COACH WITH CLARITY POWERFUL COACHING SESSION GUIDE
PURPOSE OF THE AGREEMENT
Client wishes to purchase Company's Powerful Session Coaching Guide (henceforth referred to as “Guide”), as detailed in this Agreement. Company has agreed to provide such product according to the terms of this Agreement.
Description of Services. Client is purchasing a PDF guide for single use.
Company may include additional resources, including but not limited to video walk-through of the Guide. These may be provided at the sole discretion of the Company.
Cost of the Services: The total cost of the Guide is $47 USD, subject to change. Payment will be made in full at the time of purchase.
Collections: If payment is not received by 60 days after the due date, and the Card on File is not able to be charged, Company reserves the right to seek payment through collections or any other legal means. Client shall be responsible for any outstanding balance in full, as well as any collection and/or attorney's fees incurred as a result of Company’s good faith efforts to collect any monies owed.
Transfers/Refunds: Given the nature of downloadable products the Total Cost is non-refundable. The product or credit for fees paid may not be transferred to another Client.
Expenses: Company will use reasonable efforts to inform Client of any additional expenses not included in this Agreement. For example, any additional activities, outings, dining experiences or any expenses incurred by Company while providing Client with Services will be invoiced to Client in a timely manner.
PROTECTIONS & RELATIONSHIP
Bad Faith Competition: Client agrees not to offer any similarly marketed or positioned offering as this Guide. A similarly marketed or positioned offering is one that:
- Is likely to or can be proven to cannibalize sales from this Guide; or
- Is deemed to be in bad taste, or created in bad faith, at the discretion of the Company.
- For example, if Client purchases this Guide for the sole purpose of stealing this Guide's format, clients or materials, this is considered bad faith.
Copyright Ownership: In the event that any copyrighted work(s) are created or shared as a result of the Services provided by Parties in accordance with this Agreement, the contributing Party owns all copyrights in any and all work(s) it creates or produces pursuant to federal copyright law (Title 17, Chapter 2, Section 201-02 of the United States Code), whether registered or unregistered. Any and all products, whether tangible or intangible, produced or created in connection with, or in the process of fulfilling this Agreement, are expressly and solely owned by the Party who creates the materials and may be used in the reasonable course of each Party's business going forward. For example, if Company shares a spreadsheet that Client utilizes, Client may not share, distribute, sell or otherwise transfer the privileges of said spreadsheet and copyrighted material contained within the spreadsheet.
Trademark Ownership: Any and all trademarks, whether registered or unregistered, remain the property of the contributing Party.
Permitted Uses of Material(s): Company grants to Client a non-exclusive license of product(s) produced with and for Client for personal use. In no event is Client allowed to share Company's materials, written or unwritten, with any third party without Company's express prior written permission.
Confidentiality: Parties will treat and hold all information of or relating to this Agreement, the Services provided, and the Parties’ businesses in strict confidence and will not use any of this information except in connection with fulfilling the terms of this Agreement, and, if this Agreement is terminated for whatever reason, Parties will return all such information, including account access information, and any and all copies to the original Party and will remain bound to the Confidentiality provision of this Agreement. Confidential information (known as “Confidential Information” in this Agreement) means information that is of value to its owner and is treated as proprietary or confidential including, but not limited to, intellectual property, inventions, trade secrets or information, financial data or information, speculation, knowledge, general Company data or reports, future business plans, strategies, customer lists and information, client acquisition strategies, advertising campaigns, information regarding executives and employees, emotional or personal information shared during the Services, or the terms and provisions of this Agreement.
Further, at all times neither Party shall use or disclose any Confidential Information relating in any way to the past, present, or future business affairs, conditions, clients, customers, efforts, employees, financial data, operations, practices, products, processes, properties, sales, emotional or personal information, or services of or relating in any way to the Parties in whatever form to any parties outside of this Agreement.
Any accidental breaches of this Confidentiality Agreement, whether direct or indirect, shall be communicated with all practical speed to the other Party, according to the Notice provisions outlined in the Agreement, and appropriate and relevant corrective action taken at the responsible Party’s expense.
