Terms and Conditions for Coaching and Programs provided by Bethany Perry and Bethany Fit LLC.
1. Scope of Services Client hereby retains Bethany Perry (further referred to as BP) as a coach. Package and session details provided are detailed on payment receipts.
2. Client Duties
(a) Compensation: Client agrees to pay BP a project fee according to their purchase link . BP's obligation to render services hereunder is conditioned upon Client’s payment of said fee on a timely basis. The total project fee is due prior to commencement of the services. Any additional services requested must be paid in full prior to final delivery of the services. BP reserves the right to withhold project delivery until all outstanding project fees and assessed penalties are paid in full.
(b) Tools to be Provided by Client: Client agrees to provide all tools, information and documentation that may be required by BP to effectively perform said responsibilities in connection with the performance of services.
(c) Additional Client Duties: Client is expected to attend all scheduled calls promptly and to provide minimum of 24 hour notice if a call needs to be rescheduled; be prepared with questions to get the most from each call; take action on recommended course of action after each call; communicate any concerns about the recommendations immediately; post files and documents for review at least 24 hours before scheduled calls.
3. Term The term of this Agreement is for time agreed as detailed in purchase receipt.
4. Cancellation/Refunds All sessions are non-refundable. Cancellation of this Agreement by Client will not extinguish Client’s obligation to pay the project fee specified in paragraph 2(a) for the duration of the term of this Agreement. BP may cancel this Agreement at any time for any reason by providing written notice to Client. In the event that BP cancels this Agreement, BP will provide a prorated refund of the project fees based on the work completed up until the cancellation date.
5. No Guarantees BP cannot guarantee the outcome of coaching services and BP's comments about the outcome are expressions of opinion only. BP makes no guarantees other than that the services shall be provided to Client in accordance with the terms of this agreement. Client acknowledges that BP cannot guarantee any particular results as such outcomes are based on subjective factors that cannot be controlled by BP.
(a) Client Information: Any and all Client information and data of a confidential nature, including but not limited to any and all manuscripts, written, creative, design, marketing, business and process information (hereinafter referred to as “Confidential Information”), shall be treated by BP in the strictest confidence and not disclosed to third parties or used by BP for any purpose other than for providing Client with the services specified hereunder without Client’s express written consent. Confidential Information shall not include any information which (a) becomes available to the public through no breach of confidentiality by BP, (b) was in BP's possession prior to receipt from the disclosure, (c) is received by BP independently from a third party free to disclose such information, or (d) is independently developed by BP without use of the Client’s Confidential Information. Upon request, BP hereto will promptly return or destroy all documents containing Confidential Information and delete all electronic records of or containing the same.
(b) Security: BP will protect Client manuscripts and other Confidential Information from unauthorized access. However, Client acknowledges that no data transmission over the Internet or any wireless network can be guaranteed to be 100% secure. As a result, Client acknowledges that: (a) there are security and privacy limitations of the Internet which are beyond BP's control; (b) the security, integrity and privacy of any and all information and data exchanged between BP and Client over the Internet cannot be guaranteed; and (c) any such information and data may be viewed or tampered with in transit by a third party. Client hereby acknowledges that BP is not responsible for any intercepted information sent via the internet, and Client hereby releases BP from any and all claims arising out of or related to the use of intercepted information in any unauthorized manner.
(c) Public Disclosure: Neither party may disclose the terms of this Agreement. Neither party shall make any formal or informal public statement, press release or other announcement regarding the existence or terms of this Agreement without the other party's prior written approval.
