CHAPTER 3 WELLNESS
Group Coaching Terms and Conditions
The Coach and the Client enter an agreement pursuant to, and in accordance with, these terms and conditions and agree as follows:
Definitions
Unless the context requires otherwise and unless explicitly defined elsewhere in this Agreement, capitalized terms and expressions in this Agreement shall have the following meaning:
“Agreement” means these terms and conditions together with the contents of the Registration Form (upon submission by the Client);
“Attendees” means any person attending or participating in any part of the Coaching Program;
“Client” means any (natural or legal) person who has agreed to, and is therefore bound by, this Agreement;
“Coach” means Joan Mancing, d/b/a Chapter 3 Wellness LLC, having its registered business address at 600 Saint Lawrence Ln, Gibsonia, PA 15044;
“Coaching Materials” means any and all workbooks, questionnaires, (coaching) strategies, (coaching) methods, (digital) products, texts, writings, images, photos, videos, (electronic) files, (carriers with) data, software, websites, training, testing, and examination materials, as well as other materials such as analyses, reports, and documentation, including, but not limited to, preparatory materials for these materials, shared with or made available to the Client or any of the Attendees pursuant to or in connections with the Coaching Program or this Agreement;
“Confidential Information” means, in relation to a Party, all information (whether the information is in oral or written form or is recorded in any other medium): about or pertaining to (the business of) a Party, an Attendee, or their respective affiliates, clients, suppliers, or business associates (including but not limited to information on products, technology, IT operations, intellectual property rights, know-how, financial information, and personal data), which is disclosed to the other Party, its affiliates or their respective personnel or contractors (or personnel of a contractor), or which is acquired by or otherwise comes to the knowledge of the other Party) in connection with the Coaching Program; all information provided or shared in the Meetings or any other part of the Coaching Program; the contents of this Agreement; all information identified by a Party or Attendee as confidential; and all other information of which the other Party knows or should reasonably know to be of a confidential nature; “Parties” means the Coach and the Client together, and “Party” means either of the Parties;
“Party” means either of the Parties; and
“Platforms” means the platform Zoom, the website with the URL www.chapter3wellness.com, and any other platform used, provided or made available by or on behalf of the Coach in relation to the Coaching Program, including, but not limited to, platforms on which the Coaching Materials are made available and any platform or group or page within a platform, such as a Facebook group, provided or made available to the Client and the Attendees or other third parties who have access to the Coaching Program, the Coaching Materials or other (coaching) services, products or courses provided or made available by or on behalf of the Coach.
“Registration Form” means the registration form provided via www.chapter3wellness.com or otherwise to the Client by the Coach to register for the Coaching Program;
Coaching Program
Scope
By submitting the Registration Form, the Client agrees to attend and/or participate in the following coaching services made available by or on behalf of the Coach to the Client and the Attendees on the terms and conditions set out in this Agreement hereinafter referred to as; the “Coaching Program”:
The number of group coaching meetings identified in the description of the Coaching Program on the Website, provided via Zoom or through another form of communication determined by the Coach at the Coach’s sole discretion (hereinafter referred to as; the (“Meeting(s)”);
the Coaching Materials;
the Platforms;
Check-in email communications as identified in the Coaching Program description on the Website;
Summary emails after Meetings at Coach’s sole discretion; and
Private coaching sessions as identified in the Coaching Program description on the Website,
Not included
The Coaching Program does not include:
individual or one-on-one coaching beyond any sessions defined in the Coaching Program description on the Website;
any forms of communication other than as specified in clause 2.1 (unless determined otherwise by the Coach at the Coach’s sole discretion);
any additional (virtual) meetings, calls, emails, texts or other forms of communication;
any additional or ancillary information or materials;
any results in relation to or outcomes from the Coaching Program; and/or
any other services not explicitly defined as being the Coaching Program.
The Client is prohibited from having any other party join, view, listen to, or participate in the Meetings or any other part of the Coaching Program.
Admission
This Agreement constitutes an electronic contract between the Parties with the full force and effect of a handwritten signature. The Parties enter into this Agreement by submission of the Registration Form by the Client by way of clicking on the “Register” button on the Registration Form, and only after the Coach has confirmed the registration of the Client for the Coaching Program by email (the date thereof being the “Admission Date”).
Meetings
Schedule and access
The Client shall receive access to the Coaching Program on the start date for the Coaching Program identified in the description of the Coaching Program on the Website, provided that the Client shall only have access to the Coaching Program if the Client has complied with the payment obligations set out in clause 10.
The Meetings shall be held on the days and at the times provided in the description of the Coaching Program on the Website. All times on the Website are indicated in Eastern Standard Time or Eastern Daylight Time, depending upon the time of year.
