Last updated November 23, 2020
PARTIES
This AGREEMENT is between Cheat Diabetes (the “COMPANY”) and you, (the “CLIENT”) collectively referred to as the “PARTIES”.
This agreement is intended to govern and control your purchase of Private Coaching Session(s) (the “SERVICE”) from the COMPANY.
ACCEPTING THESE TERMS
You are entering into a legally binding AGREEMENT with the COMPANY, a Colorado, Sole Proprietorship according to the following terms and conditions, when you do any of the following:
With this acceptance, the Parties agree that any individual, associate, and or assign are bound by the terms of this AGREEMENT. A facsimile, electronic, or emailed executed copy of acceptance of this AGREEMENT is legally binding with either a written or electronic signature and has the same result as an originally signed copy.
COMPANY’S SERVICES
This AGREEMENT is executed and effective, when CLIENT accepts these terms (electronically, verbally, written, and or otherwise). The COMPANY agrees to provide the work related to the SERVICE.
The terms of this AGREEMENT are binding on any additional goods and or services supplied by COMPANY to CLIENT.
Parties agree that the SERVICE is in the nature of private Health & Wellness Coaching. The scope of work provided by COMPANY according to this AGREEMENT are limited to those listed on COMPANY’S website, or as part of the SERVICE. COMPANY reserves the right to substitute work equal to or comparable to the SERVICE for the CLIENT if the need arises, without prior notice.
If COMPANY needs to outsource work related to the SERVICE, and or provide substitute individuals for work related to the SERVICE, the COMPANY will notify the CLIENT about the change or modification.
CANCELLATIONS
CLIENT agrees to COMPANY’S cancellation policy as follows:
If the CLIENT needs to cancel or reschedule the appointment, the CLIENT must do so 24 hours in advance; otherwise, the CLIENT will forfeit that appointment and will not have an opportunity to reschedule it.
CONFIDENTIALITY
The term “Confidential Information” means INFORMATION WHICH IS NOT GENERALLY KNOWN TO THE PUBLIC RELATING TO THE CLIENT’S BUSINESS, HEALTH OR PERSONAL AFFAIRS.
COMPANY agrees not to disclose, reveal, or make use of any Confidential Information learned of through its transactions with CLIENT during discussions and interactions with CLIENT, or otherwise, without the written consent of CLIENT unless compelled by law.
COMPANY shall keep the Confidential Information of the CLIENT in strictest confidence and shall use its best efforts to safeguard the CLIENT’S Confidential Information and to protect it against disclosure, misuse, espionage, loss, and theft.
CLIENT is aware COMPANY will keep notes of coaching sessions to better serve the CLIENT. These notes may include topics discussed, goals set, and/or possible future topics for discussion. Notes will be stored in a secure location by the COMPANY.
CLIENT will maintain the security of CLIENT’S personal health information by refraining from posting confidential health information in comments, communities, and groups associated with the COMPANY and/or SERVICE and by refraining from using emails and texts to communicate confidential health information.
NO TRANSFER OF INTELLECTUAL PROPERTY
In the event that the COMPANY provides access to its copyrighted and original materials to the CLIENT as part of the SERVICE, and outside the scope of the work-for-hire, the COMPANY grants the CLIENT INDIVIDUAL USE ONLY permission to any and all of the copyrighted and original materials.
An example of this is course materials, handbooks, workbooks, worksheets, access to videos, etc. in conjunction with the SERVICE you are providing to the CLIENT.
As part of the SERVICE, CLIENT is not authorized to use any of COMPANY’S intellectual property, trademarks and or copyrights, for any purpose. CLIENT is not authorized to share, copy, distribute, or otherwise disseminate any materials received from COMPANY electronically, or otherwise without the prior written consent of the COMPANY.
COMPANY agrees and allows CLIENT to make one (1) printed physical copy of the provided materials for CLIENT’S personal use.
ALL INTELLECTUAL PROPERTY, INCLUDING COMPANY’S COPYRIGHTED COURSE MATERIALS SHALL REMAIN THE SOLE PROPERTY OF THE COMPANY. NO LICENSE TO SELL OR DISTRIBUTE COMPANY’S MATERIALS IS GRANTED OR IMPLIED.
SERVICE RULES
To the extent that CLIENT interacts with COMPANY staff and or other COMPANY Clients, CLIENT agrees to behave professionally, courteously, and respectfully with staff and clients at all times.
CLIENT agrees that failing to follow the terms of this AGREEMENT, and or any additional instructions provided by COMPANY in relation to the SERVICE, is cause for termination of this AGREEMENT.
In the event of such a termination, CLIENT is not entitled to recoup any amounts paid and remains responsible for all outstanding amounts of the FEE.
DISPARAGEMENT
In the event that a dispute arises between the Parties or a grievance by CLIENT, the Parties agree and accept that the only venue for resolving such a dispute is the venue identified below. Parties further agree that they will not engage in any conduct or communications public or private, designed to disparage the other. Such an act constitutes a breach of this AGREEMENT.
An example of disparagement is posting your disappointment with the COMPANY on social media and tagging the company. If you have a disagreement with the COMPANY, you need to send a private email directly to the contact information.
TERMINATION
If CLIENT is (1) behind in payment, or (2) otherwise in default of this AGREEMENT, then full payment is immediately due and CLIENT is barred from using any of COMPANY’S services.
COMPANY is allowed to immediately collect the full FEE from CLIENT and stop providing further services to CLIENT.
