1:1 COACHING SERVICES AGREEMENT

 

This Master Services Agreement (the “Agreement”) made on the date of purchase, (the “Effective Date”) between Casius Monet Pena of 224 Wellness LLC (the “Company” or “We”), and the purchaser of this session (the “Client” or “You”). The Company and the Client are sometimes referred to independently as “Party” or collectively as the “Parties” in this Agreement. 

 

The Client wishes to engage the Company for mindset coaching and transformational energy work and coaching modalities and the Company has agreed to provide such services in accordance with the terms of this Agreement. For mutual consideration, the receipt and sufficiency of which is acknowledged, the Parties agree as follows:

1. EXECUTION OF AGREEMENT

 

The terms of this Agreement shall be effective for seven (7) days after presentation to the Client. In the event this Agreement is not executed by the Client within the timeframe identified, the Agreement, together with any related terms and conditions and deliverables, may expire or may be subject to amendment, change or substitution.

1. TERM

 

1. The Company will provide the Services beginning on the first scheduled session date and continue until Agreement is terminated, or Services completed (the “Term”) unless otherwise extended or terminated in accordance with the terms of this Agreement. 
2. The Company will provide the Services described in The 224 Method: Breakthrough Blueprint in the context of Live Group Coaching Session until Agreement is terminated, or the program cohort is completed (the “Term”) unless otherwise extended or terminated in accordance with the terms of this agreement. 

1. SCOPE OF SERVICES

 

1. The Company will provide the Client with the following services (collectively, the “Services” and/or “Works”): 
2. 1:1 Coaching

 

• Description: The Company provides mindset coaching services for the purpose of inspiring and empowering the client to embody their higher self using mindset coaching and coaching modalities including but not limited to coaching, mentoring, REIKI energy work, meditation, non-therapeutic hypnosis, Neural energetic encoding, Neural energetic wiring, TIME techniques, Emotional Freedom Techniques (EFT), and guided journaling and reflection. 

• Services: 

 

• Each session booked includes an individual one hour coaching session via zoom or video conference call at the time selected by client when booking during the Term of this Agreement.
• Access to a recording of Client’s session if the session includes a custom hypnosis or meditation practice. 

 

•  Access to Company resources such as training materials and tools.

 

 
• Coaching Services Do Not Include: 1) legal or medical advice or diagnosis; 2) procuring personal, physical, or financial results for Customer; 3) performing any business management services for Customer, such as accounting, operations, research, or development; 4) therapy sessions in the form of psychotherapy, psychoanalysis, or behavioral therapy; 5) publicity, public relations and/or social media marketing services; 6) legal or financial advice; 7) introduction to the owner Casius Monet and 224 Wellness LLC’s professional network and business relationships.   

 

1. Additional Services –

 

In addition to the Services set out above, the Client may request the following additional services if needed from time-to-time, and at the sole discretion of the Company (the “Additional Services”):

 

• Custom recordings of guided meditation, non-therapeutic hypnosis, or Emotional Freedom Techniques EFT sessions. 

 

The Client understands and agrees that the Company’s Services are limited to the scope of Services set out in the Agreement. If the Client requests Additional Services, the Company may, in its sole discretion, agree to provide Additional Services for the additional rate of $224/ USD per hour, (the “Rate”) or an amount that will be agreed upon in writing prior to the commencement of the Additional Services. The Company may then extend and/or modify any delivery schedule or deadlines as may be required, and is required to inform the Client in writing of any such modifications. 

        

1. FEES, PAYMENT AND EXPENSES

 

1. Payment for Services –

 

In exchange for the Services, the total fee is $224/USD]  per one hour coaching session plus all applicable sales taxes (the “Fee”). The Fee may be made by Kajabi payments, credit card, paypal, or online payment method listed within the checkout portal on casiusmonet.com 

 

1. Payment Due Date and Schedule – 

 

The Fee for Services is due and payable in full on the booking date, prior to the scheduled coaching session.