The dates and times are subject to change. The Coach reserves the right to reschedule a Meeting by giving the Client reasonable notice by email at any time without any compensation being due.
The Client is not permitted to reschedule a Meeting. It is the Client’s responsibility to attend and participate in the Coaching Program. If the Client misses a Meeting or fails to attend or participate in any other part of the Coaching Program, the Client is not entitled to receive a refund or any other form of compensation or to access, attend, or participate in a substitute meeting or other service, without prior written approval from Coach, in Coach’s sole discretion.
The Coach may record the Meetings in audio and/or visual format (hereinafter referred to as; the “Recordings”). By attending or participating in any of the Meetings, the Client explicitly consents to such Recordings.
The Client acknowledges and agrees that the Coach may use, display, store, reproduce, distribute, or make available the Recordings as part of the Coaching Program, or make the Recordings accessible to other third parties who have access to the Coaching Program or other courses, services, or products provided by the Coach, either through the Platforms or by other means of access.
If the Client speaks, appears on camera, shares their screen, or otherwise participates in the Meetings, the Client acknowledges that they may be visible and/or audible in the Recordings and may be identified by name, image, voice, and any information the Client voluntarily disclosed, including, but not limited to, opinions, ideas, or experiences shared by the Client during the Meeting. The Client irrevocably waives to the fullest extent possible any personality rights, publicity rights, privacy rights, and any similar or related rights under applicable law related to such inclusion in the Recordings and waives any claim or liability against the Coach for any consequences arising from such participation.
The Coach disclaims all responsibility and liability for any consequences arising from the disclosure or inclusion of any confidential, sensitive, or personally identifying information about the Client or others shared by the Client or other participants during the Meeting, which may be included in the Recordings.
The Client agrees not to record, distribute, publish, or share any part of the Meeting, including, but not limited to, screenshots, video, or audio recordings, or to make any derivative use thereof, without the prior written consent of the Coach.
The Client hereby assigns and transfers any and all existing and future (registered and unregistered) ownership and intellectual property rights, and any other rights which the Client (directly or indirectly) holds or may hold or may become entitled to, to the extent such rights arise from or are embodied in the Recordings, free from any claims, liens, equities, charges and encumbrances. The Coach hereby accepts the assignment and transfer of such rights in relation to the Recordings.
In case the Client would accrue moral rights in any jurisdiction in relation to the Recordings, the Client irrevocably waives such moral rights to the fullest extent permitted by law.
The Client understands that the Coach may, and hereby authorizes the Coach to, edit, modify, amend, reformat, copy, reproduce, and repurpose the Recordings individually or in conjunction with other content for the purposes described in this clause and for any other related purpose. The Client waives the right to edit, modify, amend, copy, reproduce, repurpose, publish, or distribute the Recordings, or to inspect or approve the end product of the Recordings.
No Additional (coaching) Services Included
The Client is entitled to access the Coaching Program that the Client has registered for, the Platforms, and the Coaching Materials. The Client is not entitled to any additional, other, or substitute services, nor any other services, products, or materials the Coach provides.
REGISTRATION FORM
By registering via the Registration Form, the Client represents and warrants that all information provided by the Client in the Registration Form is accurate, complete, correct, and current. The Client agrees to notify the Coach by email, as soon as reasonably possible, of any information provided in the Registration Form that is inaccurate, incomplete, incorrect, or not current and provide the Coach with the information that is accurate, complete, correct, and current.
Regardless of whether a third party is or was authorized by the Client to register information in and/or submit the Registration Form for the Client, the Client is and remains at all times responsible for any and all information provided in the Registration Form and the Client is and remains bound by the provisions of this Agreement.
The Client acknowledges and agrees that the Coach may rely on the information provided by or on behalf of the Client in the Registration Form.
Client Responsibilities, disclaimers, representations and warranties
The Client represents and warrants that during and throughout the Coaching Program, the Client:
is at least 18 years of age and possesses the full legal capacity, power, and authority to enter into this Agreement;
is not bound by any agreement, obligation or legal duty that would conflict with the Client’s ability to fully comply with the terms and conditions of this Agreement;
is in good mental and emotional health and capable of engaging fully in all aspects of the Coaching Program;
is not undergoing and is not advised or aware that the Client should undergo medical or nutritional treatment or support; or that if Client is undergoing medical or nutritional treatment or support, that Client has the written approval of Client’s relevant medical, fitness, or nutrition professional to participate in the Coaching Program;
will behave in a respectful, safe, and kind manner, verbally, physically, and emotionally, towards the Coach, any third party that works with or for the Coach, and the Attendees;
will not show any aggressive, abusive, or harassing behavior towards the Coach, any third party that works with or for the Coach, or the Attendees, and will not engage in any actions that disrupt the Coaching Program or the relationship with the Coach or the Attendees;
has no criminal history or background;
will be honest and genuine in all representations made to the Coach, any third party that works with or for the Coach, and the Attendees;
has all necessary rights, licenses and permission to use and share any third-party materials, content, or other intellectual property provided to the Coach during the course of the Coaching Program, and such use does not infringe upon any third party’s intellectual property rights;
will only provide information and data to the Coach and any third party that works with or for the Coach that is true, complete, accurate, current, and not misleading; and
will provide an update to the Coach as soon as possible if any of the information or data provided to the Coach changes.
