THIS SERVICE AGREEMENT (the "Agreement") is made by and between the individual receiving coaching services defined herein (the "Client") and The Feminist Unicorns, LLC as provider of such Services ("Provider") and is effective as of the date accepted and acknowledged by the Client on the Payment Form ("Effective Date").
WHEREAS, The Client agrees that the Provider has the necessary qualifications, experience, skills, and abilities to provide the Services to the Client, and the Provider agrees to provide such Services to the Client subject to the terms and conditions herein.
NOW, THEREFORE, IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Provider (individually a "Party" and collectively the "Parties" to this Agreement) agree as follows:
Services. The Client hereby agrees to engage the Provider to provide the Client with the selected coaching services which may include individual 1:1 virtual sessions, online modules, online worksheets, and other services as determined by the Provider in Providers sole and absolute discretion (the "Services"). In providing the Services under this Agreement it is expressly agreed that the Provider is acting as an independent contractor and not as an employee. The Provider and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for the Services. Except as otherwise provided in this Agreement, the Provider may, at the Provider's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Provider under this Agreement. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services. The
Terms and
Privacy Policy are hereby incorporated into and made a part of this Agreement, and Client hereby agrees to be bound thereby.
Scope of Services. Client acknowledges and agrees that coaching and the Services provided hereunder are not therapy, counseling, psychiatry, psychology, or any other form of licensed mental health treatment. Provider is not a licensed mental health professional, medical professional, or financial or legal advisor, and the Services do not constitute and should not be construed as mental health treatment, medical advice, or financial or legal advice. Client agrees that if Client requires or would benefit from such professional services, Client will seek the assistance of a licensed professional. Provider expressly disclaims any liability arising from Client's failure to seek such professional assistance when needed. Client acknowledges that Provider is not a crisis counselor and that the Services are not appropriate for individuals who are experiencing a mental health crisis, suicidal ideation, active self-harm, or any acute psychological emergency. In the event Client discloses or exhibits signs of imminent danger to themselves or others during the course of the Services, Provider reserves the right to refer Client to appropriate emergency services or licensed mental health professionals and to suspend or terminate Services immediately. Client agrees to maintain the contact information of at least one licensed mental health professional or crisis resource for use in the event of such an emergency. Nothing in this Agreement shall obligate Provider to provide crisis intervention services or to continue providing Services to a Client whose needs exceed the scope of Services.
Client Responsibilities. Client acknowledges and agrees that the results of the Services depend in large part on Client's own effort, commitment, participation, and follow-through. Client understands that Provider cannot and does not guarantee any specific outcome, result, or transformation as a result of the Services. Client agrees to actively participate in all scheduled sessions, complete any assigned exercises or worksheets, and communicate openly and honestly with Provider. Client acknowledges that Provider's ability to deliver the Services may be materially impaired by Client's failure to fulfill these responsibilities, and that Provider shall not be liable for any lack of results arising from Client's failure to participate fully and in good faith.
Cancellation. Client agrees to provide at least twenty-four (24) hours advance written notice to Provider in the event Client needs to cancel or reschedule a scheduled session. Cancellations made with less than twenty-four (24) hours notice, or failure to attend a scheduled session without notice ("No-Show"), may result in forfeiture of that session and no refund or rescheduling will be provided at Provider's sole and absolute discretion. Provider reserves the right to cancel or reschedule sessions due to illness, emergency, or other unforeseen circumstances, and will provide as much advance notice as reasonably practicable. In the event Provider cancels a session, Client will be offered a rescheduled session at a mutually agreeable time at no additional charge.
Refunds. All payments made under this Agreement are non-cancellable and non-refundable, except as expressly set forth herein. In the event Client wishes to terminate this Agreement prior to the completion of all Services, Client shall provide written notice to Provider. Client shall not be entitled to a refund for any sessions already completed or scheduled or any Materials already delivered. Provider may in limited, case-by-case circumstances and in its sole discretion, offer a pro-rata refund for unused sessions, calculated based on the per-session rate of the total Compensation paid. Provider reserves the right to assess an administrative fee of $100 for any early termination regardless of any permitted refund. In the event Provider terminates this Agreement other than for cause, Provider will refund Client a pro-rata amount for any unused sessions. Absolutely no refunds will be issues based on the Client's subjective satisfaction with the Services.
Term. This Agreement will begin on the Effective Date and remain in effect until the completion of any and all Services provided by Provider to Client, subject to earlier termination as provided in this Agreement (the "Term").
Termination. Provider reserves the right to immediately terminate this Agreement and discontinue Services, without refund, in the event that Client: (i) engages in abusive, harassing, threatening, or otherwise inappropriate conduct toward Provider or any third party in connection with the Services; (ii) breaches any material obligation under this Agreement; (iii) engages in conduct that Provider, in its sole discretion, determines is detrimental to the coaching relationship or the well-being of either Party; or (iv) provides false or misleading information to Provider in connection with the Services. In the event of termination for cause, Client shall not be entitled to any refund for amounts already paid. Provider shall provide written notice of termination to Client at the address on file.
