This Membership Agreement ("Agreement") is entered into between Grace Note Strategies ("Grace Note," "we," or "us") and the individual or entity signing up for membership ("Member" or "you").

1. Membership Options: Members may join on a monthly basis at $250/month or quarterly basis at $700/quarter. All memberships auto- renew unless cancelled in accordance with Section 3.

1. Payment Processing: Payments will be processed through our designated payment processor. By enrolling, you authorize automatic recurring charges to your payment method on file.

1. 1. Pilot Period: This community is operating on a trial basis for an initial 3-month period, with the possibility of extension. No membership term—monthly or quarterly—may extend beyond the scheduled pilot end date, and any auto-renewal occurring after the pilot will automatically be canceled unless the program is formally extended. Members enrolling during the pilot will only be offered membership terms that fit within the remaining pilot period.

Grace Note commits to providing the following minimum deliverables during your active membership:

• At least one (1) live workshop per month
• Recorded sessions of all live workshops (accessible via password-protected platform)
• Customized weekly homework assignments
• Occasional 1:1 feedback on homework submissions (at Grace's sole discretion)
• Assignment to a peer cohort within the Slack community for collaborative learning
• Access to the private Slack workspace for community interaction

1. rogram Modifications: Grace Note reserves the right to expand or enhance program offerings at any time. The deliverables listed above represent the guaranteed minimum; additional content or opportunities may be added at Grace Note's discretion. Grace Note may also modify delivery platforms, schedules, or formats as reasonably necessary, including for technological or operational reasons.

1. Attendance: Live workshop attendance is optional. Members who miss live sessions will receive access to recordings. There is no minimum participation requirement.

1. Cohort Assignments: Grace Note will assign members to formal peer cohorts within the Slack community based on its assessment of compatibility and learning objectives. Members may request cohort changes, although such requests may not always be honored.

Cancellation Window: Members have seven (7) calendar days from their initial enrollment date to cancel for a full refund. After this period, all payments are non-refundable.

1. Ongoing Cancellations: Members may cancel their auto-renewing membership at any time by providing written notice via email. Cancellation will take effect at the end of the current paid period. No partial refunds will be issued for unused portions of monthly or quarterly memberships.

1. Access After Cancellation: Members who cancel will retain full access to all community resources and content through the end of their paid membership period.

1. Payment Failures : If an auto-renewal payment fails, members will have fourteen (14) days to update their payment information before access is suspended. Access will be restored upon successful payment.

If the community will not continue beyond the pilot period, Grace Note will provide at least thirty (30) calendar days’ advance notice. Auto-renewals and membership terms will be automatically adjusted or discontinued to ensure no member is charged for any period following the pilot’s conclusion.  Quarterly memberships will only be offered if all three months fall within the remaining pilot period.

Grace Note’s IP (includes all trademarks, trade names, program titles, and branded frameworks): All content, frameworks, methodologies, recordings, and materials provided through this community, including but not limited to “Digital Listening,” “Discernment,” “Value Rich” and other proprietary frameworks, remain the exclusive intellectual property of Grace Note Strategies.

1. Member Usage Rights: Members may:

• Take personal notes and written materials for their own professional development
• Apply learnings and insights to their own work and career
• Reference general concepts learned in the community

1. Prohibited Uses: Members may NOT:

• Record, reproduce, or distribute any workshop recordings
• Share password-protected recordings with non-members
• Present Grace Note's proprietary frameworks, methodologies, or content as their own

creation

• Copy, adapt, white-label, license, sublicense, publish, or create derivative works based on any Grace Note Strategies content
• Use Grace Note's frameworks or content for commercial training, consulting, or teaching

purposes without explicit written permission

• Teach or commercialize “Digital Listening,” “Discernment,” “Value Rich” or other

proprietary Grace Note Strategies frameworks under any name

1. Member Work Product: Any homework, exercises, or materials created by members in response to prompts remain the member's property, and may be used freely outside the community.