The descriptions of the Coaching Program on the Coach’s Website, social media, or anywhere else are intended to convey the general nature of the Coaching Program only and do not guarantee the outcomes or content of the Coaching Program. The Coach reserves the right to amend, change, alter, or modify the content and nature of the Coaching Program at the Coach’s sole discretion.
The Client acknowledges that the Coach has the discretion to determine the methods, tools, techniques, and approaches used during the Coaching Program and that these may evolve or change during the Coaching Program.
The Meetings, Coaching Materials and other services within the Coaching Program are made available or facilitated through the platforms and tools chosen by the Coach at the Coach’s sole discretion. It is the Client’s responsibility to ensure that the Client has the appropriate technology, equipment, hardware, and software, along with access to a reliable internet connection, to access and fully participate in and/or use (any part of) the Meetings, Coaching Materials, and other parts of the Coaching Program.
The Coaching Materials and all other information and materials provided, made available or used in connection with the Coaching Program are provided “as is” and “as available.”
The Coach does not represent, warrant, or guarantee that the Coaching Program, including, but not limited to, the Coaching Materials and the information provided during (any part of) the Coaching Program, will be free from errors, omissions or disruptions.
The Coaching Materials and the information provided or made available in the Coaching Program are for informational and educational purposes only. The Coaching Materials and the information provided or made available in the Coaching Program are not, and should not be, construed as, any kind of professional advice, including but not limited to medical, psychological, fitness, or other healthcare advice.
Mental Health Disclaimer. The Coach is not the Client’s psychologist, psychiatrist, therapist, counsellor, or another type of mental health professional. Any information, advice, opinions, or any other communication from the Coach does not constitute counseling or psychological, psychogeriatric, or therapeutic advice, treatment, support, or services. The Coach disclaims any responsibility and liability in this respect. If Client is currently under the care or supervision of a mental health professional, Client will not discontinue any mental health therapies, advice ,or treatment, without prior discussion or meeting with Client’s mental health professional(s). Client will not, as a result of Client’s participation in the Coaching Program, discontinue any treatment or take actions that contradict the advice from any mental health professional Client engages.
Medical, Fitness, and Nutrition Disclaimer. The Coach is not the Client’s doctor, other healthcare professional, fitness trainer, or licensed nutritionist or dietician. Any information, advice, opinions, or any other communication from the Coach does not constitute medical, fitness, or nutritional diagnosis, advice, treatment, support, or services. The Coach disclaims any responsibility and liability in this respect. Client will not, as a result of Client’s participation in the Coaching Program, discontinue any medical, nutrition, physical fitness, or supplement advice or treatment, without the prior advice of Client’s doctor, other medical professional, fitness trainer, or nutrition professional. Client will not, as a result of Client’s participation in the Coaching Program, begin any new medical, fitness, nutrition, or supplement protocol without the prior advice of Client’s medical, nutrition, physical fitness, or other healthcare-related professional, as applicable.
The Coach acknowledges that in any part of the Coaching Program or outside of the Coaching Program, Attendees may express their own opinions and perspectives or engage in behaviors that are independent of the Coach's guidance or control. The Coach shall not be held responsible or liable for the actions, statements, or conduct of any Attendee. Each Attendee is solely responsible for their own actions and behaviors.
The Client acknowledges that controversial, sensitive, or provocative topics, including, but not limited to, personal histories or experiences, political, ethical, religious, social, ideological, or personal views and beliefs, may arise. The Coach may use profane language. The Coach does not intend to harm, offend, distress, or in any way adversely impact the Client or any other third parties. The Coach is not responsible or liable for how such topics are received by the Client or the Client’s emotional or psychological response, including, but not limited to, any harm, offense, distress, or adverse effect the Client may experience.
The Coach solely intends to support the Client and does not intend to influence, persuade, alter, or change the Client's personal views, beliefs, opinions, values, or decisions. The Coach does not impose any (personal or external) agendas, views, opinions, or ideologies upon the Client. The Coach disclaims any responsibility or liability for any decisions, actions, or changes in behavior that the Client may choose to pursue as a result of the Services. Any shifts in the Client's views, opinions, values, or beliefs are a direct result of their own internal process. The Coach disclaims any responsibility or liability for any attempts to influence, persuade, alter, or change the Client's views, opinions, values, beliefs, or decisions.