Payment Terms. The Client agrees to pay the total amount ("Compensation") indicated on the form acknowledging Client's understanding and consent to be bound by this Agreement and requiring Client's payment details ("Payment Form"). All monetary amounts referred to in this Agreement are in United States Dollars (USD). Invoices submitted by the Provider to the Client are due within 30 days of the date of invoice. The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.
Confidentiality. The Parties agree that during the Term of the Agreement, each Party will disclose, as a "Discloser," and receive, as a "Recipient," certain nonpublic, proprietary, and confidential information from the other Party which includes but it not limited to that which is disclosed orally or in writing, and may not may not be marked as confidential or proprietary and which the Discloser safeguard as confidential or that would otherwise be reasonably understood to be of a confidential nature, irrespective of its form of communication or medium ("Confidential Information"). Confidential Information shall be kept confidential using no less than reasonable measures and shall be used solely for the purpose of fulfilling a Party's obligations hereunder. Confidential Information shall not include that which (i) is or becomes generally known by the public through no fault of Recipient, (ii) was, prior to disclosure, known to or in possession of Recipient without known confidentiality restrictions, (iii) was (at the time of disclosure) lawfully disclosed to Recipient by a third party that is not (to Recipient's knowledge) in breach of any confidentiality obligations, and (iv) is developed by Recipient without reference to Discloser's Confidential Information.
Feedback. Client may, from time to time, provide suggestions, comments, or other feedback ("Feedback") to Provider with respect to the Provider's Services. Client hereby agrees that all Feedback is and shall be given voluntarily. Client hereby irrevocably assigns to Provider all rights, title, and interest in and to the Feedback. Accordingly, Provider is free to use, disclose, reproduce, license, distribute, and otherwise exploit the Feedback provided by Client for any purpose, in perpetuity, without any obligation, royalty, or restriction of any kind to Client. Client waives any and all rights to claims to the Feedback and agrees that no compensation or attribution is due to Client for any use of the Feedback by Provider.
Testimonials. Client agrees that Provider may request, but not require, written or recorded testimonials regarding Client's experience with the Services. Any testimonial provided by Client shall be given voluntarily, and Client hereby grants Provider a perpetual, royalty-free, worldwide license to use, reproduce, and publish such testimonials in Provider's marketing materials including but not limited to on Provider's website social media channels. Provider agrees to anonymize any testimonial upon Client's written request. Provider may reference generalized, anonymized outcomes or experiences in marketing materials without identifying Client, provided that no personally identifiable information is disclosed without Client's prior written consent.
Recording Policy. Provider reserves the right to record any session, in whole or in part, by any means including but not limited to audio, video, or screen capture. However, Client may, prior to any session, request that Provider not record. Any recordings are subject to the confidentiality obligations set forth in this Agreement and may not be shared, distributed, or published without the prior written consent of the Client. Provider reserves the right to revoke consent to record at any time. Client agrees not to record any session by audio, video, or screen capture.
Communications. Provider will communicate with Client primarily via the Site's vaults. Provider will use reasonable efforts to respond to Client communications within two (2) business days. Provider is not obligated to respond to communications through channels not designated herein.
Age. The Services are available only to individuals who are eighteen (18) years of age or older. By entering into this Agreement, Client represents and warrants that Client is at least eighteen (18) years of age. Provider does not knowingly provide Services to individuals under the age of eighteen (18). In the event Client is found to be under the age of eighteen (18), Provider reserves the right to immediately terminate this Agreement and any obligation to provide Services, and Client (or Client's legal guardian) shall not be entitled to any refund.
Ownership of Intellectual Property. The Parties agree that Provider retains all rights, title, and interest in and to any and all materials, content, worksheets, documents, methods, strategies, feedback, or information provided to Client for the purpose of providing the Services ("Materials"). All Materials including the intellectual property and related materials therein, which may include without limitation trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, will be the sole property of the Provider. Client may only use the Materials for the individual purpose of implementing the Services for Client's own personal use. Client acknowledges and agrees that the Materials are considered Provider's Confidential Information. Client may not use the Intellectual Property or Materials for any purpose other than that contracted for in this Agreement except with the prior, express, written consent of the Client. The Client will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property or Materials.
Notice. All notices, requests, or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at, in the case of Client, the address provided to Provider on any application intake form and, in the case of Provider, to PO Box 103, Dallas, NC 28034.
DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES. PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, ANY RESULTS, OR THE USE THEREOF, WILL CLIENT'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SYSTEM OR OTHER SERVICES OF ANY KIND, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. PROVIDER MAKES NO WARRANTY THAT THE SERVICES WILL BE TIMELY OR THAT ANY ADVICE, RECOMMENDATION, OR THE SERVICES WILL ACHIEVE ANY PARTICULAR OUTCOME.
Indemnification. To the fullest extent permitted by applicable law, Client shall indemnify, defend, and hold Provider and its managers, officers, directors, agents, and employees harmless from and against all claims, actions, suits, threats, demands, damages, losses, liabilities, cost, and expenses (including reasonable attorneys' fees)(collectively, "Claims") arising out of or relating to: (i) Client's use of the Services provided hereunder, (ii) any breach by Client of any obligations under this Agreement or applicable law, and (iii) any negligent, reckless, or willful act or omissions by Client.
EXCLUSION OF DAMAGES. IN NO EVENT SHALL PROVIDER BE LIABLE UNDER ANY CIRCUMSTANCES IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES INCLUDING BUT NOT LIMITED TO: INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; LOSS OF GOODWILL OR REPUTATION; LOSS, INTERRUPTION, DELAY, OR RECOVERY OF DATA OR BREACH OF DATA SECURITY; OR COST OF REPLACEMENT SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
LIMITATION OF LIABILITY. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE PROVIDER ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATING TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER FOR THE SERVICE GIVING RISE TO THE CLAIM. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES SET FORTH IN THIS AGREEMENT ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND HAVE BEEN FACTORED INTO THE PRICING FOR THE SERVICES, AND THAT PROVIDER WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. CLIENT HEREBY AGREES THAT NO CLAIMS MAY BE BROUGHT MORE THAN ONE (1) YEAR OF THE PROVISION OF THE SERVICES GIVING RISE TO THE CLAIM.
Time is of the Essence: Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision. Sessions must be scheduled within one (1) year of the date of purchase.
Governing Law. This Agreement and all Disputes (defined below) arising out of or relating to this Agreement will be governed and controlled by and construed in accordance with the laws of the State of North Carolina, notwithstanding choice of law provisions. Both Parties hereby irrevocably consent to the personal jurisdiction of the state and federal courts presiding in Mecklenburg County, North Carolina for any Disputes or matters relating to or arising from this Agreement.
Dispute Resolution.
- Good Faith Negotiation: In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, including without limitation the breach, termination, enforcement, interpretation, or validity thereof (a "Dispute"), the Parties shall first attemot to resolve the Dispute through good faith negotiations. The Party initiating the Dispute shall provide the other Party with written notice describing the nature of the Dispute. The Parties agree to meet and confer in good faith to resolve the Dispute within forty-five (45) days of receipt of such notice.
- Mediation: In the event the Dispute is not resolved through negotiation within the forty-five (45) day period, and the Parties do not agree to extend such period in writing, the Parties agree to endeavor to settle the Dispute by mediation administered by the American Arbitration Association ("AAA") under its commercial mediation procedures. The mediation shall be conducted in Mecklenburg County, North Carolina. The Parties shall share the costs of the mediator and the AAA filing fees equally.
- Arbitration: In the event the Dispute is not resolved through the mediation procedures above, the Dispute shall be finally and exclusively resolved by binding arbitration. The arbitration shall be administered by the AAA in accordance with its commercial arbitration rules, and judgment on the aware rendered by the abitrator may be entered in any court having jurisdiction thereof. The arbitration shall be conducted in Mecklenburg County, North Carolina. The arbitration shall be conducted by a single arbitrator selected by mutual agreement of the Parties, or failing agreement, appointed un accordance with the AAA rules. The prevailing Party in any arbitration commenced under this section shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing Party.
- Confidentiality: The Parties agree that any and all aspects of the Dispute resolution process detailed herein including without limitation the existence, content, and results of any negotiations, mediation, or arbitration, and all materials created for the purpose of Dispute resolution are confidential and shall not be disclosed by either Party or their representative, except as may be required by law or for the purpose of enforcing an award.
- Notwithstanding the foregoing, nothing in the foregoing or anywhere else in the Agreement will prevent either party from seeking injunctive or equitable relief from a court of competent jurisdiction.
Assignment. Neither Party will assign or otherwise transfer its obligations under this Agreement without the prior written consent of the other Party. Assignment in violation of this section shall be null and void. Notwithstanding the foregoing, the Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
Entire Agreement. The terms and conditions of this Agreement (including any links to additional terms and conditions) are intended by the Parties to be the final, complete, and exclusive agreement with respect to the Services provided hereunder and use of the Site. This Agreement incorporates and supersedes any and all previous agreements, understandings, and communications (whether written or oral). Client agrees that by actively checking the box on the Payment Form, Client has read, understood, and agreed to be bound by this Agreement.
Miscellaneous. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party.