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PLEASE READ
THIS DOCUMENT CAREFULLY. IT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR
RIGHTS AND OBLIGATIONS, INCLUDING LIMITATIONS AND EXCLUSIONS THAT MIGHT APPLY TO
YOU. THESE TERMS AND CONDITIONS APPLY TO THE PURCHASE AND
SALE OF PRODUCTS AND SERVICES THROUGH ENTREPRENEUR SOUL
PURPOSE SOUL COACH’S WEB SITE (“WEB SITE”). BY PLACING AN ORDER FOR SUCH
PRODUCTS AND SERVICES YOU AGREE TO BE BOUND BY AND ACCEPT THESE TERMS AND
CONDITIONS. Herein, Entrepreneur Soul Purpose Soul Coach will be referred to as
“Consultant.”
Client Understands And Acknowledges That
By Clicking “I Accept”, Client Is Entering Into An Electronic Agreement, And
Client Intends To Be Bound By Its Terms And Conditions with Consultant. A
facsimile, electronic, or e-mailed executed copy of this Agreement, with a
written or electronic signature, shall constitute a legal and binding instrument
with the same effect as an originally signed copy.
CLIENT
UNDERSTANDS THAT CLIENT MAY PRINT OUT THE AGREEMENT AND FAX OR MAIL IT TO
CONSULTANT AT BUSINESS ADDRESS BELOW IF CLIENT DOES NOT WISH TO SEND IT
ELECTRONICALLY:
Sasha
Sabbeth
2777 Yulupa
Ave. #333
Santa
Rosa, CA 95405
O
I
ACCEPT.
Fill out this
section only if Agreement will not be electronically delivered.
Name:______________________________________
Address:
__________________________________________
Email:
____________________________________________
Signature:
_
Date:
________
1.
Services To Be Performed
Consultant
agrees to perform the coaching services as explained in the selected program
or package Website description and/or is verbally informed by Consultant and
Consultant’s identified staff. These services are related to education,
consulting, coaching, putting on seminars, and/or other public events.
Consultant may also supply Client with other products or services that may be
mutually agreed upon by both Parties. Consultant reserves the right to
substitute services equal to or comparable to those contracted for by Client.
2.
Payment
In consideration
for the services to be performed by Consultant listed in Paragraph 1, Client shall pay for
services according to the payment schedule set forth on the Website,
verbally communicated by Consultant, communicated by Consultant’s staff upon
authorization of Consultant, and the payment plan Website options selected by
Client (the "Fee").
Consultant’s
receipt of an electronic or other form of order does not signify its
acceptance of Client’s order, nor does it constitute confirmation of
Consultant’s offer to provide services or products. Consultant reserves the
right at any time after receipt of Client’s order to accept, decline, or
limit Client’s order for any reason, whether or not Client’s credit card has
been charged. If Consultant accepts Client’s
order, she will send a confirmation to Client, either electronically or in
writing. If Consultant chooses to decline or limit Client’s order,
appropriate refunds and adjustments will be issued in a timely manner.
EXCEPT AS OTHERWISE PROVIDED IN PARAGRAPH
NINE OF THIS AGREEMENT, CLIENT AGREES NOT TO CANCEL CONSULTANT’S COMPENSATION BY
MEANS OF A STOP PAYMENT ON A CHECK, A CREDIT/DEBIT TRANSACTION REVERSAL, OR ANY
OTHER MONETARY TRANSACTION AGAINST ENTREPRENEUR SOUL PURPOSE SOUL COACH.
For any payments
Client makes to Consultant, Client agrees to pay Consultant for all fees and
costs caused by: (1) Any bad or returned checks that Client writes; (2) Any
rejected or returned credit/debit transactions that Client authorizes; or (3)
Any claim or arbitration Client initiates against Consultant based on
Consultant’s mistake or inadvertence, if such claim is decided in Consultant’s
favor.
A fee of $25.00
will be applied to total balance due for any bad or returned checks that Client
writes as payment to Consultant.
3. Terms
of Payment/ Chargebacks
Consultant
shall be paid according to the Schedule of Payments set forth in Paragraph 2.