The Coach is not responsible for (1) the effectiveness of the Coaching Program, (2) any results in relation to or outcomes from the Coaching Program, or (3) any decisions made by the Client or any other third party based on the Coaching Program and/or any results in relation to or outcomes from the Coaching Program. The Coach does not represent, warrant, or guarantee the effectiveness of the Coaching Program or the results in relation to or outcomes from the Coaching Program. The Coach’s comments and feedback about the effectiveness of the Coaching Program and/or result(s) and/or outcome(s) are expressions of opinion only.
The Client acknowledges that the Coach cannot make any such representations, warranties, or guarantees mentioned in this clause 7 and that the Client cannot hold the Coach liable in relation to those matters.
Platforms, Creations, and Publicity
So long as Client is in compliance with this Agreement, the Coach will provide the Client with access to Zoom Meetings for the Coaching Program, the Website, and any FaceBook private groups created by coach in connection with the Coaching Program. Coach may provide to Client, at Coach’s sole discretion, access to other Platforms. Such access to any additional Platforms is not a mandatory part of the Coaching Program, and access to such Platforms does not affect any payment rights the Coach has under this Agreement.
The Coach is not responsible nor liable for any content, including but not limited to text, images, photos, posts, logos, marks, graphics, designs, files, services, products, videos, audio, software, applications, computer code, metadata, downloads, and all other information and materials, deriving from Attendees or other third parties on the Platforms.
The Coach is not responsible or liable for the actions of third parties on the Platforms or for any communications, conflicts, or damages that occur through any communication and/or collaboration with a third party on or outside the Platforms.
For any text, content, images, photos, names, videos, recordings, statements, testimonials, reviews, questions, ideas, comments, and any other information and materials that the Client posts, shares, uploads, displays, transmits, distributes, sends, emails, or submits to any Platform (hereinafter referred to as; the “Creations”), the Client represents and warrants that the Client is the owner of the Creations or have the express permission from the rightful owner of the intellectual property rights to those Creations to use and distribute that content on the Platforms.
The Client represents and warrants that the Creations in no way infringe the privacy rights, intellectual property rights, publicity rights, or any other third-party rights and does not contain any unlawful, offensive, or obscene material.
The Client agrees not to post, share, upload, display, transmit, distribute, send, or submit to the Platforms any Creations that:
are illegal, infringes or violate the rights of anyone;
are offensive, obscene, defamatory, abusive, profane, hateful, vulgar, obscene, libelous, pornographic, political, threatening, derogatory, upsetting, insulting, misleading, discriminatory, sexist, racist or harmful to anyone in any way;
contain chain letters, commercial solicitation, mass mailings, or any other kind of spam or unsolicited commercial messages; and/or
encourage or advocate conduct that constitutes a criminal offense, giving rise to liability or otherwise breaches or violates any law.
The Client may not impersonate any person or entity or otherwise mislead as to the owner or origin of the Creations.
The Client grants the Coach and anyone else working with or for the Coach a non-exclusive, royalty-free, irrevocable, worldwide, perpetual, fully sublicensable right and license to use, adapt, modify, edit, translate, copy, reformat, display, publish, broadcast, distribute, reproduce, sell, create derivative works from, live-stream, and/or post any Creations and Client’s figurative mark (if applicable), logo (if applicable), personal name and business name (if applicable) in all forms and media in relation with the Coach’s advertising, promotional, publicity and marketing activities, including, but not limited to, those directed to the public through websites, social media channels, newsletters, emails, commercial products, educational and/or coaching materials, video footage, sales marketing or any other business purpose, without any compensation.
The Client authorizes the Coach to identify the Client in connection with the Client’s Creations and display the Client’s geographic location when using the Creations. However, the Coach may use the Client’s Creations without identifying the Client as the creator.
The Client irrevocably waives to the fullest extent possible any personality rights, publicity rights, privacy rights, and any similar or related rights the Client may have under any applicable laws of any jurisdiction.
The Client waives the right to approve, inspect, or restrict the use of the Creations as described herein.
The Coach is entitled (but not obligated) to monitor, edit, or remove at any time at its sole discretion:
any of the Client’s Creations on the Platforms; and
any content on the Platforms deriving from third parties, including but not limited to text, images, photos, posts, logos, marks, graphics, designs, files, services, products, videos, audio, software, applications, computer code, metadata, downloads, and all other information and materials.
Fee
As consideration for the Coaching Program, the Client agrees to pay the Coach the total payment for the Coaching Program identified in the Coaching Program description on the Website (hereinafter referred to as the “Fee”).