1. Fees for Additional Services –

 

The Company’s hourly Rate is $224 USD. Any additional services (the “Additional Services”) outside of the scope of Services set out in this Agreement will be considered Additional Services.  Additional Services requested by the Client will be charged to the Client at the hourly rate set out above, or as otherwise agreed upon by the Parties in writing. All Fees for Additional Services will be included in the final invoice or next recurring payment.

1. Late Fees –

The Company understands that, from time-to-time, there are issues with the timely remittance of payment. If any payment is not received on the payment due date, the Company may postpone or cancel all future coaching sessions until the outstanding payment is received in full. If any invoice remains outstanding after ten (10) business days from the payment due date, the Client will be charged a late fee of five (5)%, compounding monthly, equaling sixty (60)% annually.  If lower, the highest rate permitted under applicable Law from the date such payment was due shall prevail, until the date paid. 

The Company reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current, or if overdue invoices are not paid in full. All grants of any license to the use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full, which shall be inclusive of any and all outstanding Fees, Additional Service Rates, taxes, expenses, charges, and/or the costs of changes (the “Payment”).

If the Company has made reasonable attempts to collect outstanding Payment, and any amount remains outstanding, the Company reserves their right to send the Client to collections, or to take any and all available legal remedies to attempt to collect Payment from the Client. The Client shall be responsible for all collection or legal fees necessitated by lateness or default in the Payment.

 

1. Payment Authorization – 

 

The Client authorizes the Company to continue to charge all Payment owing under this Agreement to the Client’s credit card, or via any third-party payment system used to process transactions, until full Payment has been received. The Client agrees to not block, cancel, change cards or restrict Payment on the card for the Company’s use per any automatic pay agreements. If Client cancels or replaces their credit card, the Client must immediately provide the Company with their updated payment information accordingly.

The Client understands that if a Payment is not recuperated by the Company on any card that has been blocked, canceled, changed, or restricted, the Company will be entitled to pursue legal remedies in addition to sending the Client file to collections. 

(i) Chargebacks –

The Client shall not threaten or make any chargebacks to the Company’s account, cancel the credit card that is provided as security, or issue an Unauthorized Transaction claim with a third-party (such as PayPal) without the Company’s prior written consent. The Company reserves the right to collect any and all monies owed by the Client using any means necessary within the parameters of the law.

 

The Client shall pay for any fees associated with recuperating payment, including, but not limited to, collections fees and attorneys’ fees. In the event of a chargeback, the Company reserves the right to report the incident to credit reporting agencies and/or bureaus as a delinquent account.

5.  CLIENT RESPONSIBILITIES

 

The Client acknowledges that it shall be responsible for performing the following responsibilities in a reasonable and timely manner:

1. Communication Requirement –

 

During the Term, the Client agrees to maintain communication, and to provide all correspondence, information and feedback required for the Company to reasonably carry out their obligations under this Agreement. If the Client does not respond to the Company’s communication, or provide the Company with the required information, including necessary feedback or material requested for the proper execution of the services, within five (5) business days, the Company may, at their sole discretion, delay the delivery and timeline for the Services and Works.

 

The Parties agree to inform one another, in writing, using a reasonable effort should a delay occur, or be expected to occur. In the event that the Client notifies the Company of delays in its project timeline, the Company may slow or stop work accordingly, and the Company will initiate the scheduling of a conference with the Client to coordinate and determine amended timelines and due dates, which shall be in writing.

 

If such communication breakdown occurs more than one (1) time, or if the Client fails to respond, or places the project on hold for longer than ten (10) business days without prior notice and agreement of both parties, it is within the Company’s discretion to terminate this Agreement without further delivery of Services, and a prorated amount of the Fee outstanding shall become immediately due and payable upon termination.

 

1. Communication Policy – 

 

To deliver optimal results and maintain a focused approach to problem-solving, the Agreement shall adhere to the following communication policy:

 

• Communication Method: The Company’s primary method of communication between the Parties will be via email at [email protected]. The Client agrees to communicate with the Company via email. Client agrees to use email or video conference call for any and all communication purposes, unless otherwise indicated by the Company. If the Company changes the primary ongoing communication method, the Client agrees to communicate via the new Company-selected communication method.
  