This Agreement imposes no obligation upon the Parties with respect to any Confidential Information that was possessed before initial business interactions commenced between the Parties; is or becomes a matter of public knowledge through no fault of the receiving Party; is rightfully received from a third party not owing a duty of confidentiality; is disclosed without a duty of confidentiality to a third party by, or with the authorization of, the disclosing Party; or is independently developed by either Party without prior knowledge of privileged or confidential information.
Relationship of the Parties: Client and any related subcontractors are not employees, partners or members of Company’s company or organization. Company has the sole right to control and direct the means, manner and method by which the services in this Agreement are performed. Company has the right to hire assistants, subcontractors or employees to provide Client with its Services. Parties are individually and separately responsible for their own business operations and expenses, including securing or paying any licensing fees, taxes (including FICA), registrations or permits. Client is not responsible for paying for any benefits, Workers Compensation, insurance or unemployment fees to Company.
Non-Exclusivity: The Parties expressly acknowledge that this Agreement does not create an exclusive relationship between the Parties. Client is free to engage others to perform services of the same or similar nature to those provided by the Company, and the Company shall be entitled to offer and provide services to other clients, and otherwise advertise the services offered by the Company. However, nothing in this paragraph should be construed to release Client from its payment obligations to the Company.
LIMIT OF LIABILITY
Waiver of Liability: Client voluntarily consents to this waiver in favor of Company in consideration for the Guide. Having read and signed this waiver, Client acknowledges that for herself/himself, Client’s heirs, executors, administrators, representatives, or anyone else who might claim on Client’s behalf, hereby waives, releases and discharges Company and its officers and directors, staff, employees, agents and volunteers from and against any blame and liability for any injury, harm, loss, inconvenience, or any other damage of any kind whatsoever, which may result from or be connected in any way to Client’s participating in the Mastermind, and Client agrees to hold them harmless from any such claim(s). In addition to the absolute and unqualified release from all liability, Client hereby represents that Client will conduct herself/himself in a safe and prudent manner while participating in the Mastermind. Company reserves the right to cancel an activity or release a participant if it feels the participant’s conduct is inappropriate or disruptive. Client is aware that by signing this, Client is waiving certain legal rights, including the right to sue Company or its officers and directors, staff, employees, agents and volunteers.
Maximum Damages: Client agrees that the maximum amount of damages he or she is entitled to in any claim relating to this Agreement or Services provided in this Agreement are not to exceed the Total Cost of Services provided by Company.
Indemnification: Client agrees to indemnify and hold harmless Company, its related companies, parties, affiliates, agents, independent contractors, assigns, directors, employees and officers from any and all claims, causes of action, damages or other losses arising out of, or related to, the Services provided in this Agreement, including all actions, causes of action, injuries, claims, negligence, costs or expenses, arising out of or related to Client’s participation in Services and any related activities. In the case of in-person meetings or consulting, including the Live Workshops, Client agrees to either secure a reasonable amount of insurance coverage to pay for any claims, causes of action, damage, attorney fees or other losses as a result of accident or negligence on behalf of the Parties to this Agreement, or if no insurance is secured, Client waives its right to directly or indirectly ask or force Company to pay for any such damages.
Disclaimer: Client agrees and understands Company is not providing the professional services of an attorney, accountant, nutritionist, financial planner, therapist or any other kind of licensed or certified professional. Should Client desire professional services that exceed the scope of this Agreement, Client must sign a letter of engagement of said professional services with the appropriate service provider. No legal, financial, accounting, nutritional or other kind of professional advice will be given without entering into such a relationship via the letter of engagement referenced immediately above.
Guarantees: Company does not make any guarantees as to the results, including financial or other gains, of any Services provided. Company agrees to provide the Services listed in this Agreement in a reasonable and timely manner. Client agrees to take responsibility for Client’s own results.
