One screen. Then you’re in.

I. Title and Document Identification

This Hold Harmless Agreement and Waiver of Liability (hereinafter referred to as the “Agreement”) is made and entered into as of the date of electronic acceptance or physical signature, whichever occurs first, in accordance with the laws of the State of Nevada.

II. Parties Identification and Contact Information

PROVIDER: Vinson Consulting INC, a Nevada corporation
1154 Claire Rose Ave, Las Vegas, NV 89183
(Hereinafter referred to as the “Provider,” “Company,” or “Vinson Consulting”)

INSTRUCTOR: Scott Vinson II (Hereinafter referred to as the “Instructor”)

PURCHASER: The individual or entity purchasing or accessing the educational content (Hereinafter referred to as the “Purchaser,” “Participant,” or “You”)

III. Recitals and Background

WHEREAS, Provider is engaged in the business of providing real estate and business educational content, training, coaching, and related services;

WHEREAS, Provider offers educational programs known as “Agent OS & All Business Education provided by Vinson Consulting INC” (hereinafter referred to as the “Educational Content”);

WHEREAS, the Educational Content includes, but is not limited to, real estate and business sales techniques, skills, scripts, and process expertise;

WHEREAS, Purchaser desires to purchase, access, and utilize the Educational Content for professional development purposes;

WHEREAS, Purchaser may hold a real estate license in one or more jurisdictions and is subject to the laws, regulations, and professional standards governing real estate professionals in those jurisdictions;

WHEREAS, Provider’s Educational Content is designed for informational and educational purposes only and is not intended to substitute for professional legal, financial, or brokerage advice;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

IV. Scope of Coverage and Educational Services

4.1 Educational Content Covered. This Agreement covers the Purchaser’s access to, use of, and participation in:

• (a) The “Agent OS & All Business Education” program;
• (b) All supplemental materials, updates, and modifications to the Educational Content;
• (c) Any future courses, webinars, coaching services, or educational programs offered by Provider to Purchaser;
• (d) Any one-on-one or group coaching sessions;
• (e) Any digital, print, audio, or video materials provided as part of the Educational Content;
• (f) Any online forums, communities, or discussion groups associated with the Educational Content; and
• (g) Any other educational services or materials provided by Provider to Purchaser.

4.2 Subject Matter. The Educational Content covers real estate and business sales techniques, skills, scripts, process expertise, and related topics, including but not limited to: (a) lead generation and prospecting strategies; (b) client acquisition and retention methods; (c) sales scripts and communication techniques; (d) business development and growth strategies; (e) marketing and promotional tactics; (f) transaction management processes; and (g) other real estate and business-related educational content.

4.3 Delivery Methods. The Educational Content may be delivered through various methods, including but not limited to: (a) digital video recordings; (b) live or recorded webinars; (c) written materials and documents; (d) online learning platforms; (e) in-person or virtual coaching sessions; (f) mobile applications; and (g) other delivery methods as determined by Provider.

4.4 Term of Access. Purchaser’s access to the Educational Content shall be in accordance with the specific terms of purchase, which may include: (a) one-time access; (b) subscription-based access; (c) limited-time access; or (d) perpetual access to specific content.

V. Educational Disclaimer and Nature of Content

5.1 Educational Purpose Only. The Educational Content is provided for general informational and educational purposes only. It is not intended to provide, and should not be relied upon for, legal, financial, tax, investment, or professional advice specific to Purchaser’s individual circumstances.

5.2 Not Professional Advice. PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE EDUCATIONAL CONTENT: (a) is not personalized legal, financial, tax, or professional advice; (b) does not create an attorney-client, financial advisor-client, or other professional relationship; (c) is not a substitute for professional advice from qualified professionals in the relevant fields; (d) may not be applicable or appropriate for Purchaser’s specific circumstances; and (e) may require adaptation to comply with local, state, and federal laws and regulations.

5.3 No Guarantees of Results. Provider makes no representations, warranties, or guarantees regarding: (a) the results or outcomes that may be achieved by implementing the strategies, techniques, or methods presented in the Educational Content; (b) the accuracy, completeness, or timeliness of the Educational Content; (c) the financial or business success that may result from applying the Educational Content; or (d) the applicability of the Educational Content to Purchaser’s specific circumstances.

5.4 Independent Verification Required. Purchaser acknowledges and agrees that: (a) Purchaser is solely responsible for independently verifying the legality, applicability, and appropriateness of any strategies, techniques, or methods presented in the Educational Content before implementation; (b) real estate laws, regulations, and practices vary significantly by jurisdiction and are subject to change; and (c) Purchaser must exercise independent professional judgment when applying any information obtained from the Educational Content.

