Coaching Agreement

By agreeing to this Coaching Agreement (this “Agreement”), “You” or “Client” acknowledge and agree that You understand the following, with respect to services rendered by Integrative Approaches to Mastering Wellness LLC (“Coach”, “Company”, “we”, or “us” and together with You or Client, the “Parties”, and each a “Party”).

Services Agreement

            WHEREAS, Company has the capability and capacity to provide certain services as more fully outlined in the Services section below (“Coaching” or “Services”);

            WHEREAS, Client desires to retain Company to provide said Coaching, and Company is willing to perform such Coaching; and

            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, the Parties agree as follows:

1.              Client Commitment. Client agrees to adhere to some basic tenets of coaching, including:

Client agrees to communicate honestly, to be open to feedback, and to make time and space to participate fully in the coaching sessions called for hereunder. 

Client acknowledges that Coaching services are intended for individuals who are in generally good health, are generally well adjusted, are functioning effectively, and are not in need of medical treatment (including for mental health disorders). Coaching does not involve the diagnosis or treatment of any medical or mental disorders and does not prevent, cure, or treat any mental disorder or medical disease. Further, Coaching is not a substitute for therapy, counseling, psychoanalysis, medical treatment, substance abuse treatment, or the advice or services of a medical professional. It is the Client's responsibility to seek independent guidance from medical professionals to the extent necessary and Client hereby represents that, based on the above, Client reasonably believes that he/she is suitable for the providing of these Services.

By participating in the Coaching, you agree to accept personal responsibility for the results of your actions. You agree that the coach has not made any guarantees about the results of taking any action, whether recommended during any  session or not. You recognize that your ultimate success or failure will be the result of your own efforts, your particular situation, and innumerable other circumstances beyond the control and/or knowledge of the Coach.

It is expressly understood that Company, or where applicable its licensors, maintains sole and exclusive ownership of any and all Intellectual Property Rights in and associated with the Company’s Coaching materials. Intellectual Property Rights shall mean all copyright, trademark, patent and trade secrets associated with such materials.

2.              Services. The Company shall provide to Client the Coaching as described in the Services section.  The Services shall not be modified or expanded except by written agreement of the Parties.

3.               Fees and Expenses.

In consideration of the provision of the Coaching Services by the Company and the rights granted to Customer under this Agreement, Customer shall pay the amount specified as acknowledged by your acceptance of this Agreement by checking the designated box, whereby you acknowledge that You have carefully reviewed this Agreement and wish to be bound by its terms.

4.              Limited Warranty and Limitation of Liability.  

4.1           Company warrants that it shall perform the Services:

(a)   pursuant to this Agreement.

(b)  Using personnel of  reasonable skill, experience and qualifications.

(c)   In a timely and professional manner in accordance with generally recognized industry standards for similar services.

(d)  EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, ALL SERVICES ARE PROVIDED “AS IS.” COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULT OR BE ACCURATE.

5.              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,” is identified as confidential when disclosed, or which the Receiving Party should reasonably know to be 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.

If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, unless otherwise restricted from doing so by law, court, administrative or governmental order, 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.

6.              Term & Termination.

6.1       This Agreement shall commence as of your acceptance of this Agreement and shall continue thereafter until the completion of the Services, unless sooner terminated pursuant to Section 6.2 or Section 6.3.

6.2       Either Party may terminate this Agreement for cause, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party:

(a)            Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 15 days after receipt of written notice of such breach.

(b)           Becomes insolvent or admits its inability to pay its debts generally as they become due. Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing.

(c)            Is dissolved or liquidated or takes any corporate action for such purpose.

(d)           Makes a general assignment for the benefit of creditors.

(e)            Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

6.3 The Company may terminate this Agreement before the expiration date of the Term on written notice if Customer fails to pay any amount when due hereunder and such failure continues for 15 days after Customer's receipt of written notice of nonpayment.

6.4 This Agreement shall continue until terminated by one of the Parties. Either Party may terminate the Agreement without cause by providing written notice prior to any ongoing monthly fee payment deadline. In the event of termination under this provision, the Company shall continue to provide service through the end of the period for which the fees have been paid.

7.               Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY 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 THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL THE COMPANY OR ITS AFFILIATES, MEMBERS OR OFFICERS BE LIABLE FOR MORE THAN THE TOTAL AMOUNT YOU HAVE PREVIOUSLY PAID TO THE COMPANY FOR SERVICES PROVIDED TO YOU DURING THE PRIOR YEAR.

8.              Entire Agreement. This Agreement 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.

9.              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.

10.           Amendments. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party.

11.           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.

12.           Assignment. Client shall not 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 Company, which consent may be withheld by the Company in its sole and absolute discretion for any or no reason. Any purported assignment or delegation in violation of this Section 12 shall be null and void. No assignment or delegation shall relieve the Client of any of its obligations under this Agreement.

13.           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 form 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.

14.           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.

15.           Choice of Forum/Law. Each Party irrevocably and unconditionally agrees that any dispute arising under or related to this Agreement shall be resolved exclusively through arbitration to be held under the rules of the American Arbitration Association Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such arbitration and agrees to bring any such dispute only in such forum. Each Party agrees that a final judgment by such arbitration is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, it being understood that the law of Delaware shall govern and the location of any such arbitration shall occur in Philadelphia, Pennsylvania.

16.           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.

17.           Force Majeure. The Company shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the Company including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, pandemic, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of fifteen (15) days, Customer shall be entitled to give notice in writing to the Company to terminate this Agreement.

You have carefully read this form, which is printed in English, and acknowledge that English is a language you read and understand, and that you understand the form.

You accept and agree to all of the terms above. No representations, statements, or inducements, oral or written, apart from the foregoing written statement, have been made. You may request and receive a copy of this form from the Company. If any portion of this form is held invalid, the rest of the document will continue in full force and effect.

18.      Express Disclaimer

(a) Therapy: coaching is not a substitute for therapy (including psychiatry, psychology) or medical management. If you have known psychiatric illness or you suspect you may have underlying psychiatric disease, please seek the help and medical management of a medical professional.

(b) Medical or Psychological services: you are not engaging with the Company for any medical or psychological or other healthcare services. You understand that the Company services pursuant to this Agreement or otherwise, does not diagnose, treat, or claim to cure any medical or psychological or other condition, and that the Services are not designed to replace conventional treatment methods of medical or psychological conditions. The Company does not handle medical emergencies of any kind. You are responsible for your own health care decision-making by obtaining any necessary consultations with appropriately licensed health care professionals such as physicians and psychologists. You agree to seek medical assistance or psychotherapy or any other appropriate physical or mental health diagnosis and treatment from a duly licensed practitioner (such as a licensed medical doctor or licensed psychologist)." 

19.      Services. Services shall mean the following: [Guided Meditation]