SellMCM LLC Certification Program Agreement

Last Updated: October 2025

1. Acceptance of Terms and Digital Agreement

This Certification Program Agreement (“Agreement”) is entered into by and between SellMCM LLC, a Wyoming limited liability company (“Company,” “SellMCM,” “we,” or “us”), and the individual or entity (“Participant,” “you,” or “your”) who enrolls in the Sell MCM Certification Program (“Program”).

By clicking “I Agree,” “Accept,” “Enroll Now,” or a similar button, or by otherwise accessing or participating in the Program, you acknowledge that you have read, understood, and agree to be bound by this Agreement and all policies incorporated by reference.

Your digital acceptance constitutes your electronic signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Wyoming Uniform Electronic Transactions Act, and has the same legal effect as a handwritten signature.

2. Program Description and Participant Benefits

The Sell MCM Certification Program (“Program”) provides educational training, mentorship, and professional resources designed to help participants identify, source, and sell Mid-Century Modern (“MCM”) items for profit.

SellMCM LLC reserves the right to decline to purchase any item for any reason, including (without limitation) inventory duplication, quality concerns, authenticity issues, or market saturation.

Participants may not share, copy, reproduce, sell, distribute, or otherwise disclose the training modules, or any proprietary Program materials except with a single registered partner officially listed for the live training event.

Participation in the Program does not create any employment, franchise, partnership, or agency relationship between the Participant and SellMCM LLC.

3. Payment Terms and Refund Policy

3.1 Payment Method

Payment may be made by credit card, debit card, ACH transfer, or any other method authorized by SellMCM LLC. The Participant authorizes the Company to process the payment using the information provided during registration.

3.2 Refund Policy

All Program fees are non-refundable, except where otherwise required by applicable law.

Upon enrollment and payment, Participants receive immediate access to proprietary materials, which cannot be returned. Therefore, no refunds, chargebacks, or cancellations will be permitted once access is granted.

If a Participant experiences issues accessing materials or events due to technical or scheduling problems, SellMCM LLC will make reasonable efforts to provide equivalent access or rescheduling opportunities but shall not be obligated to issue monetary refunds.

3.3 Default and Termination

SellMCM LLC reserves the right to suspend or terminate access to the Program, community, or associated services without refund if any payment is reversed, disputed, or deemed fraudulent, or if the Participant breaches any provision of this Agreement.

4. Website Access and Subscription Fees

4.1 Website Access

As part of the Program, each Participant receives access to a personalized e-commerce website and back-office system (“Website”), hosted and maintained by SellMCM LLC or its designated service providers.

4.2 Complimentary Access Period

The Website and associated back-office tools are provided free of charge for the first twelve (12) months following the Participant’s registration date. During this complimentary period, the Participant may use the Website solely for Program-related purposes in compliance with this Agreement.

4.3 Renewal and Subscription

After the initial twelve-month period, Website and back-office access will automatically renew on a month-to-month basis, unless the Participant cancels in writing at least seven (7) days before the next billing date.

The renewal payment authorizes SellMCM LLC to automatically charge the same payment method provided at enrollment, unless updated by the Participant in advance.

4.4 Suspension for Non-Payment

Failure to maintain current payment information or timely payment of renewal fees will result in suspension or termination of access to the Website and back-office system without notice.

No prorated or partial refunds will be issued for any month in which access is terminated.

4.5 Permitted Use

The Participant shall not sublicense, rent, lease, or otherwise transfer access to the Website. Use of the Website is personal to the Participant and may only be shared with the partner registered for the live training.

5. Ownership of Website Content, Listings, and Data

5.1 Intellectual Property and Platform Ownership

All software, systems, data structures, user interfaces, and related components of the SellMCM Website and back-office system are and shall remain the exclusive property of SellMCM LLC.

The Participant acknowledges that SellMCM LLC retains all right, title, and interest in and to the Website and its underlying technologies.

5.2 Participant Data and Confidential Information

Participants retain ownership of their individual client data (including customer names, contact details, and payment information). Such client data shall remain confidential and shall not be shared by SellMCM LLC with other participants or third parties, except as required by law or as necessary to maintain or operate the Website.

5.3 Listing Data and Aggregated Metrics

All product listings, images, descriptions, pricing, performance statistics, and other data uploaded or generated through the Website or back-office system (collectively, “Listing Data”) shall be jointly usable by SellMCM LLC and the Participant.