  
• Official Working Hours: The Company’s business operations take place from Monday to Friday, and between the official working hours of 10:00 AM to 6:00 PM Central Standard Time (CST)] (the “Working Hours”).
  
  
• Notification Protocol: The Company regularly checks emails and notifications during the Working Hours (as outlined above). All messages will receive a response within a 48-hour window during the Working Hours. Exceptions to these hours can be made during emergencies, and the Client is encouraged to reach out via email, which will allow the Company to address emergency concerns in a timely manner.
  
  
• Scheduling Meetings: To ensure the effective allocation of Company resources, meeting days are typically scheduled one week in advance via our online scheduling tool. It is the Client’s responsibility to be available at the agreed upon time. The Company and Client will hold their meetings on Zoom and Kajabi video conferencing. . 

 

• Late or No-Show: If the Client arrives past the start of the scheduled meeting time, but still within the meeting timeframe, Company shall meet with Client for the remainder of the original meeting time allotted. Client understands and agrees to be charged for the full meeting time scheduled even if Client is late. If Client fails to call in for a meeting and provides no notice of cancellation, Client will be charged for the full meeting time.

 

 

• Rescheduling Meetings: The Client must make every effort to meet at the mutually agreed upon time. The Client must provide Company twenty-four (24)  hours advance notice to reschedule a meeting. The Client may contact the Company at any time to reschedule a meeting. If the Client reschedules a meeting within 12 hours prior to the scheduled meeting time, the Client shall be charged $50.00 USD.
  
  

 

• Holidays and Vacations: The Company observes all local and national holidays and select vacation days throughout the year, during which response times may vary. The Company will endeavor to notify the Client of these dates at least two weeks (14) fourteen days in advance to ensure minimal disruption of any ongoing Agreements or Services.

(f) Point of Contact –

 

The Client is not permitted to contact Company employees or contractors separately to solicit personal contact information, separate services, or other contracts outside of this Agreement.  Such attempts will be deemed as a breach of Company business, trade secrets, and intellectual property, and a violation of any non-disclosure and privacy rights of the Company within this Agreement. As such, the Client agrees not to hire the Company’s contractors, employees, or service providers outside of this Agreement for the term of the Agreement and for a period of three (3) months after Services are completed and/or terminated. 

6. RESCHEDULING, CANCELLATION AND REFUNDS

 

1. Rescheduling Services –

If the Client wishes to reschedule any Services, the Client must provide not less than 24 Hours notice in writing. The Client understands that providing notice will not relieve the Client of any payment obligations under this Agreement, and that no refund of any amount paid under this Agreement will be provided. The Agreement and Services will be reinstated at a time that is agreeable to the Company.

 

Should the Client fail to reinstate the Services within the Hold Period, all payments made, including all outstanding Fees, Additional Service Rates, taxes, expenses, charges, and/or the costs of changes owed and the Rescheduling Fee, will be forfeited to the Company, and the Agreement will be terminated. If the Company is unable to accommodate the rescheduled service within the agreed timeframe, only the Rescheduling Fee will be refunded, and the Agreement will be terminated. Should the Client wish to continue receiving Services beyond the Hold Period, a new agreement must be negotiated at the Company’s then-current rates.

 

Services and Fee payments will automatically resume upon the conclusion of the Hold Period. The Client acknowledges that providing notice and paying the Rescheduling Fee does not exempt the Client from any financial obligations accrued prior to the start of the Hold Period, and no refunds will be provided for any payments made before the Hold Period.

 

The Rescheduling Fee is designed to reserve a space for the Client within the Hold Period and to compensate the Company for any necessary adjustments to the Services or additional administrative work required upon resumption of the Service. The Client will receive an invoice for the Rescheduling Fee, which must be paid within seven (7) business days from the date of the invoice. Failure to pay the Rescheduling Fee within this period will result in the Service continuing as originally scheduled without a hold.

1. Cancellation by Client – 

If the Client wishes to cancel the Services, the Client must provide notice to the Company in writing at least two (2) business days  prior to the cancellation date. In the event of cancellation, the Client is not entitled any refund of any amounts paid to the Company, and all outstanding Fees, Additional Service Rates, taxes, expenses, charges, and/or the costs of changes owed under this Agreement will immediately become due and payable to the Company.