Confidentiality: Members agree to maintain the confidentiality of all non-public information shared within workshops, Slack, peer cohorts, and feedback sessions, including other members’ questions, comments, and experiences. Slack communications are not considered private and may be moderated.

1. Code of Conduct: Members must refrain from harassment, discrimination, abusive language, solicitation or selling to other members, or conduct that disrupts the learning environment.  Members are expected to engage respectfully and constructively within the community. Disruptive behavior, harassment, violation of community guidelines, or conduct detrimental to the learning environment will not be tolerated.

1. Removal : Grace Note reserves the right to remove any member from the community at its sole discretion for violation of community standards or disruptive behavior. Grace Note may remove any member for violation of community standards. Removed members will lose immediate access to all community resources. No refunds will be issued for removals based on misconduct, except where Grace Note elects otherwise in writing on a case-by-case basis.

1. Removed members will:

• Lose immediate access to all community resources, including Slack and recordings
• Forfeit any remaining membership period
• Receive a refund solely at GraceNote's discretion on a case-by-case basis

By joining this community, you represent that:

• You are enrolling for legitimate professional development purposes
• You understand this is an educational program based on Grace's personal perspective

and methodologies

• If you operate in a similar field, you agree not to use your membership to obtain competitive intelligence or to replicate Grace Note’s methodologies, which constitutes grounds for immediate removal.
• If you are a competitor of Grace Note Strategies, you acknowledge that joining to

replicate her business model or misappropriate her intellectual property is grounds for immediate removal.

8. NATURE OF SERVICES & DISCLAIMERS

8.1 Educational Services: Grace provides educational training and her personal perspective on soft skills development. This is not coaching, therapy, career counseling, or professional advice specific to your individual circumstances.  Grace Note does not undertake any fiduciary duty toward members.

8.2 No Guaranteed Outcomes: While Grace Note is committed to delivering high-quality educational content, she makes no guarantees regarding specific career outcomes, skill acquisition timelines, or professional results from participation in this community. Nothing in the program constitutes legal, financial, therapeutic, HR, or professional advice.

1. Member Responsibility: Members are responsible for applying learnings appropriately to their own situations and seeking additional professional guidance as needed.

To the maximum extent permitted by law, Grace Note Strategies' total liability for any claims arising from this membership shall not exceed the total amount of fees actually paid by the member. Grace Note is not responsible for interruptions or data issues arising from third-party platforms (e.g., Slack, payment processors), unauthorized access beyond Grace Note’s reasonable control, or loss of user-generated content.  Grace Note is not liable for any indirect, incidental, consequential, or punitive damages.

Official community communications, including schedule updates, homework assignments, and program announcements, will be delivered via Slack. Members acknowledge that Slack and email communications may be used for formal notices under this Agreement. Last-minute cancellations or urgent updates may be sent via email. Members are responsible for monitoring both channels.

1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.

1. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings or agreements regarding the subject matter. This Agreement incorporates by reference any posted community guidelines, privacy policy, or code of conduct, as may be updated from time to time.

1. Modifications: Grace Note reserves the right to modify this Agreement with thirty (30) days’ notice to members. Grace Note may make immediate modifications required for legal compliance or safety. All other material modifications will include thirty (30) days’ notice.Continued membership after such notice constitutes acceptance of modifications.

1. Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full effect.

1. Assignment: Grace Note may assign this Agreement to any successor entity or affiliate in connection with a reorganization, sale, or transfer of the business. Members may not assign their rights without written consent.  

1. Dispute Resolution: Any dispute arising under this Agreement shall be resolved through binding arbitration on an individual basis. Members waive any right to participate in class or collective actions.
2. Electronic Acceptance: By clicking “Agree,” submitting payment, or continuing membership, you consent to electronic execution of this Agreement.

ACCEPTANCE 

By enrolling in The Soft Skilled School Community and submitting payment, you acknowledge that you have read, understood, and agree to be bound by the terms of this Membership Agreement.