Upon creation, the Participant grants SellMCM LLC a perpetual, worldwide, royalty-free license to collect, store, analyze, reproduce, and distribute such Listing Data.

5.4 KPI Analytics and Data Usage Rights

SellMCM LLC retains the right to aggregate and analyze Listing Data across all Program participants for the purpose of identifying trends, key performance indicators (“KPIs”), and high-performing products.

SellMCM LLC may share aggregated and anonymized insights, product performance summaries, and trend analyses with internal teams, upper-level programs, or affiliates for research, training, and marketing purposes.

Under no circumstances will SellMCM LLC disclose personally identifiable client information or proprietary customer lists.

5.5 Retention of Data

SellMCM LLC may retain and use all Listing Data, analytics, and aggregated results indefinitely, even after the Participant’s membership, Website subscription, or Program access ends.

6. Community Participation and Conduct

6.1 Community Access

Participants in the Program receive access to the SellMCM Community, which includes online forums, group discussions, mentorship calls, and related collaborative environments designed to foster learning and professional development.

6.2 Standards of Conduct

Participants agree to maintain professionalism and courtesy at all times when engaging with other members, mentors, and SellMCM staff. The following conduct is strictly prohibited:

Harassment, bullying, discrimination, intimidation, or use of threatening or profane language;

Persistent negativity, verbal abuse, or behavior that disrupts or undermines the community experience;

Sharing confidential information, proprietary materials, or other participants’ data without authorization;

Making disparaging statements about SellMCM LLC, its staff, or other members in public or community channels.

6.3 Enforcement and Termination of Access

SellMCM LLC reserves the right, in its sole discretion and without prior notice, to remove, suspend, or permanently terminate a Participant’s access to any of the following:

The SellMCM Community;

Online training modules or course materials;

Weekly live mentorship calls; and/or

Any buy-back guarantees or Program benefits,

if the Participant engages in any behavior deemed harmful, unethical, or disruptive to the community, the brand, or the educational environment.

6.4 No Refunds upon Termination

If a Participant is removed or terminated under this Section, they shall not be entitled to any refund, credit, or reinstatement of Program fees or benefits, regardless of remaining Program time.

7. Confidentiality and Non-Disclosure

7.1 Definition of Confidential Information

For purposes of this Agreement, “Confidential Information” includes all proprietary materials, trade secrets, business strategies, data, designs, pricing, software, processes, and any non-public information disclosed by SellMCM LLC to the Participant, whether orally, in writing, or through access to Program materials, online portals, or communications.

7.2 Participant Obligations

The Participant agrees to:

Maintain all Confidential Information in strict confidence;

Use such information solely for purposes of participating in the Program; and

Not disclose, reproduce, distribute, or otherwise share any Confidential Information with third parties without prior written consent from SellMCM LLC.

The Participant shall take reasonable measures to protect the secrecy of all Confidential Information and prevent unauthorized use or disclosure.

7.3 Exclusions

Confidential Information does not include information that:

(a) was publicly known or available prior to disclosure by SellMCM LLC;

(b) becomes publicly known through no fault of the Participant; or

(c) is lawfully obtained from a third party without breach of any obligation of confidentiality.

7.4 Remedies

The Participant acknowledges that any breach of this Section will cause immediate and irreparable harm to SellMCM LLC, for which monetary damages may be inadequate. Accordingly, SellMCM LLC shall be entitled to seek injunctive relief and other equitable remedies to enforce this Section, in addition to any other rights and remedies available at law or in equity.

7.5 Continuing Obligation

The Participant’s obligations of confidentiality shall survive the termination or expiration of this Agreement and remain in effect indefinitely.

8. Independent Contractor Relationship and Non-Solicitation

8.1 Independent Contractor Status

Participation in the Program does not create any employment, partnership, joint venture, franchise, or agency relationship between the Participant and SellMCM LLC.

The Participant acts solely as an independent businessperson and is responsible for their own taxes, licenses, and compliance with applicable laws. Nothing in this Agreement shall be construed to imply that the Participant is an employee or representative of SellMCM LLC.

8.2 No Authority to Bind

The Participant shall have no authority to bind SellMCM LLC or make representations on its behalf. All marketing, sales, and client interactions conducted by the Participant are done at their own risk and discretion.