All amounts stated in this Agreement are exclusive of any sales or value-added taxes chargeable unless explicitly stated otherwise. If any sales or value-added taxes are chargeable, the Client shall pay to the Coach, in addition to the Fee, an amount equal to the amount of the applicable taxes.
The Fee must be paid in full immediately upon submission of the Registration Form. Payment in installments is not permitted.
If the Client fails to tender full and/or timely payment of any payment owed to the Coach, including, but not limited to, the Fee, or if a payment is cancelled or charged back, the Coach reserves the right to suspend the Client’s access to any and all parts of the Coaching Program and the Platforms until the Coach has received any payment(s) due in full. The Coach is under no obligation to make any part of the Coaching Program available to the Client if the full payment of the Fee has not taken place within the time frame provided in this clause 10.
Any payments under this Agreement are made by Stripe. Coach carries any applicable transaction costs.
The Client authorizes the Coach to charge the credit card or account chosen by the Client to complete all payments under this Agreement.
Refund policy & waiver; cooling-off period
The Client waives and consents to the waiver of any and all rights to any applicable statutory “cooling-off period,” “withdrawal period,” or any other cancellation and/or refund rights under applicable law insofar as the refund policy in this clause 11 deviated from such rights. The Coach is under no obligation to grant the Client a refund.
For Coaching Programs with more than one (1) Meeting: Client may cancel or terminate this Agreement, and thereby Client’s participation the Coaching Program, any time prior to the first Meeting by providing Coach with a request to cancel or terminate in writing via email to Coach at joan@chapter3wellness.com. If Client complies with the foregoing process, Client shall receive a full refund, minus a $5.00 administration fee. If Client wishes to cancel or terminate this Agreement, and thereby Client’s participation in the Coaching Program, after the first Meeting, Client may do so by providing Coach with a request to cancel or terminate this Agreement n writing via email to Coach at joan@chapter3wellness.com. If Client complies with the foregoing process, Client shall receive a refund representing the value of all remaining Meetings in the Coaching Program occurring after Coach’s receipt of such written cancelation or termination request, minus a $50 cancelation fee; except that if only 1 Meeting remains in the Coaching Program, Client shall not be entitled to any refund.
For Coaching Programs with only one (1) Meeting: Client may cancel or terminate this Agreement, and thereby Client’s participation in the Coaching Program, and receive a full refund of fees paid (minus $5.00 administrative fee), if Client delivers a written request to cancel to Coach via email at joan@chapter3wellness.com at least one (1) day prior to the Meeting. A request to cancel or terminate this Agreement, and thereby Client’s participation in the Coaching Program, delivered in writing to Coach via email at joan@chapter3wellness.com, or delivered by any other means, less than four (4) hours prior to the Meeting or during or after the Meeting, will not be considered valid and will not be refunded.
If Client has purchased a Coaching Program that has more than one (1) meeting, Client is responsible for making sure Client can attend all of the Meetings. Missed meetings are Client’s responsibility and will not be refunded. Coach will share Meeting notes with Client in the event of any missed Meetings.
Notwithstanding any thing to the contrary set forth above in this Section 11, the Client is not eligible for a refund under Sections 12 or 13.3 of this Agreement, or if the Client does not comply with or has breached any of the Client’s payment or other obligations under this Agreement. At the Coach’s sole discretion, if the Coach expects or believes the Client is abusing this refund policy, for whatever reason, the Coach is entitled to deny the Client the refund, restrict the Client from other future refunds, and/or restrict all future access to or use of the Coaching Program and/or any other services and/or products provided by the Coach.
Access restriction
The Coach reserves the right to, at the Coach’s sole discretion, completely or partially refuse, suspend, remove, restrict the Client’s access to any part of the Coaching Program and the Platforms and/or terminate this Agreement, at any time, without notice if the Coach either knows or suspects the Client has or shall breach any of the Client’s obligations under this Agreement. The aforementioned suspension shall not adjourn, interrupt, or postpone any part of the Coaching Program.
Term & termination
The term of this Agreement commences on the Admission Date and continues until either:
the Coaching Program is completed and any payments due under this Agreement have been paid to the Coach in full; or
the Client or the Coach terminates this Agreement in accordance with this clause 13 or clause 16.2.
For the avoidance of doubt, unless the Coach explicitly provides for another date, the Coaching Program is “completed” upon the conclusion of the later to occur of (i) the last Meeting and (ii) any final private coaching session included as part of the Coaching Program.
