BETWEEN:
coachUP startUP PROGRAM AGREEMENT
(1) JENNIFER PIERCE trading as “Jennifer Pierce” of 2505 E. Nikki Ct., Meridian, ID 83646 (“we or us”)
(2) Client (“you”)
Agreed terms
1. TERM OF ENGAGEMENT
These terms and conditions (“Terms”) apply to the coachUP startUP (“Program”)
operated by Jennifer Pierce. (“we” or “us”). By applying to be a member of our Program, you agree to the following Terms and that these prevail over any inconsistent terms or conditions contained, or referred to, elsewhere or as implied by law, trade custom, practIce or course of dealing. The agreement between us and you, the person or entity applying to be a member of our Program (“you”) and which is subject to these Terms (“Contract”), shall come into effect upon you applying to be a member of our Program and shall continue until terminated in accordance with these Terms.
2. Live Group SESSIONS AND CANCELLATION
2.1. We shall provide you with no less than the following: (a) 6 live group sessions & recordings and instant access to online business development trainings.
(b) Unlimited coaching support in Slack throughout the duration of the 3-month program
2.2. The Sessions will take place at the dates, times and venues as agreed between us and evidenced by our email communicatIons and on our member’s site although I reserve the right to change the date, time and venue for any reason including for circumstances that are outside of my control. I will where possible provide you with at least 48 hours noIce of any change to any date, time or venue.
2.3. If you are not able to attend a Session for any reason (including due to us changing the date, time or venue), you agree that you will not be entItled to any refund.
2.4. You agree to waive any cooling off period or any similar rights to cancellatIon you may have under any law.
3. MY DUTIES
3.1. We shall arrange, coordinate and facilitate the Sessions to the best of our ability.
3.2. If for any reason I am unable to provide the Services at the agreed time, for example due to ill health, we will provide you with as much notice as possible and we shall reschedule the Session for another time.
3.3. Other than as set out in clause 3.1 above, all warranties and representatIons are excluded to the fullest extent permitted by law. Due to the nature of coaching and mentoring, we do not guarantee any partIcular results.
4. FEES
4.1. In consideratIon of me providing the Services to you, you will pay us a total fee of $2,997.00 (“coachUP startUP Program Fee — Incentive Enrollment”) or 3 payments of $1,097 to be paid 30 days apart or 12 payments of $297 to be paid 30 days apart if on the payment plan. All payments made by you are non-refundable.
4.2. The coachUP startUP group is a 3-month commitment and if you decide not to continue with the group for any reason, the remaining installments will remain payable. By signing this agreement, you warrant that you have sufficient funds to pay each of the installments in full at the time requested.
4.3. You may pay the coachUP startUP Fee in monthly installments as laid out on the shopping cart and each such installment will be automatically charged to the payment source provided, every 30 days until paid in full.
4.4. Without prejudice to any other right or remedy that we may have, if you fail to pay us on the due date, we may:
(a) charge interest on such sum from the due date for payment at the annual rate of 4% above the base rate from time to time of our company bank accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and you shall pay the interest immediately on demand; and
(b) refuse you entry to any further Sessions unIl payment has been made in full.
4.5. All sums payable under this agreement shall become due immediately on terminatIon or expiry of this agreement, despite any other provision.
5. CONFIDENTIAL INFORMATION
5.1. You must keep all informatIon discussed in the Sessions strictly confidentIal at all times, including after the termination of this agreement.
5.2. You must not use any of the matters discussed or corresponded about by other participants in the group within the Sessions to further your own purposes to the possible detriment of any member of the group.
5.3. We acknowledge that in the course of providing the Services we will have access to Confidential InformatIon relating to you and your affairs and we agree not to (except in the proper course of my duties) use or disclose to any third party any Confidential InformatIon.
This restriction does not apply to:
(a) any use or disclosure authorized by you or required by law;
(b) any use or disclosure which we in our absolute discretion consider necessary or advisable in order to prevent illegal acts or harm to you or to others; or
(c) any informatIon which is already in, or comes into, the public domain otherwise than through my unauthorized disclosure.