8.3 Non-Solicitation

The Participant agrees that during their participation in the Program and for a period of twelve (12) months thereafter, they shall not directly or indirectly:

Solicit or attempt to solicit any employee, contractor, mentor, or consultant of SellMCM LLC for employment, partnership, or business opportunity;

Induce or attempt to induce any other Participant or client of SellMCM LLC to terminate, reduce, or alter their relationship with SellMCM LLC; or

Use SellMCM’s community platforms or training events to promote or sell competing products, services, or educational programs.

8.4 Enforcement and Remedies

The Participant acknowledges that violation of this Section will cause significant harm to SellMCM LLC’s business relationships. Accordingly, SellMCM LLC shall be entitled to injunctive relief, damages, and recovery of attorney’s fees and costs in enforcing this provision.

9. Intellectual Property Rights

9.1 Ownership of Materials

All content provided by SellMCM LLC through the Program—including but not limited to training videos, manuals, written guides, images, templates, scripts, tools, logos, trade names, trademarks, service marks, and any other instructional materials—are and shall remain the sole and exclusive property of SellMCM LLC.

9.2 Limited License

SellMCM LLC grants the Participant a non-exclusive, non-transferable, revocable license to access and use the Program materials solely for personal education and business development within the scope of the SellMCM Certification Program.

No other rights are granted, implied, or otherwise conveyed to the Participant.

9.3 Restrictions on Use

The Participant shall not:

Copy, reproduce, distribute, sell, or otherwise make available any Program materials to third parties without written authorization;

Reverse-engineer, modify, or create derivative works based on any SellMCM intellectual property; or

Use SellMCM trademarks or trade names in any manner likely to cause confusion or imply endorsement or partnership without prior written consent.

9.4 Return or Destruction of Materials

Upon termination of participation or upon SellMCM LLC’s written request, the Participant shall immediately return or permanently delete all copies of Program materials, whether physical or digital.

9.5 Intellectual Property Infringement

Any unauthorized use of SellMCM LLC’s intellectual property, training materials, or proprietary content constitutes a material breach of this Agreement and may subject the Participant to civil and criminal penalties under applicable intellectual property laws.

10. Warranties and Disclaimers

10.1 No Warranty or Guarantee of Results

The Program is provided for educational and informational purposes only.

SellMCM LLC makes no representations, warranties, or guarantees regarding the Participant’s future sales, profits, or business success as a result of completing the Program.

Any examples of earnings, performance, or success stories presented in the Program are for illustration only and do not constitute promises or typical results.

10.2 “As-Is” Provision

All Program materials, Website services, and related content are provided on an “as-is” and “as-available” basis without warranty of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title, or non-infringement.

10.3 Participant Responsibility

The Participant acknowledges and agrees that their use of the Program and reliance on any information provided therein is entirely at their own risk.

The Participant is solely responsible for verifying information, ensuring legal compliance in their jurisdiction, and making independent business decisions.

10.4 No Warranty of Availability

SellMCM LLC does not warrant that the Program materials, Website, or community platforms will be uninterrupted or error-free. Temporary interruptions for maintenance, updates, or technical issues may occur without notice.

10.5 Limitation of Liability for Third-Party Services

Where the Program includes access to or integration with third-party services, tools, or platforms, SellMCM LLC is not responsible for the actions, availability, or performance of such third-party services and disclaims all liability related thereto.

11. Limitation of Liability

11.1 Maximum Liability

To the fullest extent permitted by law, SellMCM LLC’s total liability to the Participant for any claim arising out of or relating to this Agreement, the Program, or any materials provided, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount paid by the Participant for participation in the Program.

11.2 Exclusion of Damages

In no event shall SellMCM LLC, its owners, officers, employees, contractors, or affiliates be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages of any kind, including but not limited to loss of profits, business interruption, loss of goodwill, data loss, or other intangible losses, even if advised of the possibility of such damages.

11.3 Allocation of Risk

The Participant acknowledges that the limitations and exclusions of liability set forth in this Section are an essential part of this Agreement and that SellMCM LLC would not enter into this Agreement without such limitations.

11.4 No Responsibility for Participant Actions

SellMCM LLC shall not be liable for any decisions, actions, purchases, or transactions made by the Participant as a result of the Program or related mentorship activities.

All buying, pricing, and reselling decisions are the Participant’s sole responsibility.

