Terms & Service Agreement_Private Coaching with Dr. Amy Morris

Terms & Service Agreement -Private Coaching with Dr. Amy Morris

THIS AGREEMENT between Amy Morris Women’s Health Consulting Inc. (“the Service Provider”) and (“the Client”) collectively identified hereafter as the “Parties”).

The Client has confirmed their intention to participate in a private coaching program (“the Program”) facilitated by the Service Provider. The Particulars of the Program (“the Particulars”) are more fully described in the attached Schedule “A” to this Agreement. To confirm their mutual rights and responsibilities within this relationship between the Parties, they acknowledge and agree as follows:

The Parties make the following representations and warranties to one another:

a) The Service Provider is fully entitled and has an unrestricted right to contract with the client for their participation in the Program. In particular, the Service Provider is not bound by any other contract or agreement of any kind or type that may or shall limit its ability to facilitate the Client’s participation in the Program;

b) The Client shall provide to the Service Provider all of the requisite information necessary for the Service Provider to facilitate the Client’s participation in the Program and to facilitate the Client’s access to the Particulars

c) The Service Provider shall not provide medical advice or answer questions outside of the scope of the Program. In the event that the Client requires or desires medical advice or has questions beyond the scope of the Program, the client shall consult with their physician and/or any other appropriate medical service providers. The Service Provider will not dispense medical advice to the Client and shall not be relied upon for such at any time during the course of the program as identified above herein at paragraph 1.

d) This Agreement and the terms thereof is limited to the Program and to the Particulars as outlined in Schedule “A”. In the event that the client seeks additional services from the Service Provider or seeks an adjustment to the terms herein, the Service Provider shall provide an estimate for such, and if acceptable, a new and separate Agreement between the Client and the Service Provider shall be entered into for the provision of such.

e) The Client acknowledges and agrees that all fees owing to the Service Provider in exchange for the right to participate in the Program are payable in USD funds, as set out in Schedule A. Payment must be remitted in advance of the Program commencement date unless the Client and the Service Provider have agreed to an alternate arrangement in advance of the Program commencement date. Failure to remit payment as required shall result in temporary suspension or termination of the Client’s participation in the Program. In the event of termination, the Client shall be liable to pay any and all outstanding amounts owing to the Service Provider for the Client’s participation in the Program. There shall be no refunds for amounts previously paid to the Service Provider in accordance with this Agreement, or any other such Agreement between the Parties as otherwise contemplated herein.

f) In the event the Client defaults on the required payment arrangement, the Service Provider shall be entitled to charge interest of 16% per month on the unpaid balance, and shall be entitled to reimbursement for any costs incurred for the purpose securing payment in accordance with this Agreement.

g) The Client is not and shall not be held liable to the Service Provider for any and all expenses that it may incur in the provision of the Program to the Client, except as set out in writing in the within Agreement, or in a subsequent agreement reached between the parties in accordance with paragraph 2 d) herein.

h) The Parties agree and acknowledge that the Service Provider is an independent contractor, and that the Service Provider may and shall be entitled, from time to time, to employ the services of (a) subcontractor(s) to deliver the Program. Neither the Service Provider nor its agents shall identify such subcontractors as may be employed from time to time as an employee of the Service Provider. The Parties hereto agree and acknowledge that the relationship established by this Agreement is strictly that of an independent contractor - client relationship, which relationship shall not, at any point in time or under any change in circumstances that is not clearly articulated in writing and signed by the parties be considered an employment relationship, joint venture, partnership, or otherwise.

i) The Parties agree and acknowledge that by signing this Agreement, they create a mutual obligation to maintain full and complete confidentiality vis-a-vis one another including but not limited to information which may be learned by either party about the other’s personal health information, business methods, policies, strategies, plans, techniques, research materials, and / or any and all other details associated with the business arrangement between the parties. Confidentiality shall be defined as information in all possible forms, including but not limited to that which can or may be stored / disseminated/ transmitted in digital, oral and written formats.

j) All materials provided by the Service Provider to the Client in the course of delivering the Program are the sole intellectual property of the Service Provider. Any and all such materials are provided for the Client's individual use only. The Client is expressly prohibited from sharing or transmitting the Program materials to any other individual, corporation, or other such entity at any time. All intellectual property remains the property of Service Provider and the provision of such to the Client to sell or distribute such is neither explicitly or implicitly granted.

