Legal

1) Services.

WCP agrees to perform the following services (collectively, the (“Services”) for Client:

1. a.Provide advice and counseling regarding strategies for the management and repayment of Client’s student loans.
2. b.Provide such written deliverables or communications as WCP deems necessary or advisable in its sole discretion, including without limitation spreadsheets, emails, and summary materials (collectively, if provided, the “Deliverables”).
3. c.Provide feedback via email for a period of six (6) months following the initial consultation regarding matters discussed during the initial consultation.
4. d.Provide referrals, as appropriate, to vetted student loan refinancing companies (the “Preferred Providers”).

2) Payment Terms.

1. a.Client agrees to pay a non-refundable deposit of $50.00 at the time of booking. The deposit shall be applied toward the total consultation fee (the “Fee”).

2. b.The Fee shall be as follows:

   1. i.$599.00 for Clients who are not TPMG physicians on the partner or shareholder track.
   2. ii.$599.00 for Clients who are TPMG physicians.
   3. iii.$299.00 for TPMG physicians on the partner or shareholder track.
   4. •TPMG will pay the remaining portion of the total cost directly.
3. c.Client authorizes WCP to automatically charge the remaining balance of the Fee (Fee minus the $50 deposit) using the same payment method provided for the deposit. If the payment method is declined for any reason, Client agrees to promptly provide an alternative payment method.
4. d.If the Fee is not paid within thirty (30) days following the consultation, Client agrees to pay a late fee of $100.00 plus interest of 1.5% per month, to the extent permitted by law.
5. e.Client understands that failure to make payments in accordance with this Agreement constitutes a breach, and from the date of such breach, all Services and Deliverables shall be suspended until payment obligations are satisfied. No refunds shall be provided for Services performed or Deliverables provided.
6. f.For TPMG physicians on the partner or shareholder track – if Client submits a completed loan questionnaire and federal student loan profile (the “Submittal Documents”) at least seven (7) days prior to the scheduled consultation, and WCP determines that Client is not eligible for Public Service Loan Forgiveness (“PSLF”), then Client will not be charged the Fee (other than the non-refundable $50 deposit), and the consultation will be cancelled.

3) Term.

This Agreement shall automatically terminate upon completion of the Services and receipt by WCP of all amounts due under Section 2.

4) Disclaimers.

1. a.WCP agrees only to perform the Services expressly described in Section 1. Any results described in testimonials or reviews are not necessarily indicative of typical results. Client acknowledges that individual circumstances vary and that WCP does not guarantee any specific outcome.
2. b.Client acknowledges that while WCP and its employees, contractors, officers, agents, or affiliates (collectively, the “WCP Parties”) are licensed financial advisors, the WCP Parties do not provide investment advice or advice regarding specific investment vehicles. Services are limited to general guidance regarding cash flow, spending, debt management, and financial behavior, and any discussion of investments shall not be construed as investment advice.

5) Acknowledgements.

1. a.Client acknowledges that WCP may advise or consult with other clients, including competitors of Client.
2. b.Client grants WCP the unrestricted right to republish or use any comments, testimonials, or statements submitted by Client regarding the WCP experience or website and waives any intellectual property or moral rights therein.
3. c.Client acknowledges that laws, regulations, federal student loan programs, and interest rates are subject to change. WCP is not responsible for changes in law or resulting uncertainty.
4. d.Client acknowledges that while WCP does not receive referral compensation, certain affiliates of WCP may receive referral compensation from some Preferred Providers. Client is not required to use any Preferred Provider.
5. e.Client acknowledges that private refinancing may involve variable interest rates and may eliminate eligibility for PSLF, forbearance, deferment, or income-driven repayment plans.

6) Relationship of Parties.

The parties agree that this Agreement creates an advisory relationship only and does not establish a partnership, agency, fiduciary, or joint venture relationship.

7) Indemnification.

Client agrees to indemnify and hold harmless WCP and its affiliates, officers, directors, employees, and agents (each an “Indemnified Party”) from any losses, claims, damages, liabilities, or expenses arising from this engagement, except to the extent caused by WCP’s gross negligence or willful misconduct.