12. Indemnification

12.1 Participant Indemnity Obligation

The Participant agrees to indemnify, defend, and hold harmless SellMCM LLC, its owners, officers, employees, affiliates, contractors, successors, and assigns from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorney’s fees and court costs) arising out of or related to:

The Participant’s participation in the Program or use of Program materials;

Any business activities, sales, or transactions conducted by the Participant;

Violation of this Agreement or any applicable laws or regulations; or

Infringement or misappropriation of any intellectual property, privacy, or proprietary right of any third party.

12.2 Cooperation

SellMCM LLC reserves the right to assume the exclusive defense and control of any matter subject to indemnification under this Section. The Participant agrees to cooperate fully with SellMCM LLC’s defense of any such claim.

12.3 Survival

The indemnification obligations contained in this Section shall survive the termination or expiration of this Agreement.

13. Arbitration and Dispute Resolution

13.1 Agreement to Arbitrate

Any dispute, claim, or controversy arising out of or relating to this Agreement, the Program, or any related materials or services shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules.

13.2 Location and Venue

The arbitration shall take place in Chicago, Illinois, unless otherwise agreed in writing by the parties. Both parties consent to personal jurisdiction and venue in Chicago, Illinois for all arbitration proceedings and enforcement of any arbitral award.

13.3 Conduct of Arbitration

The arbitration shall be conducted by a single neutral arbitrator mutually agreed upon by the parties or appointed by the AAA. The arbitration will be limited solely to the dispute between the Participant and SellMCM LLC and shall not be consolidated with any other arbitration or proceeding involving any other person or entity.

13.4 Final and Binding Award

The decision of the arbitrator shall be final and binding on both parties and may be entered as a judgment in any court of competent jurisdiction.

13.5 Waiver of Jury Trial and Class Actions

The Participant expressly waives any right to a trial by jury or to participate in a class action, collective action, or representative proceeding against SellMCM LLC.

13.6 Equitable Relief

Notwithstanding the foregoing, SellMCM LLC retains the right to seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or other proprietary rights.

13.7 Costs and Fees

Each party shall bear its own costs and expenses in arbitration, except that the prevailing party shall be entitled to recover reasonable attorney’s fees and costs at the arbitrator’s discretion.

14. Governing Law and Attorney’s Fees

14.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law principles, except that the arbitration venue shall remain in Chicago, Illinois as provided in Section 13.

14.2 Jurisdiction for Enforcement

Any action to enforce an arbitration award or seek equitable relief may be brought exclusively in the state or federal courts located in Cook County, Illinois. Both parties consent to the personal jurisdiction of such courts for these limited purposes.

14.3 Attorney’s Fees

In any arbitration or legal action arising from this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees, expert witness fees, and other costs incurred in addition to any other relief granted.

14.4 Compliance with Laws

The Participant agrees to comply with all applicable local, state, and federal laws and regulations governing their participation in the Program, including any resale, tax, or e-commerce requirements.

15. Modifications, Severability, and Entire Agreement

15.1 Modifications

SellMCM LLC reserves the right to amend, modify, or update this Agreement and any related Program policies at any time.

Revisions will take effect upon posting to the SellMCM Website or Program portal. Continued participation in the Program following notice of any such modification constitutes the Participant’s acceptance of the revised terms.

15.2 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

15.3 No Waiver

The failure of SellMCM LLC to enforce any provision of this Agreement shall not be construed as a waiver of any rights or remedies available to it under law.

15.4 Entire Agreement

This Agreement, together with any Program materials, online terms, and incorporated policies, constitutes the entire understanding between the Participant and SellMCM LLC concerning the subject matter herein and supersedes all prior or contemporaneous agreements, representations, or communications, whether written or oral.

Would you like me to finish with Section 16 — Contact Information and Footer Labels next (the final section of your agreement)?

Excellent ✅ — here’s the final section (Section 16) of your SellMCM LLC Certification Program Agreement (v3.0 — October 2025).

You can paste this directly after Section 15 in your Word document.

16. Contact Information

For questions, notices, or communications regarding this Agreement, please contact:

SellMCM LLC

Email: [email protected]

Official communications shall be deemed received once transmitted electronically to the above email address.

© 2025 SellMCM LLC — Confidential and Proprietary

Version 3.0 — October 2025