6. DATA PROTECTION AND INTELLECTUAL PROPERTY
6.1. You acknowledge and agree that your personal data will be processed by and on behalf of me as part of me providing you with the Sessions and that we may transfer your data outside of the United States. You agree that we may also share your personal details with other partIcipants in the Sessions (including such details as your email address).
6.2. We are the owner and or the licensee of all Intellectual Property Rights and all other rights in the materials and content that we share within the Sessions. Nothing in this agreement or otherwise shall transfer the ownership of the Intellectual Property Rights in such material or content to you or to any other person.
6.3. You may not at any time copy, reproduce, publish in any form, share, sell, dispose of or otherwise make available to a third party in any way any of the content or materials that we use in the Sessions.
6.4. We grant to you a limited, non-exclusive, non-transferable, non-sub licensable, revocable license to use all or any of the content or material used in the Sessions for the purposes for which the Sessions were provided only.
6.5. You may not without my prior written consent make any audio or visual recordings or take photographs of all or any part of our Sessions. However, you agree that we may take and use photographs or film the Sessions for any purpose, including promotional purposes.
7. TERMINATION
7.1. Either of us may terminate the Contract immediately by providing written notice to the other if the other is in material breach of any of these Terms.
7.2. We may terminate the Contract immediately (without any liability including not providing any refund to you) if we reasonably feel that you are disruptIng the group sessions or for any other reason where we reasonably feel that your presence is adversely impacting on the Sessions.
7.3. On or before the date of termination of the Contract, you shall immediately pay any unpaid fees or other sums payable under the Contract.
7.4. Termination of the Contract shall not affect any rights, remedies, obligations and liabilitIes of either of us as at the date of termination, including the right to claim in respect of any breach of the Contract that existed at or before the date of terminatIon.
7.5. Clauses which expressly or by implication have effect after termination shall continue in full force and effect after the date of termination of the Contract, including the following clauses: clause 5 (Confidential Information), this clause 7, clause 9 (Limitation on liability) and clause 13 (Governing law and jurisdiction).
8. STATUS
9. LIMITATION ON LIABILITY
9.1. Nothing in this clause 9 shall limit our liability for death or personal injury caused by our negligence or for our fraud or fraudulent misrepresentation or for any matter for which liability cannot legally be excluded or limited.
9.2. We shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses suffered or incurred by you as a result of you entering into this agreement.
9.3. Our total liability under any law or in relatIon to the performance (or contemplated performance) of this agreement shall in all circumstances be limited to the total price paid by you for the Sessions.
9.4. If we are prevented from or delayed in performing my obligations by your act or omission or by any circumstance outside of our control, we shall not be in breach of this agreement or liable to you for any costs, charges or losses incurred by you that arise directly or indirectly from such preventIon or delay. The relationship between us will be that of independent contractor and nothing in these Terms shall render me your employee, worker, agent or partner.
9.5. The provisions of this clause 9 shall survive termination or expiry of the Contract.
10. ENTIRE AGREEMENT AND PREVIOUS CONTRACTS
10.1 You acknowledge and agree that:
(a) This agreement constitutes the entire agreement and understanding between us and supersedes any previous arrangement, understanding or agreement between us relating to the provision of the Sessions;
(b) in entering into this agreement you have not relied on anything said by any person (including any third party) relating to the provision of the Sessions.
10.2 If any court (or other competent authority) decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be ‘severed’ from the remaining terms, which will contInue to be valid to the fullest extent permitted by law.
11. VARIATION
No variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of us.
12. THIRD PARTY RIGHTS
12.1. No statute or other law shall apply under this agreement that allows any third party to enforce any term, rights or entitlements under this agreement.
13. GOVERNING LAW AND JURISDICTION
13.1. This agreement and any dispute or claim arising out of this agreement shall be governed by and construed in accordance with the State of Idaho.
13.2. We each irrevocably agree that the courts of State of Idaho shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connectIon with this agreement.