Terms of Service & Membership Agreement

Last updated: January 19, 2026

This Terms of Service & Membership Agreement (“Agreement”) is entered into by and between McCullough Holdings, Inc. (the “Company”), doing business as Pawn Gorillas (“Pawn Gorillas,” “we,” “us,” “our”), and the purchaser/member (“Member,” “you,” “your”). This Agreement governs your access to and participation in the Pawn Gorillas Mastermind program (“Program”).

By enrolling, paying, accessing materials, attending sessions, or otherwise participating in the Program, you agree to be bound by this Agreement.

1. Program Description

The Program is a membership-based mastermind group that may include group calls, meetings, trainings, templates, discussion forums, resources, and peer collaboration. The Program is educational and informational in nature.

2. Eligibility

You represent that you are at least 18 years old and have the legal authority to enter into this Agreement.

3. Fees, Recurring Billing, and Stripe Authorization

3.1 Monthly Membership Fee.
You agree to pay a base membership fee of $500 per month per business entity enrolled in the Pawn Gorillas Mastermind (“Fee”).

If the enrolled business operates multiple store locations, an additional fee of $200 per month per additional location will apply. This additional fee is charged for the purpose of increased data review, KPI reporting, analysis, and participation requirements associated with each additional location.

3.2 Recurring Charges Authorization. By enrolling, you authorize Pawn Gorillas to charge your payment method on a recurring basis through Stripe (or another payment processor we may use) for the Fee at the interval disclosed during checkout (monthly), until you cancel in accordance with Section 6.

3.3 Payment Method Updates. You agree to maintain a valid payment method. If your payment method fails, Pawn Gorillas may suspend access until payment is received.

3.4 Failed Payments / Collections. If a charge is declined, Pawn Gorillas may retry charges and/or suspend or terminate your membership and access until payment is received.

3.5 Chargebacks. Initiating a chargeback, payment dispute, or reversal without first contacting Pawn Gorillas in good faith to resolve the matter may result in immediate suspension or termination of access. You remain responsible for amounts owed.

4. No Professional Advice; No Guaranteed Results

The Program does not provide legal, tax, accounting, investment, medical, or other professional advice. You are responsible for your own decisions, actions, results, and compliance with laws and regulations.

Pawn Gorillas makes no guarantee of outcomes, business growth, revenue, profit, or any particular result.

5. Confidentiality & Non-Disclosure (Including KPIs and Numbers)

5.1 Confidential Information. “Confidential Information” includes any non-public information shared in the Program by Pawn Gorillas or any participant, including but not limited to: KPIs, financial numbers, revenue, profit, margin, operational metrics, customer data, vendor terms, pricing, processes, strategies, scripts, recordings, templates, and business practices.

5.2 Member Obligations. You agree:

• Not to disclose, publish, screenshot, share, sell, distribute, or transmit Confidential Information to any third party.

• To use Confidential Information solely for your participation in the Program.

• To take reasonable steps to protect the confidentiality of Program content and other participants’ information.

5.3 KPI Confidentiality Specifically. Member acknowledges that KPI submissions and the KPIs/numbers discussed are strictly confidential and may not be shared in any form, including verbally, digitally, in writing, screenshots, recordings, social media, or with other groups/competitors.

5.4 Injunctive Relief. You agree that a breach of this Section may cause irreparable harm. Pawn Gorillas may seek injunctive relief in addition to any other remedies.

6. Cancellation, Term, and 30-Day Notice

6.1 Term. This Agreement begins when you enroll and continues month-to-month until canceled.

6.2 Member Cancellation (30-Day Notice). You may cancel by providing written notice at least 30 days before your next billing date. Cancellation requests must be sent to: [email protected]. Cancellation is effective prospectively only. Your access continues through the end of your paid period following the notice window.

6.3 Company Cancellation (30-Day Notice). Pawn Gorillas may cancel your membership for convenience with 30 days written notice, in which case you will not be charged for periods after your cancellation effective date.

6.4 No Retroactive Cancellation. Cancellation does not apply retroactively.

7. Mandatory Participation; KPI Submission Requirement; Missed KPI Policy; Removal

Participation is mandatory. The Program depends on active engagement and timely KPI reporting.

7.1 KPI Submission Requirement (Monthly Deadline). You agree to submit your KPIs in the format requested by Pawn Gorillas no later than the end of the first week of each month (i.e., by the end of day on the 7th calendar day of each month), unless Pawn Gorillas states a different due date in writing.

7.2 Minimum Participation Standard. You agree to reasonably participate in Program activities, which may include attending calls (live or via replays, if offered), responding to prompts, and completing required submissions.

7.3 Missed KPI Policy.

• First Missed Month: Pawn Gorillas may issue a reminder and/or warning.

• Second Missed Month (within any rolling 90-day period): Pawn Gorillas may remove you from the Program and terminate access.

• No Waiver / Discretion: Pawn Gorillas may enforce this policy strictly or may choose, at its sole discretion, to provide a brief cure period. Nothing in this policy limits Pawn Gorillas’ right to remove a Member for repeated non-participation, failure to submit KPIs, or any other material breach of this Agreement.

