This Coaching Agreement (“Agreement”) sets forth the legally binding terms for your use of the Services (defined in Section 5) with Meghan Stockman Coaching, LLC (the “Company”). Please read this Agreement carefully and save it. You may hereafter be referred to as “I,” “me,” “myself,” “my,” or “you.” You and the Company may each also be referred to as a “party” or together as the “parties.”
By paying for these Services, you hereby agree to the following terms of this Agreement:
Terms & Conditions
1. Incorporation. This Agreement incorporates by this reference the Company’s Community Code of Conduct for online group participation that may be in effect from time to time.
2. Term; Renewal Term; Termination. This Agreement will commence as of the date of your purchase (the “Effective Date”) and terminate upon completion of the Services. This Agreement will automatically renew upon purchasing new or additional Services. The Company may terminate this Agreement at any time and preclude you from further participation in the Services upon a finding by the Company in its sole and absolute discretion that you are in violation of any term of this Agreement, including, without limitation, for non-payment or for violation of the Community Code of Conduct. Sections 8,9,10,11,13,14,15,17.1, and 17.2 will survive termination of this Agreement.
3. Payment. Full payment is immediately due and payable in readily available USD funds upon enrollment in the Services. The Services will not begin until payment is received.
4. Refunds. The Company does not offer refunds.
5. Services. This Agreement covers all classes, events, and programs offered by the Company (collectively, the “Services”). A list and description of each Service can be found on the Company’s website. Clients of the Company who participate in the Services are hereafter collectively referred to as “Participants.”
6. Content and Date Changes. The Company reserves the right in its sole and absolute discretion to change content and scheduled dates for the Services.
7. Community Code of Conduct. By signing this Agreement, you agree to always abide by the Company’s Community Code of Conduct, which may be in effect from time to time. The Company can unilaterally update or amend the Community Code of Conduct at any time. Any violation of the Community Code of Conduct will be a breach of this Agreement, and the Company may terminate this Agreement immediately without a refund. The Company may also, in lieu of terminating this Agreement, and in its sole and absolute discretion, remove you from all forms of group participation and convert your payment into an equal amount of private sessions. If you choose not to proceed with private sessions, then this Agreement will terminate, and you will not receive a refund from the Company.
8. No Warranties or Guarantees. To the maximum extent permitted by law, the Company expressly disclaims all warranties, express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or warranties against infringement. The Services are provided “as is” and “as available.” Further, the Company makes no guarantees regarding outcomes or results, and you agree to voluntarily assume any risk and take complete responsibility for any and all personal, relationship, financial, health, career or business decisions, and all outcomes and results arising from decisions you make or actions you take or do not take, and you agree to release the Company from liability for any damages resulting therefrom.
9. Intellectual Property Rights. All intellectual property rights in the Company’s content, including, without limitation, tradenames, trademarks, copyrights, patents, logos, marketing material, designs, artwork, inventions, know-how, discoveries, software, handouts, pamphlets, guides, books, manuals, curriculum, video and/or audio recordings, information on the Company’s website, and information presented by the Company during the Services in any form or media (collectively, the “Content”) will always remain the exclusive property of the Company. The Content is for your own personal use. This Agreement does not grant you any license or other right to use or reproduce the Content in any way not expressly contained herein, and you agree not to disclose the Content to any third party.
10. Photograph Consent and Release. The Company sometimes videotapes, audio records, or photographs its Services (together, the “Recordings”). The Company uses the Recordings for education, training, and occasional marketing purposes as described herein and to make content available online to other Participants. It is for these purposes that the following authorization and release is required.
10.1. I authorize and grant to the Company, and their agents, assigns, partners and affiliates, unbounded permission without restriction or limitation, the binding ability and authorization to use any or all of the following material for any purpose: my photographs, video recordings of me, audio recordings of my voice, or my written or verbalized testimonial, if offered. My consent is not limited by time or geographic boundary and I agree that the aforementioned material may be used in whole or in part, without my inspection or approval, for use in any medium known currently or in the future. I understand and agree that the Company owns all rights in and to any such audio/video recordings, testimonials, or photographs. In addition, I grant my permission to the Company to alter the same without restriction; and to copyright and/or trademark the material. I hereby waive all rights to payment or royalties, now and in the future in connection with the use of any such materials, no matter the purpose and regardless of whether a fee is charged or collected by the Company for any product and/or service in which the material is used.