Consultant shall be authorized to charge Client’s credit cards provided to
Consultant for any unpaid charges on the dates due. If Client utilizes a
multiple payment plan, Consultant shall not be required to have separate
authorization for each multiple payment, but may charge Client’s credit card as
the fee is due. Client shall not cancel said credit card or make any charge
backs to Consultant’s account without Consultant’s prior written consent.
4. Late
Fees
If a payment
plan option is applied, late payments by Client shall be subject to late penalty
fees of ten per cent (10.0%) per annum from the due date until the amount is
paid. Consultant shall send Client an invoice monthly for payments that are due
according to payment arrangements referenced in Paragraph 2. Client shall pay
Consultant within five days from the date of each invoice. If Client pays for
services via credit card merchant services companies, the date on which the
payment is made electronically shall be considered the date of payment for
purposes of calculating late charges.
5.
Expenses
Client shall
reimburse Consultant for all reasonable travel and living expenses necessarily
incurred by Consultant while away from Consultant's regular place of business to
perform services under this Agreement. Consultant shall submit an itemized
statement of such expenses. Client shall pay Consultant within ten (10) days
from the date of each statement.
6.
Materials
Consultant
will furnish all materials, equipment, and supplies used to provide the services
required by this Agreement, except as otherwise expressly provided for in this
Agreement.
7.
Intellectual Property Ownership
Nothing in
this Agreement shall be construed as Consultant granting to Client a license to
use anything created or developed by Consultant for Client under this Agreement
(“Contract Property”), except for Client’s own personal use. Consultant shall
retain all copyrights, patent rights and other intellectual property rights to
the Contract Property, and Client expressly agrees not to transfer said rights
to any third party without express written permission of Consultant, which shall
be withheld by Consultant in Consultant’s own discretion.
Consultant
owns or holds a license to use and/or sublicense various materials in existence
before the start date of this Agreement (“Consultant's Materials”). Consultant's
Materials include, but are not limited to, those items identified in Schedule A,
attached hereto and incorporated herein by reference. Consultant may, at its
option, include Consultant's Materials in the work performed under this
Agreement. Consultant retains all right, title and interest, including all
copyrights, patent rights and trade secret rights in Consultant's Materials.
Client expressly agrees not to reproduce, replicate, sell, trade or exploit for
any commercial purposes, any part of the Consultant’s services or products.
8. Term
of Agreement/Effective Date
This
Agreement shall be conditioned on and effective upon Consultant’s execution of
this Agreement either by physical document or by accepting the terms of this
Agreement electronically, and will terminate on the earlier
of:
- The
date Consultant completes the services required by this Agreement;
or
- The
date a party terminates the Agreement as provided for in Paragraph
9.
9.
Terminating the Agreement/Refunds
1. Client (and in the case of death or
incapacity, his/her agent, guardian or conservator) has the right to terminate
this Agreement with Consultant within 3 business days of payment, by calling,
sending an email or sending a writing through the U.S. Postal System or by
facsimile. After three business days have elapsed, Client shall not have the
right to terminate this Agreement except for the following
reasons:
a.
Death of the
Client;
b.
Death of the
Consultant;
c.
Mental incapacity of the
Client as certified by a licensed medical
practitioner;
d.
Mental incapacity of the
Consultant as certified by a licensed medical
practitioner;
e.
Physical incapacity of the
Consultant to deliver services contracted for due to illness or accident, except
that such capacity shall not invalidate the Agreement if the Consultant shall be
able to resume performing services within 6 months of said physical incapacity,
or some other time period mutually agreed upon by Consultant and
Client;
f.
A material violation of this
Agreement by Consultant.
2. Consultant (and in the case of death or
incapacity, her agent, guardian or conservator) shall have the right to
terminate this Agreement in the event of:
a. A
material violation of this Agreement by Client;
b.
Non-payment of Consultant’s compensation after 20 days’ written demand for
payment;
c. Death of
the Client;
d. Death of
the Consultant;
e.
Mental incapacity of the
Client as certified by a licensed medical
practitioner;
f.
Mental incapacity of the
Consultant as certified by a licensed medical practitioner;
g.