7.4 Removal for Non-Participation / KPI Non-Submission. If you fail to participate and/or fail to submit KPIs as required, Pawn Gorillas may, at its sole discretion:

• Issue a warning and/or a cure period (not required); and/or

• Remove you from the Program and terminate access.

7.5 Effect of Removal. Removal for non-participation or breach is not a waiver of amounts owed. Unless required by law, removal does not obligate Pawn Gorillas to provide a refund.

8. Community Rules and Conduct

You agree to behave respectfully and professionally. You may not:

• Harass, threaten, defame, or discriminate against any participant

• Share illegal content or solicit illegal activity

• Disrupt sessions or communities

• Collect other members’ information for marketing without consent

Violation may result in immediate removal.

9. Intellectual Property; Use of Materials; No Recording

9.1 Company Materials. All Program content, materials, recordings, templates, and branding are owned by Pawn Gorillas and/or McCullough Holdings, Inc. and protected by law.

9.2 Limited License. You are granted a limited, non-transferable, revocable license to use Program materials for your internal business purposes only.

9.3 No Sharing/Recording. You may not copy, reproduce, distribute, publicly display, record, or create derivative works from Program content without written permission. You may not record calls or meetings unless expressly authorized in writing.

10. Refund Policy; No Proration; Chargeback & Dispute Process

10.1 No Refunds / No Proration. All payments are non-refundable to the fullest extent permitted by law. No prorated refunds or credits will be provided for partial months, unused time, missed calls, scheduling conflicts, removal for cause, or failure to participate.

10.2 Cancellation Timing. Because billing is recurring, you remain responsible for charges that occur prior to the effective cancellation date based on the 30-day notice requirement in Section 6.

10.3 Dispute Resolution Before Chargeback. You agree to contact Pawn Gorillas at [email protected] and provide at least 10 business days to attempt resolution of any billing dispute before initiating a chargeback or payment dispute with your bank or card issuer.

10.4 Evidence of Access/Delivery. You acknowledge that delivery is satisfied when Program access is provided (including access to calls, community, or materials), regardless of whether you choose to use or attend.

11. Testimonials; Marketing Permission; Anonymized KPIs

11.1 Testimonials. You grant Pawn Gorillas permission to use your written or verbal feedback, comments, and testimonials about the Program for marketing and promotional purposes.

11.2 Anonymized KPI/Results Use. You grant Pawn Gorillas permission to use and reference anonymized or aggregated results, KPIs, and outcomes shared in the Program (for example: “Member increased conversions by 18%” or “a group member grew monthly revenue by $X”), provided Pawn Gorillas does not disclose your personal identity or business name without your separate written permission.

11.3 Opt-Out of Name/Brand Use. Pawn Gorillas will not use your name, likeness, company name, or logo in marketing materials without your express permission.

12. Non-Solicitation of Members

To protect the community, you agree that during your membership and for twelve (12) months after it ends, you will not, without prior written consent from Pawn Gorillas:

• solicit or attempt to solicit any member of the Program for employment;

• recruit or entice any member to leave their employment or contractual relationships;

• market competing mastermind/coaching services directly to members (including via DMs, email, SMS, or off-platform contact information obtained through the Program).

Exceptions: General advertising not targeted at Program members and relationships that existed prior to the Program are not violations.

13. Assumption of Risk; Release of Liability

You understand participation involves business decision-making and risks, including financial loss. You assume all risks related to your participation.

To the fullest extent permitted by law, you release Pawn Gorillas and McCullough Holdings, Inc., including their owners, officers, directors, employees, contractors, and agents, from any claims arising from or related to your participation, including decisions you make based on Program information.

14. Disclaimer of Warranties

The Program is provided “AS IS” and “AS AVAILABLE.” Pawn Gorillas disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

15. Limitation of Liability

To the fullest extent permitted by law, Pawn Gorillas’ total liability for any claim arising out of or relating to the Program shall not exceed the total fees you paid to Pawn Gorillas in the three (3) months preceding the event giving rise to the claim.

In no event shall Pawn Gorillas be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits or revenue.

16. Indemnification

You agree to indemnify and hold harmless Pawn Gorillas and McCullough Holdings, Inc. from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from:

• Your breach of this Agreement

• Your misuse of the Program

• Your violation of law

• Your violation of any third-party rights

17. Dispute Resolution; Governing Law; Venue (Illinois)

17.1 Governing Law. This Agreement is governed by the laws of the State of Illinois, without regard to conflict of laws rules.

17.2 Venue. Any dispute shall be brought exclusively in the state or federal courts located in McDonough County, Illinois, and the parties consent to personal jurisdiction there.

18. Changes to Agreement

Pawn Gorillas may update these terms from time to time. Updated terms will be posted with a revised “Last Updated” date. Continued participation after changes constitutes acceptance.

19. Entire Agreement; Severability; Assignment

This Agreement is the entire agreement between the parties regarding the Program. If any provision is held invalid, the remainder remains in effect. You may not assign this Agreement without Pawn Gorillas’ written consent; Pawn Gorillas may assign it in connection with a merger, acquisition, or sale of assets.