11. Confidentiality.
11.1. Confidential Information. Either party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). “Confidential Information” means information, data and know-how that is marked or otherwise identified as confidential or that, given the nature of the information or the circumstances surrounding the disclosure, would reasonably be considered to be confidential (including, without limitation, financial or business information, know-how, service or product plans, schematics, prototypes, inventions, discoveries, computer software or code, algorithms, client lists, manuals, workbooks, curriculum, and the terms of this Agreement), whether oral or in written, electronic or other medium. Confidential Information does not include information that, at the time of disclosure and as established by documentary evidence: (i) is or becomes generally available to and known by the public other than as a result of any breach of this Section by the Receiving Party, or its employees, consultants, officers, directors, partners, equity holders, advisors, agents or representatives (collectively “Representatives”); (ii) is or becomes available to the Receiving Party or its Representatives on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of the Receiving Party or its Representatives before being disclosed by or on behalf of the Disclosing Party; or (iv) was or is independently developed by the Receiving Party without reference to or use of any of the Disclosing Party’s Confidential Information.
11.2. Protection of Confidential Information. The Receiving Party shall: (A) protect the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information of similar kind, but in no event less than reasonable care; (B) not use the Disclosing Party’s Confidential Information for any purpose other than to perform the Receiving Party’s obligations or exercise its rights under this Agreement; (C) promptly report to the Disclosing Party any unauthorized disclosure of, or access to, the Disclosing Party’s Confidential Information; and (D) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Representatives who need to know the Confidential Information for the purpose of performing Receiving Party’s obligations or exercising its rights under the Agreement and who are subject to obligations of nondisclosure and restricted use at least as protective as those of this Section. The Receiving Party shall be responsible for any breach of this Section caused by any of its Representatives.
11.3. Legally Required Disclosure. If Receiving Party is required by applicable law, regulation or legal process to disclose any Confidential Information of the Disclosing Party, Recipient shall notify the Disclosing Party promptly so that Disclosing Party may seek a protective order or other appropriate remedy or, in its sole discretion, waive compliance with the terms of this Section. Recipient will furnish only that portion of the Confidential Information which Recipient is advised by counsel is legally required to be disclosed.
11.4. Return of Confidential Information. At the Disclosing Party’s written request, or upon termination of this Agreement, the Receiving Party shall promptly return, and shall require its Representatives to return, to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. Notwithstanding the foregoing, the Receiving Party may retain the Confidential Information for legal and accounting purposes and is not required to delete Confidential Information held electronically in archive or back-up systems in accordance with its systems archiving or backup policies.
11.5. Remedies. In addition to all other remedies available at law, the Disclosing Party may seek equitable relief (including injunctive relief) against the Receiving Party and its Representatives to prevent the breach or threatened breach of this Section, without posting bond or other security.
12. Licensed Professional Disclaimer. MEGHAN STOCKMAN IS NOT A LICENSED HEALTHCARE PROFESSIONAL, ATTORNEY, FINANCIAL ADVISOR OR ACCOUNTANT. YOU THEREFORE AGREE TO CONSULT WITH A LICENSED PROFESSIONAL BEFORE MAKING HEALTHCARE OR BUSINESS DECISIONS.
13. Third Party Services and Products Disclaimer. The Company may provide you with third-party recommendations for services or products such as marketing, photograph, business, health, or other related services or products. These recommendations are for information purposes only. You therefore voluntarily and expressly agree to assume all risks associated with choosing to purchase third party products or services, including any damages that may result therefrom, whether the risk was known or unknown, and of every kind or character.
14. Indemnification. If your actions or omissions cause harm to another person or property during your participation in the Services, including, without limitation, violation of intellectual property rights, then you agree to indemnify, defend, and hold harmless the Company and its owners, directors, officers, employees, independent contractors, volunteers, agents, subsidiaries, parent, successors, and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and attorneys’ fees, that are incurred by Indemnified Party, and awarded against Indemnified Party in a final judgment, administrative proceeding, or any alternative dispute resolution proceeding.
15. Limitation of Liability. IF THERE IS A DISPUTE BETWEEN YOU AND THE COMPANY, OR BETWEEN YOU AND THE COMPANY’S OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS, VOLUNTEERS, OR AGENTS (COLLECTIVELY REFERRED TO AS THE “COMPANY” HEREIN), THEN YOU AGREE TO LIMIT THE AMOUNT OF POTENTIAL MONETARY DAMAGES THAT YOU COULD ULTIMATELY BE AWARDED TO THE LESSOR OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT OF MONEY YOU PAID TO THE COMPANY FOR THE SEVICES. YOU FURTHER AGREE THAT THE COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT, HOWEVER ARISING, WHETHER AN ACTION AT LAW OR IN EQUITY, AND REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, ETC.).