Physical incapacity of the
Consultant to deliver services contracted for due to illness or accident,
except that such capacity shall not invalidate the Agreement if the
Consultant shall be able to resume performing services within 6 months of
said physical incapacity, or some other time period mutually agreed upon by
Consultant and Client.
Party (or
his/her agent) terminating the Agreement shall give the other party written
notice of the cause for termination. Consultant shall be entitled to full
payment for services performed prior to the effective date of termination, in
the event of death or incapacity of the Client. In the event of a material
violation of the Agreement by Client, or for any other reason, Client shall not
be entitled to any refund whatsoever.
10.
Independent Contractor Status
Consultant
is an independent contractor, not Client's employee. Consultant's employees or
subcontractors are not Client's employees. Consultant and Client agree to the
following rights consistent with an independent contractor
relationship:
1.
Consultant has the right to
perform services for others during the term of this
Agreement;
2.
Consultant has the sole
right to control and direct the means, manner, and method by which the
services required by this Agreement will be
performed;
3.
Consultant has the right to
hire assistants as subcontractors or to use employees to provide the services
required by this Agreement;
4.
Consultant or Consultant's
employees or subcontractors shall perform the services required by this
Agreement; Client shall not hire, supervise or pay any assistants to help
Consultant;
5.
Neither Consultant nor
Consultant's employees or subcontractors shall receive any training from
Client in the skills necessary to perform the services required by this
Agreement;
6.
Client shall not require
Consultant or Consultant's employees or subcontractors to devote full time to
performing the services required by this Agreement;
7.
Neither Consultant nor
Consultant's employees or subcontractors are eligible to participate in any
employee pension, health, vacation pay, sick pay, or other fringe benefit
plan of Client.
11.
Local, State, and Federal Taxes
Consultant
shall pay all income taxes and FICA (Social Security and Medicare taxes)
incurred while performing services under this Agreement and/or having employees
perform services under this agreement. Client will not:
1.
Withhold FICA from
Consultant's payments or make FICA payments on Consultant's
behalf;
2.
Make state or federal
unemployment compensation contributions on Consultant's behalf;
or
3.
Withhold state or federal
income tax from Consultant's payments.
The charges
included here do not include taxes. If Consultant is required to pay any
federal, state, or local sales, use, property, or value added taxes based on the
products or services provided under this Agreement, the taxes shall be
separately billed to Client. Client shall be responsible for paying any interest
or penalties incurred due to late payment or nonpayment of any taxes by
Client.
12. Entire
Agreement.
This
Agreement and the other writings referred to herein constitute the entire
Agreement of Consultant and Client pertaining to the subject matter contained in
it, and supersede all prior or contemporaneous agreements, representations and
understandings of Consultant and Client. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing by both
Consultant and Client. No waiver of any of
the provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provision, whether or not similar, nor shall any waiver constitute a
continuing waiver. No waiver shall be binding unless executed in writing by the
party making the waiver
In the event
of any conflict between this Agreement and any marketing materials used by
Consultant, this Agreement shall be controlling.
13.
Modifying the Agreement
Client and
Consultant recognize that:
1.
Consultant's original cost and
time estimates may change due to unforeseen events or to factors unknown to
Consultant when this Agreement was made;
2.
Client may desire a
mid-project change in Consultant's services that would add time and cost to the
project and possibly inconvenience Consultant; or
3.
Other provisions of this
Agreement may be difficult to carry out due to unforeseen
circumstances.
If any
intended changes or any other events beyond the parties' control require
adjustments to this Agreement, the parties shall make a good faith effort to
agree on all necessary particulars. Such agreements shall be put in writing,
signed by the parties, and added to this Agreement.
14.
Non-Disparagement/Dispute Resolution
In the event
of a dispute between Client and Consultant, Parties agree that neither will
engage in any conduct, or communications, whether it be private or public, that
will disparage the other party. If a dispute arises under this Agreement, the
parties agree to first try to resolve the dispute with the help of a mutually
agreed-upon mediator in Sonoma
County. Any costs and fees other than Consultant and Client’s
attorney fees associated with the mediation shall be shared equally by the
parties. If it proves impossible to arrive at a mutually satisfactory solution
through mediation, the parties agree to submit the dispute to a mutually
agreed-upon arbitrator in Sonoma County.