PAYMENT
CLIENT agrees to pay COMPANY for the SERVICE according to the payment schedule (the “FEE”)
REFUNDS
Upon execution of this agreement, client is responsible for the full fee. No refunds are provided for individual health coaching sessions. If CLIENT decides to cancel, not participate, or changes his or her mind, the COMPANY DOES NOT PROVIDE ANY REFUND FOR ANY REASON TO THE CLIENT.
CHARGEBACKS & PAYMENT SECURITY
To the extent that CLIENT provides COMPANY with credit card(s) information for payment of FEE on CLIENT’S account, COMPANY is authorized to charge CLIENT’S credit card(s)for any unpaid charges on the dates agreed to in the Payment Schedule.
CLIENT shall not make any chargebacks to COMPANY’S account or cancel the credit card that is provided as security without COMPANY’S prior written consent.
CLIENT is responsible for any fees associated with recouping payment and collection fees associated with the chargeback. CLIENT shall not change any of the credit card information provided to the COMPANY without notifying COMPANY in advance.
CONTROLLING AGREEMENT
In the event of any conflict between the provisions contained in this AGREEMENT, any marketing materials used by COMPANY, COMPANY’s representatives, or employees, the provisions in this AGREEMENT control.
ENTIRE AGREEMENT
This AGREEMENT and the HEALTH COACHING AGREEMENT (see Addendum) is the entire AGREEMENT between the parties relating to the subject matter and supersedes all prior and contemporaneous AGREEMENTs, negotiations and understandings, oral or written. Modification to this AGREEMENT is by a written instrument executed by both Parties.
LIMITATION OF LIABILITY
By purchasing the SERVICE, CLIENT releases COMPANY, its officers, employees, directors, and related entities from any and all damages that may result from CLIENT’S participation in the SERVICE.
The SERVICE provides health & wellness coaching in lifestyle areas which may include but are not limited to nutrition, weight loss, exercise, fitness, stress management, sleep, and/or health risk reduction. The COMPANY does NOT provide medical consultation, medical treatment, mental health counseling, or psychotherapy and does not deal with the diagnosis or treatment of medical, psychological, or emotional problems. COMPANY offers the SERVICE to assist CLIENT to make positive changes to increase CLIENT health and wellbeing. CLIENT accepts any and all risks, foreseeable or non-foreseeable arising from this line of work.
Regardless of the previous paragraph, if COMPANY is found to be liable, COMPANY’s liability to CLIENT or to any third party is limited to:
All claims against the COMPANY must be filed with the entity having jurisdiction within 90 days of the date of the first claim or otherwise be forfeited forever.
CLIENT agrees that Company will not be held liable for any damages of any kind resulting or arising from, including but not limited to; direct, indirect, incidental, special, negligent, consequential, or exemplary damages happening from the use or misuse or enrollment in the Program.
CLIENT agrees that use of the SERVICE is at CLIENT’s own risk.
INDEMNIFICATION
COMPANY recognizes and agrees that all of the its shareholders, trustees, affiliates, and successors shall not be held personally responsible or liable for any actions, or representations of the COMPANY.
CLIENT shall defend, indemnify (insure and protect), and hold harmless the COMPANY, its shareholders, trustees, affiliates, and successors from and against all liabilities and expenses that they may incur or be obligated to pay because of their relationship with the SERVICE.
These include (without limitation): claims, damages, judgments, awards, settlements, investigations, legal actions, regulatory actions, costs, attorneys fees, disbursements, or the like that occur from or are related to this AGREEMENT.
Any expenses or liabilities that result from a breach of this AGREEMENT, sole negligence, or willful misconduct by the COMPANY, its shareholders, trustees, affiliates, or successors are excluded from indemnification.
DISCLAIMER OF GUARANTEE
CLIENT ACCEPTS AND AGREES THAT HE OR SHE IS FULLY RESPONSIBLE FOR PROGRESS AND RESULTS FROM THE SERVICE.
CLIENT ACCEPTS AND AGREES THAT HE OR SHE IS A VITAL ELEMENT TO THE SUCCESS ACHIEVED FROM THE SERVICE AND THAT COMPANY CANNOT CONTROL THE OUTCOME OR RESULTS ACHIEVED.
COMPANY makes no representations or guarantees verbally or in writing regarding performance of this AGREEMENT other than those specifically stated. COMPANY and its affiliates disclaim the implied warranties of titles, merchantability and fitness for a particular purpose. COMPANY makes no guarantee or warranty that the SERVICE will meet CLIENT’s requirements or that all CLIENTs will achieve the same results.
CHOICE OF LAW
This AGREEMENT is governed and interpreted in accordance with the laws of Colorado without giving effect to any principles of conflicts of law.
The Parties agree to submit any dispute or controversy arising out of, or relating to this AGREEMENT to arbitration in the State of Colorado according to the rules of the American Arbitration Association. The arbitration is binding upon the Parties and their successors in interest. The prevailing party may collect all reasonable legal fees from the non-prevailing party in order to enforce the provisions of this AGREEMENT.
SURVIVABILITY
The ownership, non-circumvention, non-disparagement, proprietary rights, and confidentiality provisions, and any provisions relating to payment of FEE owed set forth in this AGREEMENT, and any other provisions that by their sense and context the Parties intend to have survive, shall survive the termination of this AGREEMENT for any reason.
SEVERABILITY
If any of the parts or provisions contained in this AGREEMENT are interpreted as invalid or unenforceable only that part or provision is affected. The invalidity or unenforceability does not affect the other parts or provisions of the AGREEMENT.
ADDENDUM: HEALTH COACHING AGREEMENT
https://www.cheatdiabetes.com/coaching-agreement-individual-sessions