7. Independent Contractors
(a) Independent Contractor Relationship: This Agreement shall not render BP an employee, partner, agent of, or joint venturer with the Client for any purpose. BP is and will remain an independent contractor in its relationship to the Client. BP is or remains open to conducting similar tasks or activities for entities other than the Client and holds itself out to the public to be a separate business entity. BP shall retain sole and absolute discretion in the manner and means of carrying out the activities and responsibilities under this Agreement. BP shall be responsible to the ownership and management of the Client, but BP will not be required to follow or establish a regular or daily work schedule. BP will not rely solely on the equipment or offices of Client for completion of tasks and duties set forth pursuant to this Agreement. Any advice given to BP regarding services performed for the Client shall be considered a suggestion only, not an instruction. Client retains the right to inspect, stop, or alter the work of BP to assure its conformity with this Agreement and Client needs. BP and Client agree to conform to any and all IRS tests necessary to establish and demonstrate the independent contractor relationship between Client and BP.
(b) Taxes & Benefits: BP will be responsible for filing its own tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Client shall not be responsible for withholding taxes with respect to BP's compensation. BP shall have no claim against Client for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits or employee benefits of any kind. 8. Transfer of Intellectual Property Rights (a) Proprietary Rights: Provided Client has complied with the terms of this agreement, and upon final payment to BP for services, BP shall automatically thereby grant, transfer, assign and convey to Client, and its successors and assigns, all right, title, interest, ownership and all subsidiary rights, including all rights accruing to BP under the United States Copyright Act, in and to all works of authorship and all copyrights, patents, trade secrets and any other intellectual property rights, business concepts, plans and ideas, reports, manuals, documentation, that have been or will be created by BP, for Client (“the Work”) for use throughout the world in perpetuity in any manner or media whether now known or hereafter invented. BP hereby further waives any moral rights it may have with regard to Client’s uses of the Work. BP agrees, at Client’s reasonable expense, to cooperate as may be necessary to assist Client in enforcing Client’s rights in the Work. (b) Preexisting Materials: BP may include in the work produced for Client preexisting work or materials owned by or licensed without restriction to BP. To the extent that BP desires to include preexisting work or materials owned by or licensed to BP in the work produced for Client, then upon inclusion BP thereby grants to Client a nonexclusive, worldwide, royalty-free right and license to use, execute, reproduce, display, perform, create derivative works from, and distribute (internally and externally) copies of such preexisting work and materials and the right to authorize others to do so.
9. Limitation of Liability
(a) IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND
(b) IN NO EVENT SHALL A PARTY’S LIABILITY EXCEED THE FEES PAID UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY. (c) THE FOREGOING LIMITATIONS IN THIS SECTION 10 SHALL NOT APPLY TO A BREACH OF CONFIDENTIALITY BY A PARTY HEREUNDER OR THE OBLIGATIONS UNDER SECTIONS 6, 8 AND 17.
10. Neutral Construction This Agreement was prepared by BP and/or BP's legal counsel. It is expressly understood and agreed that this Agreement shall not be construed against BP merely because it was prepared by its counsel; rather, each provision of this Agreement shall be construed in a manner which is fair to both parties.
11. Assignment This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and assigns; provided, however, that Client may not assign any of its rights under this Agreement, except to a wholly owned subsidiary entity of Client. No such assignment by Client to its wholly owned subsidiary shall relieve Client of any of its obligations or duties under this Agreement.
12. Notices All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows: To BethanyFit LLC at: 49 Blueberry Hill Road, Groton CT 06340 Any party may change its address for purposes of this paragraph by giving the other parties written notice of the new address in the manner set forth above.
13. Governing Law; Venue; Mediation This Agreement shall be construed in accordance with, and governed by, the laws of the State of Connecticut as applied to contracts that are executed and performed entirely in Connecticut. The exclusive venue for any arbitration or court proceeding based on or arising out of this Agreement shall be New London County, Connecticut. The parties agree to attempt to resolve any dispute, claim or controversy arising out of or relating to this Agreement by mediation, which shall be conducted under the then current mediation procedures of The CPR Institute for Conflict Prevention & Resolution or any other procedure upon which the parties may agree. The parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration or other dispute resolution procedures.
14. Recovery of Litigation Expenses If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.
15. Severability If any term, provision, covenant, or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.