Judgment upon the award rendered by the arbitrator may be entered in any court
having jurisdiction to do so. Costs of arbitration, including attorney fees,
will be allocated by the arbitrator.
15.
Limited Liability
This
provision allocates the risks under this Agreement between Consultant and
Client. Consultant's pricing reflects the allocation of risk and limitation of
liability specified below. Consultant's total liability to Client under this
Agreement for damages, costs, and expenses shall not exceed the compensation
received by Consultant under this Agreement.
NEITHER PARTY TO THIS AGREEMENT SHALL BE
LIABLE FOR THE OTHER'S LOST PROFITS OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN
ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH
DAMAGES.
16.
Notices
All notices
and other communications in connection with this Agreement shall be in writing
and shall be considered given as follows:
1.
When delivered personally to
the recipient's address as stated on this Agreement;
2.
Three days after being
deposited in the United States mail, with postage prepaid to the recipient's
address as stated on this Agreement; or
3.
When sent by fax or electronic
mail, such notice is effective upon receipt provided that a duplicate copy of
the notice is promptly given by first class mail, or the recipient delivers a
written confirmation of receipt.
17.
Consultant Privacy Policy.
Consultant
does not collect any Personally Identifiable Information (“PII”) about Client
unless Client voluntarily provides it to Consultant. Client provides such
information when he/she:
1.
Registers for Consultant’s
events and registers his/her email address with
Consultant;
2.
Signs up for special offers
from selected third parties;
3.
Sends email messages,
submits forms or transmits other information by telephone or letter;
or
4.
Submits his/her credit card
or other payment information when ordering and purchasing products and/or
services on Consultant’s Web site.
Consultant
will primarily use Client’s PII to provide its services to Client, as required
by the Agreement. Consultant does not sell, trade or rent Client’s PII to
others. Consultant does provide some of its services through contractual
arrangements with third parties, service providers and/or partners. Consultant
encourages its service partners to adopt and post privacy policies. However, the
use of Client’s PII by Consultant’s service partners is governed by their
privacy policies, and is not subject to Consultant’s control.
Occasionally
Consultant may be required by law enforcement or judicial authorities to provide
PII to the appropriate governmental authorities. Consultant will disclose PII
upon receipt of a court order, subpoena, or to cooperate with a law enforcement
investigation. Consultant fully cooperates with law enforcement agencies in
identifying those who use Consultant’s services for illegal activities.
Consultant reserves the right to report to law enforcement agencies any
activities that Consultant in good faith believes to be unlawful.
Personal
information that Client provides that is not PII also resides on a secure
server, and is only accessible via Consultant’s password. Since this information
is not accessible from outside Consultant’s web site, Client will not be asked
to select a password in order to view or modify such information. In order to
most efficiently serve Client, credit card transactions and order fulfillment
are handled by established third party banking processing agents and
distribution institutions, who verify and authorize Client’s credit or debit
card or other payment information and process and/or ship Client’s
order.
As no data
transmission over the Internet or any wireless network can be guaranteed to be
100% secure, Client acknowledges by accepting this Agreement that: (a) there are
security and privacy limitations which are beyond Consultant’s control; (b) the
security, integrity and privacy of any and all information and data exchanged
between Consultant and Client cannot be guaranteed; and (c) any such information
and data may be viewed or tampered with by a third
party.
18.
No
Guarantee
Client agrees
that she/he is responsible for his/her progress and results from Consultant’s
coaching. Consultant makes no representations, warranties or guarantees of any
kind, including warranty of title, merchantability, fitness of purpose or
others. Because each individual is unique, Consultant cannot guarantee that her
coaching or other products and services will meet Client’s needs, or that Client
will achieve the goals he/she has set out for
himself/herself.
19.
No
Partnership
This
Agreement does not create a partnership relationship. Neither party has
authority to enter into contracts on the other's behalf.
20.
Use of Course Materials
Client
consents to recordings being made of courses. Consultant reserves the right to
use at her sole discretion, course materials, videos and audio recordings of
course and materials submitted by Client in the context of her coaching/
seminars for future lecture, coaching or marketing materials and further goods
or services provided by the Consultant without compensation to the Client.