Release: Client has spent a satisfactory amount of time reviewing Company's work or past client reviews and has a reasonable expectation that Company's Services will produce a reasonably similar outcome and result for Client. Client understands and agrees that:
- Every client and final results are different; and
- Business coaching and/or consulting is a subjective service and Company is a provider with a unique vision, with an ever-evolving style and technique; and
- Company will use its personal judgment to create favorable experiences for Client, which may not include strict adherence to Client’s suggestions or expectations; and
- Dissatisfaction with Company's independent judgment or individual coaching style are not valid reasons for termination of this Agreement or request of any monies returned.
Media Release: Any media, including photographs, audio or video footage taken by Company or its officers and directors, employees, agents, subcontractors or volunteers, or any media shared by Client on one of Company’s platforms such as on a Slack, email or Facebook group channel, is or becomes the property of Company. Client grants permission for any media containing Client’s likeness and image to be used for publication in any reasonable medium, including but not limited to advertising, third-party websites, online media, industry publications, or for any other lawful and positive use as may be determined by Company. Client further waives any and all rights to review or approve any uses of the media, any written copy related to the media or finished products containing the media.
Assumption of Risk: Any activity can involve an element of risk or injury. Client assumes the risk of any activity, and the risk of using any reasonable means of transportation to and from such activities, whether provided by Company or a third party. Company will make a reasonable attempt to accommodate any specific housing, dietary or other health requests, or let the Client know if such a request is not possible. If Company cannot provide for a specific request, or Client does not wish to assume any such risks, Client may take responsibility for providing his or her own food, accommodations, transportation or anything else that the Client needs or wants to participate in any Membership-related activities.
Insurance: Client is advised to purchase an adequate amount of liability insurance that insures the Client against incidental or direct damages resulting from Client’s participation in the Membership. In any event, the Client HEREBY RELEASES AND HOLDS HARMLESS WITH RESPECT TO ANY AND ALL INJURY, DISABILITY, DEATH, or loss or damage to person or property, WHETHER CAUSED BY NEGLIGENCE OR OTHERWISE, the following releases: the Company’s officers, directors, employees, representatives, agents, and volunteers, and vessels from liability and responsibility whatsoever and for any claims or causes of action that the Client, the Client’s estate, heirs, survivors, executors, or assigns may have for personal injury, property damage, or wrongful death arising from the above activities whether caused by active or passive negligence of the releasees or otherwise. By consenting to these terms, the Client agree to hold the releases harmless and indemnify them in conjunction with any injury, disability, death, or loss or damage to person or property that may occur as a result of engaging in the Live Workshops.
Force Majeure: Regardless of the above, either party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either party that materially affects the Services provided in this Agreement, including: a natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms or infestation); or war, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not); or any hazardous situation created outside the control of either party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.
Governing Law: The laws of North Carolina govern all matters arising under or relating to this Agreement, including torts.
Severability: If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential provisions of this Agreement for each Party remain legal and enforceable.
Notice: Parties shall provide effective notice (“Notice”) to each other, including any payments or invoices, via either of the following methods of delivery at the date and time which the Notice is marked as sent in the inbox or on the payment receipt for postage:
- Coach’s Email: email@example.com
- Client’s Address: included in purchase document
- Coach’s Address: 325A Middle Street, Suite 2, New Bern, NC 28560
- Client’s Address(es): included in purchase document
Capacity: All Parties agree they are of legal age of consent and in sound mental capacity to enter into this Agreement.
Merger: This Agreement constitutes the final, exclusive agreement between the Parties relating to the Services contained in this Agreement. All earlier or other negotiations and agreements between the Parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.
Amendments: The parties may amend this Agreement only by the Parties’ written consent via proper Notice via email or mail, with acknowledgement and acceptance by the receiving Party.
Titles: The titles and section headers in this Agreement are provided for convenience only and should not be construed as part of this Agreement.
Dispute Resolution: Any controversy or claim arising out of or relating to this contract, or the breach of this Agreement, will be settled by alternative dispute resolution (ADR) prior to a formal complaint. ADR includes arbitration or mediation administered by an authorized entity, such as the American Arbitration Association, in accordance with its Commercial [or other] Arbitration Rules. Any judgment on the award rendered by the arbitrator(s) or mediator(s) may be entered in any court having jurisdiction over this Agreement and related dispute resolution proceedings.