5.5 Truth in Advertising Compliance. Provider strives to comply with the Federal Trade Commission Act, 15 U.S.C. § 45, regarding truth in advertising. Any testimonials or examples of results in the Educational Content represent exceptional outcomes and are not intended to guarantee, promise, or imply that Purchaser will achieve similar results.

VI. Professional Responsibility and License Acknowledgment

6.1 License Status Acknowledgment. Purchaser acknowledges that if Purchaser holds a real estate license in any jurisdiction: (a) Purchaser remains bound by all laws, regulations, and ethical standards governing real estate professionals in each jurisdiction where Purchaser is licensed; (b) Purchaser’s use of the Educational Content must comply with all applicable real estate licensing laws and regulations; (c) Purchaser’s implementation of any strategies or techniques must be in accordance with professional standards and ethical obligations; and (d) Purchaser’s primary obligation is to comply with all legal and ethical requirements applicable to licensed real estate professionals.

6.2 Supervising Broker Consultation. Purchaser expressly agrees that prior to implementing any strategies, techniques, or methods presented in the Educational Content, Purchaser will: (a) consult with Purchaser’s supervising broker or managing broker regarding the appropriateness and compliance of such strategies with brokerage policies; (b) obtain any necessary approvals from Purchaser’s supervising broker or managing broker; (c) ensure that any implementation complies with brokerage policies and procedures; and (d) refrain from implementing any strategies that are not approved by Purchaser’s supervising broker or that conflict with brokerage policies.

6.3 Legal Compliance Advisory. Purchaser is strongly advised to: (a) consult with qualified legal counsel regarding the legality and compliance of any strategies or techniques before implementation; (b) remain informed about changes in real estate laws and regulations in all jurisdictions where Purchaser conducts business; (c) participate in continuing education and professional development beyond the Educational Content; and (d) exercise professional judgment and due diligence in all real estate activities.

6.4 Professional Standards Commitment. Purchaser agrees to maintain the highest standards of professional conduct and ethics when implementing any strategies or techniques learned from the Educational Content, including: (a) honesty and transparency in all client communications; (b) full disclosure of material facts as required by law; (c) avoidance of deceptive or misleading practices; and (d) prioritization of client interests in accordance with fiduciary duties where applicable.

VII. Hold Harmless Provision

7.1 Hold Harmless Agreement. To the fullest extent permitted by law, Purchaser hereby agrees to forever release, discharge, hold harmless, and covenant not to sue Provider, Instructor, their affiliates, subsidiaries, parent companies, successors, assigns, officers, directors, employees, agents, representatives, contractors, and licensors (collectively, the “Released Parties”) from and against any and all claims, demands, causes of action, suits, damages, liabilities, losses, expenses, and costs (including, without limitation, reasonable attorneys’ fees) related to, arising out of, or in any way connected with: (a) Purchaser’s purchase of, access to, or use of the Educational Content; (b) Purchaser’s implementation or application of any strategies, techniques, or methods presented in the Educational Content; (c) any business or financial decisions made by Purchaser based on the Educational Content; (d) any transactions, agreements, or relationships entered into by Purchaser using strategies or techniques from the Educational Content; (e) any alleged violations of real estate laws or regulations resulting from Purchaser’s implementation of strategies or techniques from the Educational Content; (f) any claims by Purchaser’s clients, customers, or other third parties arising from Purchaser’s use of the Educational Content; and (g) any other matters related to Purchaser’s use of or reliance upon the Educational Content.

7.2 Scope of Release. This release and hold harmless provision applies to all claims, demands, and causes of action of every nature and kind whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that may arise from or relate to the Educational Content.

7.3 Consumer Protection Limitations. Notwithstanding the foregoing, nothing in this Agreement shall be construed to waive any rights or protections afforded to Purchaser under Nevada consumer protection laws, including NRS Chapter 97B, that cannot be waived by contract. This hold harmless provision shall be interpreted and enforced to the maximum extent permitted by law.

7.4 Survival. The obligations under this Section VII shall survive the termination of this Agreement and Purchaser’s access to the Educational Content.

VIII. Indemnification Clause

8.1 Indemnification Obligation. Purchaser agrees to defend, indemnify, and hold harmless the Released Parties from and against any and all third-party claims, actions, suits, proceedings, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees and legal costs) arising from or related to: (a) Purchaser’s use or misuse of the Educational Content; (b) Purchaser’s violation of any laws, regulations, or professional standards in connection with the Educational Content; (c) Purchaser’s breach of any representations, warranties, or covenants contained in this Agreement; (d) any business activities or transactions undertaken by Purchaser using strategies or techniques from the Educational Content; (e) any claims by Purchaser’s clients, customers, or other third parties arising from Purchaser’s implementation of strategies or techniques from the Educational Content; and (f) any negligent acts, omissions, or willful misconduct by Purchaser.