This policy is to compensate the Company for the allocation of resources and the potential loss of business opportunity resulting from the scheduled commitment to the Client.

 

1. Cancellation by Company –

 

If the Company desires to cancel the Services, the Company shall provide notice to the Client, in writing at least two (2) business days prior to the next scheduled session date. The Company will deliver a final invoice for all Services completed up to and including the date the notice is delivered including any amounts owing for Additional Services and/or Expenses, less the Retainer. If the Client has paid more than the value of the Services provided by the Company, up to the date that the cancellation is made, the Company will refund the difference to the Client. Upon payment of the final invoice, the Client will be relieved from their obligations under this Agreement. 

 

1. Refunds – 

 

If the Client reschedules or cancels this Agreement for any reason whatsoever, the Client is not entitled to any refund of any amount(s) previously paid to the Company, including the Retainer. The Company may provide a refund in limited cases which it deems, at its sole discretion, to be appropriate and in an amount to be determined by the Company on a case by case basis.  

 

1. End of Agreement –

 

This Agreement will end when the Client has paid the Fee in full to the Company, and the Company has performed the Services as set out in this Agreement, or in the case where there is an early termination of the Agreement. Any provisions that survive the early termination, or the end of this Agreement, will remain in full force and effect as per the terms and conditions laid out in this Agreement. =

7. CONFIDENTIALITY AND PRIVACY

 

1. Confidentiality – 

 

The Parties acknowledge that during the Term, certain confidential information may be disclosed to the other party, either orally or in writing. For the purpose of this Agreement, “Confidential Information” means information that is of value and is treated as confidential and proprietary by its owner, and includes, but is not limited to: coaching sessions, digital downloads, coaching methods and modalities, recorded content, inventions, Client or customer lists and information, personal data, software, operation manuals, social media account metrics, passwords, intellectual property, trade secrets,  recording of live coaching sessions, and the contents of this Agreement. The Client and the Company each agree not to disclose to any other person or entity or make use of the Confidential Information without the express written consent of the other, except to the extent that such disclosure is necessary to carry out their duties under the provisions of this Agreement or as required by law. At the end of the Term or early termination of this Agreement, each Party will return all Confidential Information to the other, and will remain bound by their duty of confidentiality. This Section shall survive the Agreement and extend indefinitely beyond the Term of this Agreement.

 

Information is not confidential if it is generally available or known within the Internet industry, it is in the public domain, it was known to either Party before this Agreement was entered into, or it was independently received by either Party from a third party.

 

1. Privacy Policy –

The Company may collect personal information during the Term, including the Client name, address, email address, phone number, billing information, social media profiles, client portal profile photo, or other personal information (the “Personal Information”). By providing any Personal Information to the Company, the Client consents and grants the Company permission to use and store such information in order to facilitate the delivery of the Services. The Client acknowledges and consents to the use of technology, telephones, e-mails, applications and third-party platforms that use video and audio, such as zoom, or Kajabi video conferencing, and any third-party payment Companies to be used by the Company in order to deliver the Services. The Client confirms that the Company is not responsible for the terms and policies of any third-party platforms, and it is the Client’s responsibility to review third-party privacy policies and terms and conditions.

 

(d) Testimonials – 

From time to time, the Company may use general statements about the Client’s success as social proof and/or as part of its marketing strategy. By signing this Agreement, the Client agrees to the Company sharing the Client’s success stories and/or client portal profile photo as testimonials on the Company’s website and/or social media.

 

8. INTELLECTUAL PROPERTY

 

 

• Ownership of Rights – 

 

 

The Client acknowledges that all content and materials used and distributed in providing the Services, including any content or resources on the Company’s website and social media platforms, Breakthrough Blueprint pre recorded content, or digital downloads belongs exclusively to the Company, the sole copyright owner of the original materials, unless otherwise stated. By receiving any unique and original materials from the Company as part of the Services, the Company grants the Client a limited, non-exclusive, royalty-free license for the Clients use only, and as directed by the Company. The Client is strictly prohibited from reproducing any part of the written, video, audio and/or digital materials, and/or reselling or sharing them with any third parties without the Company’s explicit permission to do so. All of the Company's intellectual property, including copyrighted materials and trademarks, shall remain the sole property of the Company.