k) The Service Provider’s primary function in offering the Program is to provide support and information to the client as identified in the Particulars in Schedule “A”. The Service Provider has made and shall continue to make every effort to ensure that the Particulars of the Program are accurate and based on current education standards and information.

l) The Client agrees and acknowledges its understanding that participation in the Program does not guarantee positive results. The Client agrees and acknowledges that each individual is different, and that the application and / or use by the Client of the Service Provider’s techniques and materials can provide varying results. The service provider assumes no responsibility for any results or lack thereof that the Client may experience as a participant in the Program. In addition, and so as not to limit the generality of the foregoing, the Service Provider no guarantee regarding the Client’s future success in the program, either potential or realized.

2) The Parties are aware that the Service Provider is owned by Dr. Amy D. Morris. The Service Provider shall provide general non-medical education and information only.

For further clarification, and so as not to limit the generality of the Foregoing, the Client understands and agrees that the Service Provider may provide the Client with dietary, nutrition, and wellness information during their participation in the Program. The Service Provider’s role shall be limited to that of the Program Facilitator, in service to the client as a guide and mentor. The Client agrees and acknowledges that the Service Provider will not provide the below listed services: a) Pharmacy assessment or consultation;

b)Medical advice or medical treatment;

c) Medical nutrition therapy or the practice of pharmacy;

d) Counseling; or,

e) Psychotherapy or psychoanalysis.

The Client further acknowledges that they understand that if they desire or require such services the Client shall seek them out of their own accord. The Client understands that it is their responsibility to discuss all changes to Client’s diet or the potential use of dietary supplements with their individual medical provider in advance of making any such changes.

3) This Agreement as a whole, the Client agrees and acknowledges that they fully understand that all changes to their diet or fitness regimens, including changes to food or use of dietary supplements, can carry risk, both foreseeable and unforeseeable. The Client acknowledges that they are taking part in the Program offered by the Service Provider at their own risk, and with complete knowledge and full acceptance of such risk(s) as may or shall arise. The Client hereby releases the Service Provider from any and all responsibility or liability as may result from any injuries the Client’s may experience as a result, direct or indirect, of their participation in the Program.

4) The Client shall indemnify and save harmless from and against any loss, liability, damage, or expense, including reasonable attorney's fees, incurred or suffered by or threatened against the Service Provider in connection with, or as a result of any claim brought by or on behalf of any third party person or entity as a result of or in connection with Company’s actual or apparent association with Client, unless such claim arises from the Service Provider’s acts or omissions or which may arises from or may be related to any breach of any obligation and/or warranty of the Service Provider.

5) The Service Provider hereby expressly disclaims, all other representations and warranties, express and/or implied, including without limitation any implied warranties of merchantability and/or fitness for a particular purpose. The program, along with any ancillary service, is being provided “as is,” without any type of warranty whatsoever. If you are a California resident, by accepting this agreement you are waiving California civil code section 1542 which states that “a general release does not extend to claims which the creditor does not know or suspect to exist in her favor at the time of executing the release, which if known by him or her must have materially affected her settlement with the debtor.”

6) This Agreement shall be governed by the laws of the Province of Saskatchewan without regard to its conflict of laws doctrine, and if applicable, Federal Laws of Canada.

7) In the event of a dispute between the Parties arising out of or in connection with the Agreement or any breach thereof, the parties agree and acknowledge that such shall be determined and settled by binding arbitration, in accordance with The Arbitration Act, 1992. The arbitration will not be combined with any other proceeding or arbitration against one of the parties. The place of any such arbitration shall be in or near Saskatoon, Saskatchewan, Canada. Each party shall designate one arbitrator and the two designated arbitrators will select a third arbitrator to serve as the chair of the arbitration panel. If the two arbitrators cannot agree on the third arbitrator, then they shall look to the Alternate Dispute Resolution Institute of Saskatchewan (ADRISK) to appoint the third arbitrator. Once the Arbitral Panel is constituted, a hearing shall proceed as per their schedules, following which their decision shall issue no later than 120 days from last hearing date. All arbitral proceedings shall be in-camera, and all records relating thereto will be permanently sealed, except as necessary to confirm compliance with the arbitrator’s decision. The arbitrators’ decision and award shall be in writing and shall include a full articulation of the panel’s reasons there for. The panel’s decision shall be final and binding on the parties, and judgment thereon may be filed with a Court of competent jurisdiction for issuance to facilitate enforcement, if necessary.