8.2 Defense Costs and Cooperation. Purchaser’s indemnification obligation includes the payment of all reasonable attorneys’ fees and costs incurred by the Released Parties in defending any claims covered by this indemnification provision. Purchaser agrees to cooperate fully with the Released Parties in the defense of any such claims.

8.3 Notice of Claims. Provider shall provide Purchaser with prompt written notice of any claim subject to indemnification; provided, however, that any failure or delay in providing such notice shall not relieve Purchaser of its obligations except to the extent that Purchaser is materially prejudiced by such failure or delay.

8.4 Control of Defense. Provider shall have the right, but not the obligation, to participate in the defense of any claim through counsel of its own choosing at its own expense. Provider shall have the right to approve any settlement that imposes any obligation, or contains any admission, on the part of Provider.

8.5 Limitations. Notwithstanding the foregoing, Purchaser’s indemnification obligations shall not extend to claims arising solely from Provider’s own negligent acts or omissions or willful misconduct, consistent with Nevada public policy as reflected in NRS 706.298 and NRS 40.693.

IX. Risk Assumption and Limitation of Liability

9.1 Assumption of Risk. Purchaser expressly assumes all risks associated with the purchase, access, and use of the Educational Content, including but not limited to: (a) business and financial risks associated with implementing strategies or techniques presented in the Educational Content; (b) risk of financial loss or failure to achieve desired business results; (c) risk of regulatory non-compliance if strategies are implemented without proper legal review and adaptation; (d) risk of client or customer dissatisfaction with services provided using strategies from the Educational Content; and (e) risk of market changes that may affect the viability or effectiveness of strategies presented in the Educational Content.

9.2 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE RELEASED PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO PURCHASER’S USE OF OR INABILITY TO USE THE EDUCATIONAL CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF THE RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF THE RELEASED PARTIES TO PURCHASER FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT OR THE EDUCATIONAL CONTENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT PAID BY PURCHASER TO PROVIDER FOR THE EDUCATIONAL CONTENT AND CONSULTING EXPENSES.

9.4 Essential Basis of the Bargain. Purchaser acknowledges and agrees that the limitations of liability set forth in this Section IX are fundamental elements of the basis of the bargain between Provider and Purchaser and that they have been taken into account in determining the consideration exchanged between the parties.

9.5 Enforceability. If any portion of this Section IX is found to be unenforceable or contrary to applicable law, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining portions of this Section IX shall remain in full effect.

X. Intellectual Property Protection

10.1 Trademark Protection. Purchaser acknowledges that the name “Scott Vinson” is a protected trademark owned by Provider or its affiliates. Purchaser shall not use, reproduce, distribute, or create derivative works based on this trademark without prior written permission from Provider.

10.2 Copyright Protection. Purchaser acknowledges that “Agent OS” and all Educational Content provided by Vinson Consulting INC are protected by copyright laws and are owned by Provider or its licensors. All rights not expressly granted to Purchaser are reserved by Provider and its licensors.

10.3 License to Use. Provider grants Purchaser a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Educational Content for Purchaser’s personal or internal business purposes only. This license does not include the right to: (a) copy, reproduce, distribute, publicly display, or publicly perform the Educational Content; (b) modify, adapt, translate, or create derivative works based on the Educational Content; (c) reverse engineer, decompile, or disassemble the Educational Content; (d) remove, alter, or obscure any copyright, trademark, or other proprietary notices; (e) use the Educational Content to create competing products or services; (f) sell, rent, lease, lend, or sublicense the Educational Content; or (g) use the Educational Content in any manner that infringes the intellectual property rights of Provider or any third party.

10.4 Unauthorized Use. Any unauthorized use of Provider’s intellectual property, including but not limited to the “Scott Vinson” trademark and “Agent OS” copyrighted materials, may result in legal action, including claims for damages, injunctive relief, and attorneys’ fees.

10.5 Feedback. If Purchaser provides Provider with any feedback, suggestions, or ideas regarding the Educational Content, Purchaser hereby grants Provider a perpetual, irrevocable, worldwide, royalty-free license to use such feedback for any purpose without compensation or attribution to Purchaser.

XI. Notice Requirements and Claims Procedure

11.1 Notice of Claims. Purchaser agrees to provide written notice to Provider within thirty (30) days of becoming aware of any potential claim, dispute, or issue arising from or related to the Educational Content or this Agreement. Such notice shall include: (a) a detailed description of the claim, dispute, or issue; (b) the date when Purchaser became aware of the claim, dispute, or issue; (c) any supporting documentation or evidence; and (d) the specific relief or resolution sought by Purchaser.