The Coach shall be entitled to terminate this Agreement by email to the Client with immediate effect and thus without observing a notice period and without being liable or any compensation being due if:
any payment that is due under this Agreement has not been received by the Coach in full and on time;
the Client breaches any of the Client’s obligations under this Agreement;
any of the warranties or representations provided by the Client under this Agreement is (partly) untrue or breached;
the Client is guilty of fraud, acts contrary to the law and/or regulations, or behaves improperly on the basis of which the Coach cannot reasonably be expected to continue this Agreement; or
necessary to satisfy any requirements, conditions, guidelines, or opinions contained in any directive, order, opinion, or ruling of a public authority.
If this Agreement is terminated, which termination can only occur on the basis of and in accordance with the relevant provisions of this Agreement, then:
all rights and obligations of the Parties under this Agreement shall end and become ineffective, except for:
any rights and (payment) obligations of or pursuant to clauses 9 (Fee) and 10 (Payment & access); and
any rights and obligations of or pursuant to clauses 4, 14 and 19 through 26, which will remain in full force and effect after termination of this Agreement; and
such termination shall be without prejudice to any rights a Party may have vis à vis the other Party in connection with a breach of any provision of or obligation under this Agreement occurring prior to their termination.
Non-disparagement & prohibited behavior
At the Meetings and on the Platforms, the Client shall not behave in any way that:
is illegal, infringes or violates the rights of any person, including, but not limited to, the Coach and the Attendees;
is offensive, obscene, defamatory, abusive, profane, hateful, vulgar, obscene, libelous, pornographic, political, threatening, derogatory, upsetting, insulting, misleading, discriminatory, sexist, racist or harmful to anyone in any way;
disparages or discredits the Coach or any Attendee;
encourages or advocates conduct that constitutes a criminal offense, giving rise to (civil) liability or otherwise violates any law;
is likely to cause confusion among third parties or the Attendees;
portrays or insinuates any endorsement or sponsorship of a Party or its products or services by the other Party or in any other way portrays or insinuates that a Party supplies or approves of the other Party or its products or services; or
portrays or insinuates any special relationship between the Parties and/or any Attendee.
The Client shall not use the Coaching Materials or any information or materials in relation to the Coaching Program, the Coach, the Attendees and/or this Agreement in any way as described in clause 14.1.
The Client shall not misrepresent or embellish the Client’s relationship with the Coach (including, but not limited to, by expressing or implying that the Coach supports, sponsors, or endorses the Client) or express or imply any other type of relationship between the Parties except as expressly permitted by this Agreement or agreed by email or written agreement between the Parties.
The Client agrees not to disparage the Coach’s brand, products, services (including, but not limited to, the Coaching Program), or persons working for or employed by the Coach.
The Client agrees that the Client will not make any unsubstantiated claims that will ruin the business reputation of the Coach.
Non-solicitation and promotion prohibition
The Client undertakes towards the Coach both during the term of this Agreement as well as during a period of one year after termination of this Agreement not to solicit, or endeavor to solicit or entice away, Attendees or other clients, customers or business relationships of the Coach or (natural or legal) persons that were clients, customers or business relationships of the Coach within the 12 months prior to the termination of this Agreement.
During any part of the Coaching Program and across all Platforms, the Client agrees not to engage in any form of self-promotion or promotion of their business to any Attendees, including, but not limited to, verbal promotion during Meetings, written communication on any of the Platforms, and any other means of communication facilitated by or through the Coaching Program.
Force majeure
The Coach is not obliged to meet any obligation, including, but not limited to, any statutory and/or guarantee obligation (if any) if the Coach is prevented from doing so by circumstances beyond its control. Circumstances beyond the Coach’s control include, but are not limited to, the following circumstances or circumstances similar to: (i) acts of God, riots, terrorism or war that affect the Coach; (ii) defects in goods, hardware, software or materials that the Coach uses for the performance of any part of the Coaching Program; (iii) changes in applicable laws and/or regulations; (iv) measures by public authorities or decisions of courts or tribunals; (v) power failures; (vi) failures of the internet, data network, telecommunication facilities or interruptions by service providers; and (vii) (cyber) crime or (cyber) vandalism.
If a circumstance as described in clause 16.1 lasts for more than sixty calendar days, either Party shall be entitled to terminate these Terms by email to the other Party with immediate effect and thus without observing a notice period and without being liable or any compensation being due.
Limitation of liability
The Client’s access to, attendance and use of any part of the Coaching Program is at the Client’s exclusive risk.
The Coach and anyone else working with or for the Coach is not responsible, nor is the Coach liable, for any damages resulting from:
any errors, delays, bugs, or omissions on the platform used for the Meeting or the Platforms, interruption in operation and the Client’s use of the platform used for the Meeting or the Platforms, failure of performance of any kind, website attacks, including, but not limited to, viruses, malware, malicious code, hacking of information, and any other system failures;
any loss of income, revenue, profits, use, data, business, and/or any goodwill related to the Coaching Program;
any theft of and/or unauthorized access to the Client’s information by any third party, regardless of the Coach’s negligence; and
any use or misuse of any information provided during or in relation to the Coaching Program.