1. Restrictions on Use –

 

As a condition of the Client’s license to use the Works, the Client is expressly prohibited from reselling, assigning, sharing or permitting third parties to use, print or display the Works, whether in print or online, without attribution to the Company. The Client is further prohibited from retouching, editing, altering, reproducing, or making any other changes to the Works, such that it materially alters or degrades the Works, at the Company’s sole discretion. 

(d) Client Warranty –

 

The Client represents, warrants and covenants to the Company that (a) the Client owns all right, title, and interest in, or otherwise has full right and authority,  to permit the use of the Client’s Content, and (b) the Client’s Content is accurate, legal, conforms to ethical standards of the Client’s industry, does not infringe the rights of any third party, and use of the Client’s Content, as well as any Trademarks in connection with the Services, does not, and will not, violate the rights of any third parties, and (c) the Client shall comply with the terms and conditions of any licensing agreements which govern the use of any third party materials, and (d) the Client shall comply with all laws and regulations as they relate to the Services and Works covered by this Agreement.

9.  RELEASE, INDEMNITY, DISCLAIMERS AND WAIVER
   
   

 

• Assumption of Risks –

 

The Client expressly assumes all risks related to the Services, and any related activities set out in this Agreement. 

(b)  Medical Disclaimer –

The Client understands that the Company is not qualified to diagnose or treat any physical, mental, or emotional disorders, to provide health care, medical or nutrition therapy services; or to diagnose, treat or cure any disease, condition or other physical or mental ailment of the human body.  The Client understands that the Company is not acting in the capacity of a doctor, licensed dietitian-nutritionist, psychologist or other licensed or registered professional, and that any advice given by the Company is not meant to take the place of advice by qualified medical professionals.  It is recommended that the Client speak with their doctor before starting any new dietary or exercise regime. If the Client is under the care of a healthcare professional, or currently uses prescription medications, it is the Client’s sole responsibility to discuss any dietary changes, fitness, exercise or lifestyle changes with their doctor, and should not discontinue any prescription medications without first consulting their healthcare professional. The Client expressly understands that any information received in relation to the Services and this Agreement should not be seen as constituting any shape or form of medical advice, and that the Services are not meant to take the place of advice, diagnosis, or to replace the advice or diagnosis of a licensed healthcare professional.

 

(c)  Professional Disclaimer –

The Client understands and agrees that in using the Services, the Company is not providing individual medical, professional, legal, tax, or accounting advice, and that any information provided is for general information and educational purposes only.

(d)  No Earnings Guarantee –

 

The Company may report earnings and income statements of their own, or on behalf of the Client from time to time. These statements are an estimate of what the Client could possibly earn when empowered by education within a coaching session, and should not be considered a guarantee that the Client will get the same results. There is no guarantee that past earnings can be duplicated in the future. And the Company cannot guarantee the Client’s future results or success. The use of the information, products, and services of the Company is dependent on the Client’s own actions, and the Client agrees that the Company, its advertisers, affiliates, and/or sponsors, are not liable for the success or failure of the Client’s business or earnings projections.

(e) No Warranty –

The Company makes no warranty that the Services will lead to any specific Client goal, financial success, medical or physical results, personal or lifestyle outcomes, or particular results, and the Company makes no promise that each Client will experience the same or similar results as other Clients who have engaged the Company for similar services. The Client acknowledges that the Services provided are provided without any express or implied warranties of any kind.

(f)  Personal Decisions – 

 

The Client agrees that they are solely responsible for any decision to leave any other career, job, or profession, in order to pursue the Client’s business idea, and indemnifies the Company from any liability regarding said decision. Similarly, the Client also agrees that they are solely responsible for any decision to sever a pre-existing relationship, living environment, marriage, or the making of any other personal decisions, and indemnifies the Company from any liability regarding said decision(s). The Company is not responsible for the decisions the Client makes regarding their personal or professional endeavors.