11.2 Delivery of Notice. All notices required under this Agreement shall be in writing and delivered to:

11.3 Failure to Provide Notice. Failure to provide timely notice as required by this Section XI may, to the extent permitted by law, result in the waiver of Purchaser’s right to pursue any claims related to the matter that should have been noticed.

11.4 Opportunity to Cure. Upon receipt of notice of any claim, dispute, or issue, Provider shall have thirty (30) days to investigate and respond to Purchaser. The parties agree to work in good faith to resolve any claims, disputes, or issues before pursuing formal legal proceedings.

11.5 Statute of Limitations. Notwithstanding any provision to the contrary, any legal action arising from or related to this Agreement or the Educational Content must be commenced within the shorter of: (a) the applicable statute of limitations under Nevada law; or (b) one (1) year after the cause of action accrues.

XII. Governing Law and Dispute Resolution

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to any choice of law or conflict of law provisions.

12.2 Jurisdiction. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Clark County, Nevada for any litigation arising out of or relating to this Agreement.

12.3 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the Educational Content, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration in Las Vegas, Nevada before a single arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction.

12.4 Class Action Waiver. The parties agree that any arbitration or legal proceeding shall be conducted on an individual basis and not as a class, consolidated, representative, or collective action. The parties expressly waive any right to participate in a class, consolidated, representative, or collective proceeding.

12.5 Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information pending the resolution of arbitration proceedings.

12.6 Attorneys’ Fees and Costs. In any dispute arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses incurred in addition to any other relief to which such party may be entitled.

XIII. Term Duration and Modification

13.1 Term. This Agreement shall commence upon Purchaser’s purchase of or access to the Educational Content and shall continue in perpetuity, unless terminated as provided herein.

13.2 Survival. The provisions of Sections VII (Hold Harmless Provision), VIII (Indemnification Clause), IX (Risk Assumption and Limitation of Liability), X (Intellectual Property Protection), XI (Notice Requirements and Claims Procedure), XII (Governing Law and Dispute Resolution), and any other provisions that by their nature should survive termination shall survive the termination of this Agreement.

13.3 Modification of Agreement. Provider reserves the right to modify this Agreement at any time by providing notice to Purchaser or by posting the modified Agreement on Provider’s website. Purchaser’s continued use of the Educational Content after such modifications shall constitute Purchaser’s acceptance of the modified Agreement.

13.4 Modification of Educational Content. Provider reserves the right to update, modify, or discontinue any aspect of the Educational Content at any time without notice. This Agreement shall apply to all updates, modifications, and supplemental materials provided as part of the Educational Content.

13.5 Assignment. Purchaser may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of Provider. Provider may assign this Agreement to any successor in interest, affiliate, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

XIV. Severability and Enforceability

14.1 Severability. If any provision of this Agreement, or any portion thereof, is held to be invalid, illegal, void, or unenforceable by any court or tribunal of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect to the maximum extent permitted by law. The parties agree that any such invalid, illegal, void, or unenforceable provision shall be modified and limited in its effect to the extent necessary to cause it to be enforceable, or if such modification is not possible, shall be deemed severed from this Agreement. In such event, the parties shall negotiate in good faith to replace any invalid, illegal, void, or unenforceable provision with a valid, legal, and enforceable provision that corresponds as closely as possible to the parties’ original intent and economic expectations.

14.2 No Waiver. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement must be in writing and signed by the party waiving its rights.

14.3 Interpretation. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument. The headings in this Agreement are for convenience only and shall not affect its interpretation.

14.4 Unconscionability. The parties acknowledge that they have had the opportunity to review this Agreement with legal counsel of their choice and that they are entering into this Agreement knowingly and voluntarily. The parties agree that this Agreement is not unconscionable under NRS 116.1112 or any other applicable law.

14.5 Force Majeure. Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, civil unrest, government action, strikes, labor disputes, or Internet service interruptions.

XV. Entire Agreement and Acknowledgment

15.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

15.2 Electronic Signatures. The parties agree that electronic signatures, whether digital or encrypted, are intended to authenticate this Agreement and shall have the same force and effect as manual signatures. Electronic acceptance through clicking “I Agree,” “I Accept,” or similar buttons or checkboxes shall constitute valid execution of this Agreement.

15.3 Acknowledgment. BY PURCHASING, ACCESSING, OR USING THE EDUCATIONAL CONTENT, PURCHASER ACKNOWLEDGES THAT PURCHASER HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF PURCHASER DOES NOT AGREE TO THESE TERMS, PURCHASER MUST NOT PURCHASE, ACCESS, OR USE THE EDUCATIONAL CONTENT.

15.4 Contact Information. If Purchaser has any questions about this Agreement, Purchaser may contact Provider at the address provided in Section II or through Provider’s website.

XVI. Signature Section

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date of electronic acceptance or physical signature, whichever occurs first.