Grace & Grit Contract TERMS OF AGREEMENT I am so thrilled to be guiding you on this journey to improve your health and I want you to get the MOST out of our time together. So, in our terms of agreement contract I have also outlined a few basic rules of conduct that I will ask you to abide by as we work together. If you have any expectations of me that I am not aware of, please do not hesitate to let me know! I want our relationship to be built on clear communication and mutual understanding. —Courtney, Grace & Grit PARTIES This Agreement is between Grace & Grit (the “Company”) and you (the “Client”). It is intended to govern and control your purchase of Health Coaching Services from the Company. ACCEPTING THESE TERMS You are entering into a legally binding agreement with the Company, a Montana Company according to the following terms and conditions, when you do any of the following: Click “I Agree” Email your statement of agreement Enter your credit card information Sign this agreement on this page, or reverse Enroll electronically in the Program Enroll verbally, or otherwise, in the Program With this acceptance, the Parties agree that any individual, associate, and or assign are bound by the terms of this Agreement. A facsimile, electronic, or emailed executed copy of acceptance of this Agreement is legally binding with either a written or electronic signature and has the same result as an originally signed copy. COMPANY’S SERVICES This Agreement is executed, when Client accepts these terms (electronically, verbally, written, and or otherwise). The Company agrees to provide services related to the Health Coaching. The terms of this Agreement are binding on any additional goods and or services supplied by Company to Client. Parties agree that the Program is in the nature of health coaching. The scope of services provided by Company according to this Agreement are limited to those listed on Company’s website, or as part of the Program. Company reserves the right to substitute services equal to or comparable to the Program for the Client if the need arises, without prior notice. CONFIDENTIALITY The term “Confidential Information” means INFORMATION WHICH IS NOT GENERALLY KNOWN TO THE PUBLIC RELATING TO THE CLIENT’S BUSINESS OR PERSONAL AFFAIRS. Company agrees not to disclose, reveal, or make use of any Confidential Information learned of through its transactions with Client during discussions and interactions with Client, or otherwise, without the written consent of Client. Company shall keep the Confidential Information of the Client in strictest confidence and shall use its best efforts to safeguard the Client’s Confidential Information and to protect it against disclosure, misuse, espionage, loss, and theft. NO TRANSFER OF INTELLECTUAL PROPERTY Company’s copyrighted and original materials are provided to the Client for his or her INDIVIDUAL USE ONLY and under a limited single-user license. Client is not authorized to use any of Company’s intellectual property, trademarks and or copyrights, for any purpose. Client is not authorized to share, copy, distribute, or otherwise disseminate any materials received from Company electronically, or otherwise without the prior written consent of the Company. ALL INTELLECTUAL PROPERTY, INCLUDING COMPANY’S COPYRIGHTED COURSE MATERIALS SHALL REMAIN THE SOLE PROPERTY OF THE COMPANY. NO LICENSE TO SELL OR DISTRIBUTE COMPANY’S MATERIALS IS GRANTED OR IMPLIED. PROGRAM RULES To the extent that Client interacts with Company staff and or other Company Clients, Client agrees to behave professionally, courteously, and respectfully with staff and clients at all times. Client agrees that failing to follow course rules is cause for termination of this Agreement. In the event of such a termination, Client is not entitled to recoup any amounts paid and remains responsible for all outstanding amounts of the Fee. Please, respect my time. I promise to respect yours. If you cannot make your call time, I will reschedule your time IF I receive notice at least 24-hours prior to your call time. Any notice shorter than 24-hours and you will forfeit your call time for the week, and you will be billed for the time you reserved with me. I spend time preparing for our call together before we speak and I am ready and waiting for you. Please return the favor of being prepared to call me on time, or at the very least extend the courtesy of canceling the day prior. Self-care is all about creating time to take care of yourself. Start with your call time. Please do not multitask when we are on the phone together. Take our time together seriously, give it your full attention, be prepared to take notes and ask questions. If you are half present, you will probably get less than optimal results. DISPARAGEMENT In the event that a dispute arises between the Parties or a grievance by Client, the Parties agree and accept that the only venue for resolving such a dispute is the venue identified below. Parties further agree that they will not engage in any conduct or communications public or private, designed to disparage the other. Such an act constitutes a breach of this Agreement. NO RESALE OF SERVICES PERMITTED Client agrees not to reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purpose, any portion of the Program including materials, use of the Program, or access to the Program. This Agreement is not transferable or assignable without the Company’s prior written consent. TERMINATION If Client is (1) behind in payment, or (2) otherwise in default of this Agreement, then full payment is immediately due and Client is barred from using any of Company’s services. Company is allowed to immediately collect all Fees from Client and stop providing further services to Client. PAYMENT Client agrees to pay Company according to the payment schedule As outlined on Company’s website Via Freshbooks Email Invoicing I hate chasing money, please don’t make me do it! I bill you for your month of coaching in advance of our first call. If you fail to make payment before our scheduled call, I will not reserve that time slot for you. REFUNDS Upon execution of this Agreement, Client is responsible for the full Fee. If Client decides to cancel, not participate, or changes his or her mind, the COMPANY DOES NOT PROVIDE ANY REFUND FOR ANY REASON TO THE