8) This Agreement shall not be transferred or assigned to any third party, in whole or in part, by the Client without the express written consent of Company, which may be withheld in Company’s sole discretion.

9)Except as otherwise provided herein, any and all notices between the Parties shall be submitted in writing to the addresses set out in the signature block. Electronic mail is acceptable but shall only be considered proper notice if the recipient confirms receipt thereof in writing.

10) Should this Agreement or any of the provisions herein, in whole or in part, become or be deemed to be illegal, unenforceable, or invalid for any reason, the offending portion of such shall be severed, and the remainder of this Agreement shall remain in full force and effect.

11) Any rights or obligations articulated in this Agreement that, by their nature, should survive termination of the Agreement, shall and does survive, including, but not limited to representations, warranties, intellectual property rights, indemnity obligations, and confidentiality obligations.

12) Any failure of either party to enforce any provision of this Agreement, or any right or remedy provided for therein, shall not be construed as a waiver, or an estoppel with respect to, or limitation of that party’s right to subsequently enforce and compel strict compliance or assertion of a remedy.

13) The Agreement may be executed in several parts, all of which taken together will constitute one single agreement between the Parties. The Parties expressly agree that any reasonable facsimile of this Agreement, which has been formatted as a Portable Document Format (PDF) and electronically exchanged whether signed by electronic signature or otherwise properly executed, shall be binding upon the Parties.

14) This Agreement, along with all attachments, represents a single Agreement, as well as the entire Agreement with respect to the subject matter. This Agreement supersedes any prior agreement between the parties, whether written or oral, with respect to the subject matter, and may be modified or amended only in writing and confirmed by the signature of the paying party.

SCHEDULE A

SCOPE OF WORK

Name of Services:

Timeline:

The Program will meet privately once per week. Meetings will take place via web conferencing.

Due to the nature of the Program meetings, if the Client misses a session, make-up sessions shall not be provided;

Program Access

Client access to Program content will be via electronic platform with a unique individual log in. All recorded program sessions will be uploaded to this same platform for Client access.

Payment:

Payment in full shall be in US funds and is due at the time of enrolment.

Program Particulars;

Weekly private coaching calls (45 min duration)

Direct email access to Dr. Amy Morris (response within 48 business hours)

Refund Policy:

No refunds are available.

EXHIBIT B

Program Participation Agreement

Violations of any of the terms contained herein may result in immediate suspension or dismissal from the Program. In the event that a Program Participant is dismissed for such violation, the Service Provider shall be entitled to terminate the Agreement and no refund will be issued.

1) All Program Participants agree to conduct themselves in accordance with the following Code of Conduct.

2) Program Participants shall treat the Service Provider, with courtesy and respect.

b) The following conduct within the program not be tolerated:

Harassing statements directed toward any third parties, including all service providers
Spam content;
Hate speech;
Defamatory statements regarding the Service Provider or any third party;
References to, or threats of engaging in illegal acts; or,
Contributions that may violate the legal rights of a third party. The Service Provider has the sole discretion to determine if a member is in violation of these policies.

6) From time to time, there may be persons among the Program Participants that hold professional degrees or licenses. Any advice that such Participants provide to other Program Participants as a result of their access to the online community is provided and/or taken at the sole discretion of the Program Participants, and shall not replace the advice received from professionals with whom Program Participants have established a professional relationship outside of the confines of the Program.

7) From time to time, a Program Participant may wish to share their original materials with other Program Participants. Any original materials shared with Program Participants belong to the creator of the materials and are provided for individual use only. The Client is not authorized to use or transfer intellectual property received as a result of participation in the Program. No license to share, sell, or distribute is granted or implied. This paragraph does not apply to ideas that are not yet protected by copyright or trademark laws and does not protect Program Participants from expressions of similar ideas.

Terms & Service Agreement -Private Coaching with Dr. Amy Morris

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