(g) No Guarantees –

The Company makes no guarantee regarding the results the Client may obtain through working with the Company. The Client agrees that any statements made regarding the potential outcome(s) of working with the Company, are merely an opinion, and are not binding on the Company. The results experienced by the Client will be dependent on many factors including, but not limited to: the Client’s level of personal responsibility, commitment, and ability, in addition to factors that the Client/and or Company may not be able to anticipate. The Client hereby acknowledges that the Client is solely responsible for the amount and type of results that the Client may or may not generate. The Client also acknowledges that the Company cannot, and does not, guarantee that the implementation of the Services will provide the Client with an ideal resolution, and/or increase in income. The Company does not guarantee any type of results from use of the Company’s services. 

 

10.  RELEASE, WAIVER AND INDEMNITY

 

The Client releases, indemnifies, and saves harmless the Company, its directors, officers, agents, employees, contractors, volunteers, heirs, executors, administrators, successors, and assigns, as applicable (collectively, “Released Parties”), from any and all liability and damages arising out of, or related to, this Agreement however caused, including claims of negligence by the Company incurred through the course of this Agreement or any events incidental to this Agreement.

11.  LIMITATION OF LIABILITY –

 

In the absence of negligence, bad faith or willful misconduct, none of the Company nor any third-parties employed by the Company will be liable to the Client, or to any other person, including any Party claiming by, through or on behalf of the Client, for any losses, liabilities, damages, costs or expenses arising out of any error in data or Services or Works or other information provided by the Company to the Client and/or to any other person or third-party on the Client's behalf, including attorney’s fees, or fees incurred out of any interruption or delay in the electronic means of communications used in the execution of this Agreement. In the event the Company is found liable for any reason, for damages arising directly or indirectly from this Agreement, the liability will be limited to the greatest extent possible in the governing jurisdiction, and will in no case exceed the Fee paid by the Client to the Company. 

12.  RELATIONSHIP OF PARTIES

1. Relationship –

 

Nothing in this Agreement shall be understood to create an employment, joint venture or partnership relationship between the Company and the Client.  The Client is hiring the Company as an independent contractor only. For the avoidance of doubt, the Company has sole right to control and direct the means, manner, and way in which the Services are provided, and may, at their sole discretion, hire assistants, employees or third party contractors to assist in delivering the Services.              

 

1. No Exclusivity –

 

The Parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. The 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 similar services to others, solicit other clients, and otherwise advertise the services offered by the Company.

13.   SUBCONTRACTING AND ASSIGNMENT 

 

The Company reserves the right to subcontract any Services provided under this Agreement at any time to a subcontractor or third party of the Company’s choosing, without notice to the Client.  

 

The Client agrees to work with the Company’s contractors and other Company employees who are assigned to the Client. The Client does not get to choose specific Company employees or contractors to be used by the Company or the Client in the Works and/or Services subject in this Agreement.  Such assignment of projects is done at the Company’s discretion.  The Client understands that they may be working with various and multiple team members from the Company. 

 

This Agreement is not assignable by the Client in any manner, and may not be subcontracted by the Client.  Any attempt by the Client to assign or subcontract the whole or any portion of this Agreement shall be deemed voidable at any time, at the Company’s option and, even if not voided by Company after notice, shall not relieve the Client from any of the obligations which are imposed on the Client by this Agreement. 

 

14.  GENERAL

1. Governing Law and Jurisdiction –

 

This Agreement is governed by, and interpreted in accordance with, the laws of Arkansas and the federal laws of the United States of America without regard to conflicts of law provisions, where applicable. Any disputes arising directly or indirectly from this Agreement will be submitted and heard exclusively in the courts of Washington County, Arkansas, United States of America.

 

1. Dispute Resolution –

In the event any dispute arises between the Parties in relation to this Agreement or a breach thereof, the Parties shall first attempt to resolve the dispute through good faith negotiation. If the dispute is not resolved by negotiation within thirty (30) days, the Parties agree to proceed to mediation. Should mediation fail to resolve the dispute, the Parties will submit the matter to binding arbitration. The Parties may agree to virtual proceedings for mediation and arbitration, if applicable. 