CLIENT. CHARGEBACKS & PAYMENT SECURITY To the extent that Client provides Company with credit card(s) information for payment of Fee on Client’s account, Company is authorized to charge Client’s credit card(s)for any unpaid charges on the dates agreed to in the Payment Schedule. Client shall not make any chargebacks to Company’s account or cancel the credit card that is provided as security without Company’s prior written consent. Client is responsible for any fees associated with recouping payment and collection fees associated with the chargeback. Client shall not change any of the credit card information provided to the Company without notifying Company in advance. CONTROLLING AGREEMENT In the event of any conflict between the provisions contained in this Contract, any marketing materials used by Company, Company’s representatives, or employees, the provisions in this Agreement control. ENTIRE AGREEMENT This Agreement is the entire agreement between the parties relating to the subject matter and supersedes all prior and contemporaneous agreements, negotiations and understandings, oral or written. Modification to this agreement is by a written instrument executed by both Parties. LIMITATION OF LIABILITY By using Company’s services and enrolling in the Program, Client releases Company, its officers, employees, directors, and related entities from any and all damages that may result from his or participation in the Program. The Program provides Health Coaching Services Client accepts any and all risks, foreseeable or non-foreseeable arising from the Program. Regardless of the previous paragraph, if Company is found to be liable, Company’s liability to Client or to any third party is limited to the lessor of: (a) The total Fees Client paid to Company in the one month prior to the action giving rise to the liability All claims against the Company must be filed with the entity having jurisdiction within 90 days of the date of the first claim or otherwise be forfeited forever. Client agrees that Company will not be held liable for any damages of any kind resulting or arising from, including but not limited to; direct, indirect, incidental, special, negligent, consequential, or exemplary damages happening from the use or misuse of Company’s services or enrollment in the Program. Client agrees that use of Company’s services is at Client’s own risk. INDEMNIFICATION Company recognizes and agrees that all of the Company’s shareholders, trustees, affiliates, and successors shall not be held personally responsible or liable for any actions, or representations of the Company. Client shall defend, indemnify (insure and protect), and hold harmless the Company, Company’s shareholders, trustees, affiliates, and successors from and against all liabilities and expenses that they may incur or be obligated to pay because of their relationship with the Program. These include (without limitation): claims, damages, judgments, awards, settlements, investigations, legal actions, regulatory actions, costs, attorneys fees, disbursements, or the like that occur from or are related to this Agreement. Any expenses or liabilities that result from a breach of this Agreement, sole negligence, or willful misconduct by the Company, Company’s shareholders, Trustees, Affiliates, or Successors are excluded from indemnification. DISCLAIMER OF GUARANTEE CLIENT ACCEPTS AND AGREES THAT HE OR SHE IS 100% RESPONSIBLE FOR HIS OR HER PROGRESS AND RESULTS FROM THE PROGRAM. CLIENT ACCEPTS AND AGREES THAT HE OR SHE IS THE ONE VITAL ELEMENT TO THE PROGRAM’S SUCCESS AND THAT COMPANY CANNOT CONTROL CLIENT. Company makes no representations or guarantees verbally or in writing regarding performance of this Agreement other than those specifically stated. Company and its affiliates disclaim the implied warranties of titles, merchantability and fitness for a particular purpose. Company makes no guarantee or warranty that the Program will meet Client’s requirements or that all Clients will achieve the same results. CHOICE OF LAW/VENUE [Venue]This Agreement is governed and interpreted in accordance with the laws of the State of Montana without giving effect to any principles of conflicts of law. [Arbitration]The Parties agree to submit any dispute or controversy arising out of, or relating to this Agreement to arbitration in the State of Montana according to the rules of the American Arbitration Association. The arbitration is binding upon the Parties and their successors in interest. The prevailing party may collect all reasonable legal fees from the non-prevailing party in order to enforce the provisions of this Agreement. SURVIVABILITY The ownership, non-circumvention, non-disparagement, proprietary rights, and confidentiality provisions, and any provisions relating to payment of Fees owed set forth in this Agreement, and any other provisions that by their sense and context the Parties intend to have survive, shall survive the termination of this Agreement for any reason. SEVERABILITY If any of the parts or provisions contained in this Agreement are interpreted as invalid or unenforceable only that part or provision is affected. The invalidity or unenforceability does not affect the other parts or provisions of the Agreement. FINAL WORDS I can only help you in this process, as much as you are willing to be honest and open with me. I can only alter your plan based on what you tell me, and if what you tell me isn’t the whole story, you probably won’t get the BEST plan for where you are at, which stalls progress. I am here to help you, not judge you. Tell me what really happened, so we can navigate the best course of action. After all, coaching IS largely about accountability. You came into this process because you want to change. Which means you will have to change:) Please, be willing to try new things, mess up and get a little dirty. Seriously, this process WILL NOT work if you aren’t willing to get both feet wet! One toe in is not enough. You can’t continue to do things the way you always have and expect a different result (remember…that is the definition of insanity) Ask for help when you need it! It is not a sign of weakness, it is an act of courage! I can’t help you, if I don’t know that you are struggling. That's it! You made it. Now, sign below with me and let's get started!