieved by other participants
Participant's Responsibility:
Participant understands the importance of:
Consulting appropriate professional advisors (legal, financial, therapists, etc.) as needed
Conducting independent research and due diligence
Making informed decisions based on multiple information sources
Not acting or refraining from acting based solely on information gathered during the Program
Third-Party Results:
Testimonials, case studies, and results shared during the program represent the experiences of specific individuals under specific circumstances. These are not representative of all participants' experiences and should not be viewed as guarantees or promises of similar results.
Individual results vary based on numerous factors including but not limited to: individual effort, consistency, industry dynamics, market conditions, professional background, existing network, quality of work produced, timing, and factors outside of Brown Leadership's and Participant's control.
14. LIMITATION OF LIABILITY
LIABILITY SHALL BE LIMITED TO THE PROGRAM FEE.
EXCEPT AS PROHIBITED BY LAW, BROWN LEADERSHIP SHALL NOT BE LIABLE TO PARTICIPANT OR TO ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS, LOST OPPORTUNITIES, OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF BROWN LEADERSHIP'S SERVICES, MATERIALS, OR PRODUCTS, INCLUDING ATTORNEY'S FEES AND RELATED EXPENSES OF LITIGATION AND ARBITRATION.
EXCEPT AS PROHIBITED BY LAW, TO THE EXTENT THERE IS LIABILITY FOUND AS TO BROWN LEADERSHIP, SUCH RECOVERY IS LIMITED TO THE AMOUNT THE PARTICIPANT PAID IN PROGRAM FEES.
Brown Leadership shall not be liable for:
Any speaking opportunities not secured or opportunities that do not materialize
Any business or income losses
Damage to professional reputation
Time invested by Participant in the program
Travel expenses, accommodations, or costs related to program attendance
Technical difficulties, platform outages, or internet connectivity issues
Any indirect or consequential damages of any kind
15. INDEMNIFICATION AND RELEASE
To the extent permitted by law, each party hereby agrees to protect, indemnify, defend, and hold harmless the other and their respective managers, officers, members, partners, affiliates, owners, shareholders, beneficiaries, and their respective employees, agents, and contractors (collectively, "Representatives") against all claims, losses, liabilities, damages, expenses, and costs arising out of or connected with the negligence or intentional misconduct of such party or its Representatives.
Further, Participant, on behalf of itself and its owners, affiliates, partners, subsidiaries, employees, agents, contractors, and consultants (collectively "Releasor"), waives any rights to recover from, and hereby forever agrees to release and hold harmless, Brown Leadership and their respective owners, parent companies, affiliates, partners and subsidiaries, directors, officers, members, employees, consultants, agents, legal representatives and assigns from any and all claims, costs, expenses, damages, actions and liabilities, of any nature, whether direct or indirect, known or unknown, foreseen or unforeseen (collectively "Claims"), including but not limited to:
Claims related to career outcomes, speaking opportunities, or professional advancement
Claims related to program content, coaching advice, or strategic recommendations
Claims arising from interactions with other participants
Claims related to the Visibility Intensive event (except in cases of gross negligence)
Claims related to use of Participant's name, likeness, or testimonial (when permission was granted in this agreement or in writing)
16. FORCE MAJEURE
Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any obligation under this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, including but not limited to:
Fire, floods, earthquakes, or other natural disasters
Epidemics, pandemics, or public health emergencies
Government orders, embargoes, or regulations
War, acts of war, terrorism, or civil unrest
Strikes, lockouts, or labor disturbances
Internet or utility outages beyond Brown Leadership's control
Acts of God
Provided, however, that the party so affected shall use reasonable commercial efforts to avoid or remove such causes of nonperformance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed.
In the event of force majeure affecting program delivery:
Brown Leadership will make reasonable efforts to reschedule sessions or provide alternative delivery methods
If the program cannot be completed due to extended force majeure circumstances, Participant will receive a pro-rated refund for undelivered services, or the option to join a future cohort
Either party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure.
17. WAIVER
No waiver of any default by any party to this Agreement shall be implied from any omission by a party to take action on account of such default. If such default persists or is repeated, no express waiver shall affect any default other than the default specified in the express waiver, and that only for the time and to the extent therein stated.
Brown Leadership's failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.
18. ARTICLE HEADINGS
All article, paragraph, and section headings set forth in this Agreement are intended for convenience only and shall not control or affect the meaning, construction, or effect of this Agreement or any of the provisions thereof.
19. SEVERABILITY
If any provision of this Agreement shall be declared invalid or unenforceable by a court of competent jurisdiction, such provision shall be deemed eliminated from this Agreement to the minimum extent necessary, and all remaining provisions shall continue in full force and effect.
20. MODIFICATION BY SUBSEQUENT AGREEMENT
This Agreement may be modified by subsequent agreement of the parties only by an instrument in writing signed by both of them.
Brown Leadership reserves the right to update program materials, session formats, delivery methods, and operational procedures as needed to improve program quality, provided that the core deliverables outlined in Section 2 remain substantially the same.
21. DISPUTE RESOLUTION
Mediation:
Brown Leadership and Participant agree to attempt to settle all disputes between them through private mediation before initiating any arbitration, litigation, or other dispute resolution procedure.
The mediation session will occur at a time mutually agreed upon by the parties in consultation with a mutually selected mediator, though no later than sixty (60) days after service of written notice requesting mediation, unless otherwise agreed by the parties and mediator.
Each party shall bear its own fees and costs for the mediation. The parties agree to mediate in Essex County, New Jersey or via online mediation platform if mutually agreed.
Arbitration:
If mediation does not resolve the dispute, the parties agree to binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Essex County, New Jersey or via online arbitration if mutually agreed.
The prevailing party in any arbitration or litigation shall be entitled to recover reasonable attorney's fees and costs.
22. GOVERNING LAW
This Agreement shall be governed by and interpreted under the laws of the State of New Jersey, without regard to its conflict of laws provisions.
23. SOLE AND ENTIRE AGREEMENT
This Agreement, together with the Program Guidelines document incorporated by reference, contains the entire understanding between the parties with respect to the subject matter and supersedes any and all other prior written contracts and understandings (whether oral or written) between the parties.
No amendment or modification of this Agreement shall be effective unless executed in writing by both parties.
Participant acknowledges that they have read and understood The Visibility Shift Program Guidelines document and agree to comply with all policies, expectations, and procedures outlined therein. The Program Guidelines are considered part of this Agreement.
24. ASSIGNMENT; SUCCESSORS AND ASSIGNS
Participant agrees that Participant will not assign, sell, transfer, delegate, or otherwise dispose of, whether voluntarily or involuntarily, or by operation of law, any rights or obligations under this Agreement. Any such purported assignment, transfer, or delegation shall be null and void.
Participant represents that Participant has not previously assigned or transferred any claims or rights released by them pursuant to this Agreement.
Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, successors, attorneys, and permitted assigns.
This Agreement shall not benefit any other person or entity except as specifically enumerated in this Agreement.
25. ELECTRONIC SIGNATURES
The Parties agree that electronic signatures shall have the same force and effect as original signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
ACKNOWLEDGMENT AND ACCEPTANCE
By enrolling in The Visibility Shift Program, completing the registration process, and submitting payment, Participant acknowledges that they have:
Read this entire Agreement carefully
Understand all terms and conditions
Agree to be bound by all provisions herein
Entered into this Agreement voluntarily and without duress