16. Relationship of the Parties. Neither party will have authority to enter into any contract, agreement or other commitment, or incur any obligation or liability, in the name or otherwise on behalf of the other party. This Agreement does not create a partnership, joint venture, agency, or employee-employer relationship of any kind. You and the Company shall be independent contractors of each other for all purposes, and neither party’s employees will be considered an agent or employee of the other party for any purpose. FURTHER, NEITHER PARTIES EMPLOYEES ARE ELIGIBLE FOR EMPLOYMENT BENEFITS FROM THE OTHER PARTY, INCLUDING UNEMPLOYMENT, DISABILITY OR WORKERS’ COMPENSATION BENEFITS, AND THE COMPANY AGREES TO BE SOLELY RESPONSIBLE FOR PAYMENT OF FEDERAL, STATE AND LOCAL TAXES OR OTHER ASSESSMENTS IMPOSED BY LAW WITH RESPECT TO PAYMENTS MADE BY YOU TO THE COMPANY UNDER THIS AGREEMENT.
17. Miscellaneous.
17.1. Governing Law & Venue. This Agreement will be governed by the laws of the State of Colorado without giving effect to any choice or conflict of law principles of any jurisdiction. The parties hereto agree to submit to the exclusive jurisdiction of either the Courts of the State of Colorado located in Denver, Colorado, or United States Federal District Courts within Denver, Colorado and agree to accept service of process by registered or certified mail, return receipt requested, in accordance with Colorado or Federal rules of civil procedure.
17.2. Dispute Resolution with the Company. If any dispute arises among the parties, then they shall negotiate in good faith to resolve the dispute. Any dispute which the parties cannot resolve by negotiation shall, except as otherwise set forth herein, be submitted to mediation before a mediator agreed upon by the parties, or, if the parties cannot agree upon a mediator, a mediator shall be selected by the Judicial Arbiter Group in Denver, Colorado, or, if that company no longer exists, a mediator shall be selected by the American Arbitration Association. If a dispute is not resolved within thirty days of the holding of a mediation session, the dispute shall be submitted to binding arbitration in Denver, Colorado before an arbitrator agreed upon by the parties, or, if the parties cannot agree upon an arbitrator, then an arbitrator from the Judicial Arbiter Group, or, if that company no longer exists, the American Arbitration Association in accordance with its Commercial Arbitration Rules, except that any action for injunctive relief shall be resolved in the county or district courts of Denver, Colorado. Judgment upon the award rendered by said arbitration may be entered in any court having jurisdiction thereof.
17.3. Dispute Resolution between Participants. Some Services offered by the Company require group participation during live events. If a dispute arises between you and another Participant, then you should attempt to privately resolve the dispute respectfully and amicably with the other Participant. If you are uncomfortable addressing the dispute directly with the other Participant, or if the dispute persists after your attempt at resolving the problem yourself, then please notify the Company immediately in writing. Your notice should state the date, your name, the name of others involved in the dispute, and a brief description of the issue. After receiving your notice, the Company will assess the situation and decide how to proceed in its sole and absolute discretion, which may include temporarily or permanently removing any party to the dispute from group participation. This Section only applies to your continued involvement in group participation as it relates to the Services. This Section DOES NOT grant you a right of indemnification and the Company WILL NOT pursue legal action on your behalf against another Participant.
17.4. Severability. Any provision of this Agreement that is determined by any court of competent jurisdiction to be invalid or unenforceable will not affect the validity or enforceability of any other provision hereof. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
17.5. Amendments & Waivers. No amendment of any provision of this Agreement will be valid unless the amendment is in writing and signed by you and the Company. Waivers are valid only if in writing and signed by the party so waiving. The failure of a party at any time to require performance of any provision of this Agreement will not affect such party’s rights at a later time to enforce such provision. No waiver by any party of any breach of this Agreement will be deemed to extend to any other breach hereunder or affect in any way any rights arising by virtue of any other breach.
17.6. Authority & No Inducement. I affirm that I am at least eighteen (18) years of age, and, if I am paying the Services on behalf of a business, that I have the legal authority to bind such business to this Agreement. I confirm that no inducement, statement or representations have been made by the Company that are not set forth in this Agreement, and that I did not rely on any inducements, statements or representations not set forth herein.
17.7. Non-Exclusivity. This Agreement is not exclusive to either party, and either party is allowed to enter into other coaching agreements on similar or different terms as those contained herein.
17.8. Entire Agreement. This Agreement, the Community Code of Conduct, and any other agreement which expressly incorporates this Agreement by reference, constitutes the entire understanding of the parties and supersedes any and all prior or contemporaneous understandings, promises, or agreements between the parties.
