Coaching Program Enrolment Agreement
By clicking “I Agree” and entering your credit card information, or otherwise enrolling, electronically, verbally, or otherwise, in the program, you (“Client”) are entering into a legally binding agreement with Valerie Bottazzi and Valerie Bottazzi Llc (Coach), according to the following terms and conditions.
WHEREAS, Coach has the capability and capacity to provide certain services and programs for coaching, life coaching, transformation coaching, business education, consulting, and business-coaching; and
WHEREAS, Client desires to receive certain consulting services from Coach, and Coach desires to provide such services on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Client and Coach hereby agree as follows:
- Services. Coach shall provide to Client the services (the “Services” or the “Program”) set out in one or more statements of work to be issued by Client and accepted by Coach (each, a “Statement of Work”) from time to time. The initial accepted Statement of Work is attached hereto as Exhibit A. Additional Statements of Work shall be deemed issued and accepted only if signed by an authorized representative of Coach and the Client, and all Statements of Work shall be deemed incorporated herein. The Parties agree that the Services to be rendered are in the nature of consulting and education. Client shall cooperate with Coach in its performance of the Services.
- Fees and Related Items.
- In consideration of the provision of the Services by the Coach and the rights granted to Client under this Agreement, Client shall pay the fees set forth in Coach’s the applicable Statement of Work (the “Fees”). Payment to Coach of such Fees pursuant to this Section 2 shall constitute payment in full for the performance of the Services. Client has independently evaluated its ability to pay the Fees with Client’s independent consultants, in light of Client’s financial position and circumstances, and verifies that it is able to pay the Fees and will not be unduly burdened by payment of the Fees. Upon execution of this Agreement, Client shall be responsible for the full extent of the Fees, regardless of whether Client completes the full extent of Services offered by Coach. Coach shall not be obligated to invoice Client for payments hereunder. Coach will provide Client with payment receipts that will be sent via email to Client’s email address of record. Client’s acceptance of this Agreement comprises Client’s authorization for all charges set forth in this Agreement on the dates set forth herein. In the event that Client terminates the Services prior to the completion of the Services, Client shall be responsible for payment of all Fees set forth herein. Upon execution of this Agreement, all payments towards the Fees shall be collectible and non-refundable on the dates set forth herein.
- Chargebacks and Payment Security. To the extent that Client provides Coach with credit card(s) information for payment on Client’s account for the Services, Coach shall be authorized to charge Client’s credit card(s) (collectively, a “Credit Card”) automatically for any unpaid Fees and other charges payable on the dates set forth herein. If Client uses a multiple-payment plan to make payments to Coach, Coach shall be authorized to charge Client’s Credit Card for all such Fees and other charges at the time they are due and shall not require separate authorization in order to do so. Client shall not make any chargebacks to Coach’s account or cancel the Credit Card without Coach’s prior written consent. Client is responsible for any fees associated with recouping payment on chargebacks and any collection fees associated therewith. Client shall not change any of the Credit Card information provided to Coach without notifying Coach in advance in writing.
- Late Payments. All late payments of Fees shall bear interest at the lesser of the rate of ten percent (10%) per annum or the highest rate permissible under Nevada law, calculated daily and compounded monthly. Client shall also reimburse Coach for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which Coach does not waive by the exercise of any rights hereunder), Coach shall be entitled to suspend the provision of any Services if the Client fails to pay any amounts/fees when due hereunder. Further, Coach shall be entitled to terminate the Agreement in accordance with Section 8.
- Limited Warranty and Limitation of Liability.
- Coach warrants that it shall perform the Services:
- In accordance with the terms and subject to the conditions set forth in the respective Statement of Work and this Agreement.
- Using personnel of commercially reasonable skill, experience, and qualifications.
- In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
- Coach’s sole and exclusive liability and Client’s sole and exclusive remedy for breach of this warranty shall be as follows:
- Coach shall use reasonable commercial efforts to promptly cure any such breach; provided, that if Coach cannot cure such breach within a reasonable time (but no more than 30 days) after Client’s written notice of such breach, Client may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 2.