The Parties understand that they will be bound by any decision rendered by the arbitrator and/or arbitration proceedings. The arbitration itself will be held in Washington County, Arkansas, United States of America. If the arbitration is unable to move forward in the designated jurisdiction, the Company will unilaterally elect another venue for the arbitration. The Parties will equally share in the costs and expenses of arbitration and any related proceedings.

1. Injunctive Relief –

 

The Client acknowledges that monetary damages may be inadequate to compensate for unique losses to be suffered in the event of any breach of this Agreement, and that the Company will be entitled to seek, in addition to any other remedy it may have under this Agreement or at law, an injunctive and/or other relief, including specific performance of the terms of this Agreement, without the necessity of posting a bond.

 

1. Expenses; Fees –

 

Each party will pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery, and performance of this Agreement.  If any suit or action is instituted to enforce any provision of this Agreement, the prevailing party in such dispute will be entitled to recover from the losing party all fees, costs, and expenses of enforcing any right of such prevailing party under, or with, respect to this Agreement, including, such reasonable legal and other professional fees and expenses which will include, without limitation, all fees, costs, and expenses of appeals.

 

1. Force Majeure –

 

Neither Party will be responsible for delays resulting from causes beyond their reasonable control, including, without limitation, fire, explosion, floods, storms, pandemics, state of emergency, hazardous situations, war, strike, and/or riot, and either Party may choose to excuse themselves from further performance of their obligations under this Agreement if such occurrence materially affects the performance of the Services. The Party relying on Force Majeure will give the other Party reasonable notice of their desire to terminate or suspend the Services. Notwithstanding, all payments owing for the Services will remain due and payable with such amount to be determined by the Company.

 

 

1. Notice –

 

Any notice to be given under this Agreement must be directed to the other Party using the contact information first set out above or as may otherwise be directed (the “Notice”). For the purposes of this Agreement, e-mail will be considered sufficient for delivery of the Notice. The Notice will be deemed delivered on the date and time when the Notice is sent. Any Notices required or permitted to be provided hereunder shall be given via email to the Company at [email protected] and to the Client at the email address the Company has on file for the Client.  

 

1. Assignment –

 

This Agreement may not be assigned to any other party except with the express written consent of the other Party.

 

1. Severability –

 

If any of the provisions of this Agreement are found to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions will not, to the extent permitted by law, be affected in any way, and will remain enforceable.

 

1. Headings –

 

Headings are included for convenience purposes only, and shall not affect the construction of this Agreement.

 

1. Waiver of Breach –

 

The waiver by one Party of any breach of this Agreement by the other Party will not be taken to be a waiver of any future breaches by the breaching Party. 

 

1. Voluntary Agreement –

 

The Client acknowledges that they are executing this Agreement voluntarily and without any duress or undue influence by the Company or any third party. The Client further acknowledges that they have carefully read this agreement, and that they have asked any questions required in order for them to fully understand the terms, consequences, and binding effect of this Agreement. Finally, the Client has been provided an opportunity to seek the advice of an attorney of their choosing prior to signing this Agreement.

 

1. Entire Agreement –

 

This Agreement constitutes the entire agreement between the Parties and supersedes any prior negotiation, understanding, or Agreement between the Parties, whether oral or written, on the matters contained in this Agreement.

 

1. All Rights Reserved –

 

All rights not expressly granted in this Agreement are reserved by the the Company

 

1. Amendments –

 

The Parties may only amend this Agreement by mutual written agreement.

 

1. Survival –

 

Any term of this Agreement which addresses performance or observance following the early termination or expiration of this Agreement, shall survive, and will continue to be in full force and effect. All things considered confidential during the Term will survive and continue to always remain confidential.

 

1. Counterparts and Electronic Signing –

 

Execution – Customer agrees to accept the above Agreement in its entirety when Customer selects and confirms “I have read and agree to the terms and conditions of this page as follows” at the Product checkout page and by rendering first payment, which constitutes a fully signed and legally binding Agreement.