Without prejudice to clause 17.6, the aggregate liability is limited to the amount paid out to the Coach by the Coach’s insurer minus the Coach’s own risk. If no payment is made by the insurer to the Coach and the Coach would still be obliged to compensate the Client for any damages, the Coach’s aggregate liability is limited to the total amount of the Fee, excluding any applicable taxes, charged by the Coach and paid by the Client to the Coach in relation to the Coaching Program which caused the damages.
Without prejudice to clause 17.6, the Coach is not liable for indirect damages or loss, including, but not limited to, consequential, incidental, special, or exemplary damages, or any loss of revenue, profits, savings, business opportunities, use, data, goodwill, or any loss due to business interruption.
The Client waives any right or remedy in equity, including, but not limited to, the right to seek specific injunctive, performance or other equitable relief, in connection with the Coaching Program or this Agreement.
Nothing in this clause 17 shall operate to limit liabilities in the event of fraud, willful misconduct, gross negligence, or any (other) liabilities that cannot be limited under applicable law.
Indemnity
The Client agrees to indemnify and hold the Coach and/or anyone else working with or for the Coach harmless from all damages, losses, claims (including, but not limited to, third-party claims), actions, demands, suits, proceedings, or judgments, including costs, expenses and attorneys' fees assessed against or otherwise incurred by the Coach arising, in whole or in part, from:
actions and/or omissions, whether done negligently or otherwise, by the Client;
any and all actions and use of the information or material provided during or in relation to the Coaching Program by the Client;
violation of any laws, regulations, rules, or ordinances by the Client;
violation of any provisions of this Agreement by the Client or anyone related to the Client; and/or
infringement by the Client of any intellectual property rights or other third-party rights.
The Coach will notify the Client as soon as reasonably possible of any such claims, damage, and/or liability. The Coach reserves the right to defend such claim, damage, and/or liability at the Client’s expense. If requested, the Client will fully cooperate and provide assistance to the Coach to defend any such claims without any cost.
The Client agrees to indemnify and hold the Coach and/or anyone else working with or for the Coach harmless from any and all current and future claims regarding and/or in relation to the use of the Client’s Creations, including, but not limited to, claims, lawsuits, debts, dues, expenses, damages, and demands of any kind at law or in equity or under any statute, invasion of privacy, infringement of moral rights, defamation, rights of publicity, copyrights or any other cause related to the use of the Creations.
The Client agrees to indemnify and hold the Coach and/or anyone else working with or for the Coach harmless from any and all current and future claims, damages, or liabilities arising from interactions or communications between the Client and any of the Attendees.
Confidentiality
The Parties shall use Confidential Information solely for the purposes of the Coaching Program and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information for other purposes without the prior consent of the other Party given by email.
The Client acknowledges that the Confidential Information of the Coach, its affiliates, and third parties is strategic, commercially sensitive, and valuable and that the improper disclosure or use thereof will cause serious damage and loss to the Coach.
The restrictions in this clause 19 shall not apply if and to the extent the information is or becomes available to the general public other than by disclosure by a Party in violation of this Agreement.
The Parties shall have no obligation with respect to Confidential Information to the extent, but only to the extent, that such information is required or requested to be disclosed by applicable laws, provided that the disclosing Party, to the extent practicable and permitted, promptly notify the other Party of such request or requirement.
For the purposes of this clause 19, disclosures relating to Confidential Information that are specific shall not be deemed to be within the foregoing exceptions merely because they are embraced by more general disclosures in the public domain, in a Party’s possession, or received from a third party. In addition, any combination of features shall not be deemed to be within the exceptions merely because the individual features are in the public domain, in a Party’s possession, or received from a third party unless the combination itself and its principle of operation are in the public domain, in a Party’s possession or received from a third party.
The Client shall notify the Coach as soon as reasonably practicable of any unauthorized use, or attempted use, of the Coach’s Confidential Information and provide all information necessary to assist the Coach in any investigation it considers necessary, including for the purposes of mitigating damages, any claim, or the prevention of a recurrence. Additionally, the Client undertakes best efforts to prevent a recurrence to the extent this is within the Client’s control.
Intellectual property rights & (un)permitted use
This Agreement does not give the Client any ownership rights, intellectual property rights, license or interest in any of the Coaching Materials or any information or materials provided or made available to the Client by or on behalf of the Coach. All Coaching Materials are provided as a license to Client solely for Client’s personal use.