- In the event the Agreement is terminated pursuant to Section 3.2(a) above, Coach shall within 30 days after the effective date of termination, refund to Client any fees paid by the Client as of the date of termination for the Service or Deliverables (as defined in Section 4 below), less a deduction equal to the fees for receipt or use of such Deliverables or Service up to and including the date of termination on a prorated basis.
- The foregoing remedy shall not be available unless Client provides written notice of such breach within 30 days after delivery of such Service or Deliverable to Client.
- COACH MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 3.1, ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING ANY OF THE FOREGOING, Coach and its affiliates HEREBY disclaim the implied warranties of titles, merchantability, and fitness for a particular purpose.
- Coach warrants that it shall perform the Services:
- Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to Client under this Agreement or prepared by or on behalf of the Coach in the course of performing the Services, including any items identified as such in the Statement of Work (collectively, the “Deliverables”) except for any Confidential Information of Client or Client materials shall be owned by Coach. Coach hereby grants Client a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Client to make reasonable use of the Deliverables and the Services, provided, that, Client shall not be authorized to share, copy distribute, or otherwise disseminate any of the Deliverables electronically or otherwise without the prior written consent of Coach. Client agrees not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any of the Deliverables, any use of the Program, or any access to the Program. This Agreement is not transferable or assignable by Coach without Coach’s prior written consent.
- Confidentiality. From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed and within 30 days thereafter, is summarized in writing and confirmed as confidential (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 5; (b) is or becomes available to the Receiving Party 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; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard 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, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.
Further, to the extent Client participates in group-coaching programs or interacts with other clients of Coach, Client agrees that information received by Client about other clients of Coach shall be considered Confidential Information and not to be disclosed by Client without the prior written consent of the disclosing party.
If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of this Section 5 only, Receiving Party’s Group shall mean the Receiving Party’s affiliates and its or their employees, officers, members, managers, agents, Coach, sublicensees, subcontractors, attorneys, accountants, and financial advisors.
- Course Rules. To the extent that Client interacts with Coach staff and/or other Coach clients, Client agrees to at all times behave professionally, courteously, and respectfully with staff and clients. To the extent that Client attends Coach’s seminars/workshops, Client shall not mass-distribute marketing materials to, or mass-solicit other attendees of Coach’s seminars. Client agrees to abide by any course rules/regulations presented by Coach. The failure to abide by course rules shall be cause for termination of this Agreement. In the event of such termination, Client shall not be entitled to recoup any amounts paid and shall remain responsible for all outstanding amounts of the Fees and other charges hereunder.
- No Substitute for Medical Treatment. Client agrees to be mindful of his/her own well-being during the Program and seek medical treatment (including, but not limited to psychotherapy), if needed. Client acknowledges that Coach does not provide medical, therapy, or psychotherapy services and that Coach shall not be responsible for any decisions made by Client as a result of the coaching and/or any consequences thereof.
- Term, Termination, and Survival.
- This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work (the “Term”), unless sooner terminated pursuant to Section 8.2 or Section 8.3.
- Either Party may terminate this Agreement, effective upon written notice to the other Party if the other Party breaches this Agreement. In the event that Coach terminates the Agreement under this Section 8.2, all remaining amounts of all Fees and other payment obligations hereunder shall become immediately due and payable and Client shall not be entitled to recoup any amounts paid hereunder;
- Notwithstanding anything to the contrary in Section 8.2, Coach may terminate this Agreement before the expiration of the Term on written notice if Client fails to pay any amount when due hereunder: (a) and such failure continues for sixty (60) days after Client’s receipt of written notice of nonpayment; or (b) more than two (2) times during the Term. Further, in the event that Client fails to pay any amount when due hereunder, Coach reserves the right to cease providing further services to Client until Client pays all amounts then due and outstanding. In the event that Client terminates the Agreement under this Section 8.3, all remaining amounts of all Fees and other payment obligations hereunder shall become immediately due and payable and Client shall not be entitled to recoup any amounts paid hereunder;
- The rights and obligations of the parties set forth in this Section 8 and in Sections 4, 5, 9, 11, 21, and 22, and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
- Limitation of Liability.
- EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, CLIENT HEREBY releases COACH and its managers, members, employees, agents, affiliates, and successors from any and all damages OR OTHER LIABILITIES that may result from, or arise out of, this Agreement, to the fullest extent permitted by law. In the event that, notwithstanding the foregoing, Coach is deemed to be liable to Client, COACH’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF (A) THE TOTAL FEES CLIENT PAID TO COACH IN THE ONE (1) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND DOLLARS ($1,000).
- ASSUMES ANY AND ALL RISKS OF DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT AND THE SERVICES PROVIDED HEREUNDER. COACH SHALL NOT BE LIABLE FOR LOSS OR DAMAGE TO CLIENT OR ANY PROPERTY OF CLIENT EXCEPT AS EXPRESSLY SET FORTH HEREIN.
- IN NO EVENT SHALL COACH BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT COACH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
- Disclaimers. Client acknowledges and agrees that she/he is fully responsible for her/his progress and results from the Program. Client acknowledges and agrees that she/he is the one vital element to the Program’s success and that Coach cannot control Client and/or Client’s participation. Client commits to accepting assignments/exercises/sessions presented by Coach and, to the extent that assignments/exercises/sessions require group participation, participating fully for the benefit of all members. If Client is unwilling/unable to participate in exercises/assignments/sessions in good faith, this Agreement may be terminated at Coach’s option without recourse or refund of any kind to Client. Coach makes no representations, warranties, or guarantees verbally or in writing regarding performance of this Agreement other than those specifically enumerated herein. Client acknowledges and agrees that, because of the nature of Coach’s services and extent of its clients’ participation in Coach’s exercise(s)/recommendation(s), the results experienced by clients significantly vary. Client acknowledges and accepts responsibility for such variance.
- Indemnification. Client shall defend, indemnify, and hold harmless Coach and its managers, members, employees, affiliates, and successors from and against any and all claims, damages, judgments, awards, settlements, investigations, costs, attorneys’ fees, costs and disbursements (collectively, the “Claims”) arising out of or relating to the Services or this Agreement, excluding, however, any such Claims which may result from a breach of this Agreement by Coach or the sole negligence or willful misconduct of Coach, or any of its managers, members, employees, affiliates, or successors.
- Entire Agreement. This Agreement, including and together with any related Statements of Work, exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. The parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Statement of Work, the terms and conditions of this Agreement shall supersede and control.
- Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”, and with the correlative meaning “Notify”) must be in writing and addressed to the other Party at its physical address or email address set forth in the first paragraph of this Agreement (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier, certified or registered mail (in each case, return receipt requested, postage prepaid), or by email (with confirmation of transmission by the receiving party). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section 13.
- Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
- Amendments. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.
- Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
- Assignment. Neither of the Parties shall assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party. Any purported assignment or delegation in violation of this Section 17 shall be null and void.
- Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
- Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other forms of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
- No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
- Choice of Law. This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Nevada, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Nevada.
- Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than the US District Court for the District of Nevada or, the courts of the State of Nevada sitting in Clark County, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the US District Court for the District of Nevada or the courts of the State of Nevada sitting in Clark County. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
- Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in Section 13, a signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
- Miscellaneous. All exhibits attached to this agreement will be deemed a part of this agreement and incorporated herein by reference. The term “agreement” refers to this Service Agreement and all of the exhibits attached hereto.
Each party represents and warrants that, on the date first written above, they are authorized to enter into this Agreement.
SERVICES “90-MINUTE COACHING SESSION”
90-MINUTES of individual coaching to be received within 30 days of purchase.