8) Dispute Resolution.

In the event that any claim, dispute or controversy arising out of or relating to the interpretation, performance and/or breach of this Agreement (except for claims for injunctive relief), the parties agree that any claim, dispute and/or controversy which would otherwise require or allow resort to any court or other governmental dispute resolution forum between Client and WCP whether based on tort, contract, statutory or equitable law, or otherwise, shall be submitted to and determined exclusively by binding arbitration in accordance with, and subject to, the Federal Arbitration Act (“FAA”), 9 U.S.C. § 1, et seq., in conformity with the procedures of the Florida Arbitration Act (“FAA”). Client and WCP understand and agree to this arbitration provision, and both WCP and Client give up their right to trial by jury of any claim they may have against each other. Included within the scope of this Agreement are all disputes, whether based on tort, contract, statute, equitable law, or otherwise.

All claims brought under this Agreement shall be brought in the individual capacity of WCP or the Client. This Agreement shall not be construed to allow or permit the consolidation or joinder of other claims or controversies involving any other parties or permit such claims or controversies to proceed as a class action, collective action or any similar representative action.

In addition to any other requirements imposed by law, the arbitrator mutually selected by the parties hereunder to hear claims under this Agreement shall (i) have at least 15 years of active practice in employment law in St. Johns County, Florida, and (ii) be a retired Florida judge or an attorney licensed to practice law in the state of Florida, and shall be subject to disqualification on the same grounds as would apply to a judge of such court. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of St. Johns County, Florida, or federal law, or both, as applicable to the claim(s) asserted. The arbitrator shall have the immunity of a judicial officer from civil liability when acting in the capacity of an arbitrator, which immunity supplements any other existing immunity. Likewise, all communications during or in connection with the arbitration proceedings shall be considered privileged. As reasonably required to allow full use and benefit of this Agreement, the arbitrator shall extend the times set for the giving of notices and setting of hearings. Awards shall include the arbitrator’s written reasoned opinion. Resolution of all disputes shall be based solely upon the law governing the claims and defenses pleaded, and the arbitrator may not invoke any basis (including but not limited to, notions of “just cause”) other than such controlling law.

Arbitration Rules.

Each party shall bear its own costs of arbitration, including attorney fees, unless the arbitrator determines otherwise based on the merits of the dispute.

Exceptions to Arbitration.

Either party may seek injunctive or equitable relief in a court of competent jurisdiction located in St. John’s County, Florida to protect confidential information or intellectual property rights without first resorting to arbitration.

Waiver of Class Actions.

THE PARTIES AGREE THAT ANY ARBITRATION OR COURT PROCEEDING SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO PURSUE CLAIMS ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY.

Attorneys Fees.

In any arbitration or proceeding arising from this Agreement, the prevailing party shall be entitled to recover its reasonable attorney fees and costs from the non-prevailing party.

9) Limitation of Liability.

In no event shall WCP be liable for any indirect, consequential, exemplary, punitive, or lost profit damages. WCP’s maximum aggregate liability under this Agreement shall not exceed the Fees actually paid by Client.

10) Non-Disparagement.

Client agrees, during the term of this Agreement and following the date of termination, not to make, or cause to be made, any written or oral statements about WCP, Extraordinary Trust LLC, or its affiliates (including its services, technologies, business practices, or any of its directors, officers, leadership, managers, employees, members, agents, representatives, or shareholders) or to engage in any conduct, that may disparage, criticize, or in any way injure the WCP, Extraordinary Trust LLC, or its affiliates.

11) Successors and Assigns.

This Agreement shall bind and inure to the benefit of the parties and their respective successors and assigns.

12) Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of South Dakota, without regard to conflict-of-law principles.

13) Entire Agreement.

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings relating to its subject matter. Any amendment must be in writing and signed by both parties.

14) Electronic Agreement.

Client’s click-through acceptance and deposit payment constitute Client’s electronic signature and agreement to these Terms. No handwritten signature is required.