Client consents to its name, voice and likeness being used by Company for future
coaching/seminars and marketing materials and further goods or services without
compensation to the Client.
21.
Governing Law and Statutes of
Limitation.
This site is
controlled by Consultant from its offices within the State of
California, United
States of America. It can be
accessed from all 50 states, as well as from other countries around the
world. As each of these places has laws that may differ from those of
California, by accessing this site, Client and Consultant agree that the
statutes and laws of the State of California, without regard to the conflicts
of laws principles thereof, will apply to all matters relating to the use of
this site and the purchase of products and services available through this
site. In the event of an
arbitration, Consultant and
Client agree and hereby submit to the exclusive personal jurisdiction and
venue of the Superior
Court of Sonoma County and
the United States District Court for the Northern District of California with
respect to such matters. Any dispute arising from participation in an
Entrepreneur Soul Coach service or event must be instituted within one year
after the event or be deemed forever waived and barred.
20.
Assignment and Delegation
Client may
assign its rights or may delegate its duties under this Agreement in the event
Client is unable to use all the services for which he/she contracted. Client
shall not be entitled to a refund, but shall be allowed to negotiate full or
partial reimbursement with the assigned party.
21.
Effect of Headings.
The subject
headings of the paragraphs and subparagraphs of this Agreement are included for
the purposes of convenience only, and shall not affect the construction or
interpretation of any of its provisions.
22.
Construction.
The
provisions of this Agreement shall be construed as a whole according to their
common meaning and not strictly for or against any party, this Agreement having
been negotiated at arm’s length.
23.
Parties in Interest.
Nothing in
this Agreement, whether express or implied, is intended to confer any rights or
remedies under or by reason of this Agreement on any persons other than
Consultant and Client, nor is anything in this Agreement intended to relieve or
discharge the obligation or liability of any third persons to Consultant or
Client.
24.
Force Majeure.
In addition
to any excuse provided by applicable law, Consultant shall be excused from
liability for non-delivery or delay in delivery of products and services
available through its site arising from any event beyond its reasonable control,
whether or not foreseeable by either party, including but not limited to, labor
disturbance, war, fire, accident, adverse weather, inability to secure
transportation, governmental act or regulation, and other causes or events
beyond Consultant’s reasonable control, whether or not similar to those which
are enumerated above.
25.
Further Assurances.
Consultant
and Client shall cooperate, take such actions and execute, acknowledge where
required, and deliver such additional documents or instruments as may be
reasonably necessary under the circumstances to effectuate the intent of this
Agreement.
26.
Counterparts.
This
Agreement may be executed in counterparts, each of which shall be deemed an
original (including copies sent to a party by telecopy or facsimile
transmission), and which together shall constitute one and the same
Agreement.
27.
Time.
Time is of
the essence of this Agreement.
28.
Joint and Severable.
Each
provision of this Agreement is joint and severable. Should any provision of this
Agreement be found to be invalid, it shall not affect the validity of the other
remaining provisions of this Agreement.
29.
Survivability.
The
ownership, non-circumvention, non-disparagement, proprietary rights and
confidentiality provisions, and any provisions relating to payment for services
rendered as set forth in this Agreement, and any other provisions that by their
context Consultant and Client intend to have survive, shall survive this
Agreement.
30. No Substitute For Medical
Treatment:
Client agrees to be mindful of his/her own
wellbeing during the services rendered by Consultant. Client is to be mindful
and to seek medical treatment (including, but not limited to psychotherapy),
if needed. Consultant does not provide medical or psychotherapy services.
Consultant is not responsible for any decisions made by Client as a result of
the coaching and any consequences thereof.
31.
Confidentiality:
The term “Confidential Information” shall mean
information which is not generally known to the public relating to the Client’s
business or personal affairs. Consultant agrees not to disclose, reveal or make
use of any Confidential Information learned of through its transactions with
Client, during discussion with Client, the coaching session with Consultant, or
otherwise, without the written consent of Client. Consultant shall keep the
Confidential Information of the Client in strictest confidence, shall use its
best efforts to safeguard the Client’s Confidential Information, and to protect
it against disclosure, misuse, espionage, loss and theft.
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