Any intellectual property rights remain exclusively vested in the Coach, its licensors, or its suppliers. The Coach shall not be obliged to assign or license to the Client any intellectual property rights pursuant to this Agreement. The Client shall not acquire nor claim any right to, title to, or interest in or to such intellectual property rights by reason of this Agreement, and nothing in this Agreement shall be construed as constituting such right, title, or interest. The Client shall not at any time do anything to impair the rights of the Coach to its intellectual property rights.
The Client acknowledges and agrees that the Client is not permitted to: share, edit, modify, copy, reproduce, enhance, reverse engineer, (re)distribute, transfer, transmit, sell, resell or in any way exploit (any information provided during or in relation to) the Coaching Materials or any other intellectual property included in or related to the Coaching Program, provided that the Client is allowed to edit and modify the Coaching Materials for personal use, and provided that such modifications do not lead to the unauthorized distribution or resale of the (unaltered) Coaching Materials without the express consent of the Coach given by email; collect or use descriptions or prices of the Coaching Program; or make any derivative use or create derivative works of (any information provided during or in relation to) the Coaching Materials or any other intellectual property included in or related to the Coaching Program, whether free or paid, without the express consent of the Coach given by email.
The Client shall not use the Coaching Program to coach or provide other services to any third party or publish on any platform any of the Coaching Materials or other information, methods, solutions, or formulae contained in or derived from the Coaching Program.
The Client provides the Coach with a non-revocable, royalty-free, non-exclusive license to use the Client’s personal name and any materials, content and information created and/or provided by the Client in relation to the Coaching Program and/or the Coach in any public communication and any communication purposes with third parties, including, but not limited to, for the purpose of marketing, advertising, and promotion.
Data protection
The Coach only uses the Client’s personal data for the purposes set out in this Agreement. The Coach shall ensure the Coach complies with all legislation and regulatory requirements in force from time to time relating to the use of personal data. For more information on how the Coach collects, uses, and stores the Client’s personal data, please refer to the Coach’s privacy policy, which can be found here: https://contrabass-cyan-687c.squarespace.com/config/.
Communication
Any notice, request, consent, claim, demand, or other communication between the Parties in connection with the Coaching Program or this Agreement must be sent by email in English or German to the following email addresses set out for each of the Parties below:
to the Coach: joan@chapter3wellness.com; and
to the Client: the contact information provided by the Client in the Registration Form,
or such other email address as a Party may notify the other Party by email.
Unless another means of communication is explicitly provided for in this Agreement, the Client shall not use any other means of communication, such as text messages, direct messages on social media platforms, (registered) postal mail, or phone calls, to communicate with the Coach unless the Coach has explicitly agreed to such other means of communication.
This Agreement may expressly state that certain communications may be conducted through other specified means of communication. Such specified means of communication shall only be used for the purposes designated by this Agreement.
The Coach shall endeavor to respond to emails within 24 hours on Business Days, which is a target and not a guaranteed service level. The Coach shall not be liable for failure to respond to emails within the aforementioned timeframe or the consequences arising therefrom, and any such failure shall not constitute a breach of this Agreement.
Miscellaneous
Neither Party is entitled to assign any of its rights or transfer any of its obligations under this Agreement unless agreed between the Parties by written agreement.
This Agreement, together with any other documents incorporated herein by reference and related exhibits and schedules, constitute the sole and entire agreement between the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written (which includes email) and oral, with respect to such subject matter.
No amendments, changes, modifications, or alterations of the terms and conditions of this Agreement shall be binding upon the Parties unless agreed between the Parties by written agreement.
If individual provisions in this Agreement are or become invalid or unenforceable, this does not affect the validity of the remaining provisions. The Parties undertake to immediately replace any invalid or unenforceable provision with a valid or enforceable provision that comes as close as possible to the original intention of the Parties.
No failure or delay by the Coach in exercising any right or remedy under or in connection with this Agreement shall impair any right or remedy or operate or be construed as a waiver of any right or remedy.
Choice of law
This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, United States of America, without giving regard to its.
Dispute resolution & arbitration
Without prejudice to clause 26.2, all disputes arising out of or in connection with this Agreement or the Coaching Program, or further agreements resulting therefrom, shall be settled in accordance with the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The place of arbitration shall be Pittsburgh, Pennsylvania. The proceedings shall be conducted in the English language. No award or procedural order made in the arbitration shall be published.
If: You are domiciled in the United States of America; or a dispute is not subject to arbitration under clause 26.1 for whatever reason, that dispute shall be settled in the competent courts located in Pittsburgh, Pennsylvania, United States of America, and both Parties irrevocably consent to the exclusive jurisdiction and location of the competent courts in Pittsburgh, Pennsylvania, United States of America, for the adjudication of all non-arbitral claims.