Group Coaching Terms of Use

These Terms of Use (the “Agreement”) are provided by Very Grateful Mind LLC dba Balanced AF Consulting, a Limited Liability Company (“Consultant”), having a principal place of business at 3525 Jordan Shires Dr, New Hill, NC 27562 and set forth the legally binding terms and conditions that govern your (“Client”) use and enjoyment of the Services. By accessing or using the Services or signing this Agreement, you are agreeing to be bound by this Agreement (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into this Agreement (on behalf of yourself or the entity that you represent). If you do not agree with all of the provisions of this Agreement, do not access and/or use the Services. Client and Consultant may each be referred to herein as a “Party,” and both as the “Parties.”

Disclaimer

THE INFORMATION PROVIDED THROUGH THE SERVICES OR OTHERWISE BY CONSULTANT DOES NOT, AND IS NOT INTENDED TO, CONSTITUTE LEGAL, ACCOUNTING OR TAX ADVICE; INSTEAD, ALL INFORMATION, CONTENT, AND MATERIALS PROVIDED ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY.

Terms

1 . Services. The “Services” shall be provided in the manner specified on the sales page and order page.

2 . Client Responsibilities.

2.1. Because the Services have a group nature to them, Client’s active participation is of the utmost importance to their own enjoyment of the Services as well as the enjoyment of other clients. Therefore, Client shall:

2.1.1.Actively participate in all coaching sessions;

2.1.2.Complete all assigned module before the session in which they are to be reviewed;

2.1.3.Provide all information related to the Services and requested by Consultant promptly; and

2.1.4.Treat the Consultant and all coaching session participants in a respectful and professional manner.

2.2. Repeated or flagrant violations of this Section 2 shall be deemed a material breach of this Agreement and grounds for immediate termination of Client’s participation in the Services without refund.

3 . Compensation.

3.1. The total cost of the Services shall be as set forth on the invoice provided to Client and shall be payable in the manner specified on such invoice.

3.2. Client shall pay all amounts invoiced within three (3) days of the due date specified on the invoice, or if none specified, within three (3) days receipt of invoice.

3.3 Payment of an invoice shall be deemed Client’s irrevocable, irrefutable, undisputable and complete acceptance of the Services related to that invoice. There shall be no refunds for amounts already paid except as determined by Consultant in its sole opinion or if this Agreement is terminated by Consultant without cause. Client agrees that it shall not issue a credit card chargeback against any amount already paid to Consultant and grants Consultant the right to use this Agreement as proof of such.

4 . Term; Termination.

4.1. This Agreement shall continue in full force and effect until delivery of all Services, unless otherwise terminated pursuant to this Section 3 (the “Term”). The Services shall be deemed delivered and complete as of ten (10) days after the last scheduled group coaching session, regardless of whether all other Services have occurred.

4.2. This Agreement may be terminated by either Party, for any reason or no reason at all, upon notice written to the other Party. In the event of termination of this Agreement by Client, Consultant shall retain all payments made to Consultant by Client and Client shall immediately pay Consultant for all performed Services. In the event of termination of this Agreement by Consultant without cause, Consultant shall refund all prepaid, but unearned amounts to Client. No refund shall be given if this Agreement is terminated by Consultant for cause.

5 . Duties; Cancellations.

5.1. Client shall be responsible for maintaining proper equipment and connectivity to receive the Services.

5.2. Client or Consultant may reschedule any planned 1-on-1 coaching session on no less than twenty-four (24) hours notice to the other Party. Meetings missed or cancelled by Client with less than twenty-four (24) hours notice may be deemed by Consultant as completed meetings.

5.3. Group coaching sessions shall be at times determined by Consultant and shall not be rescheduled or refunded if a Client does not attend.

6 . Independent Contractor Relationship. It is specifically agreed that the relationship of the Parties hereto shall be that of a Client and an independent contractor, and not that of an employer-employee. Consultant is not an employee of Client.

7 . Confidentiality.

7.1. During the course of performing the Services, Consultant or other recipients of the Services may disclose to Client certain proprietary, valuable and confidential information (the “Confidential Information”) which are owned solely by the disclosing party.

7.2. Client agrees that he or she shall not, during the Term and thereafter, publish, disclose, or otherwise make available to any third party any Confidential Information except as expressly authorized in writing by the disclosing party.

7.3. Confidential Information shall not include information that (a) is or becomes generally known within Consultant’s industry through no fault of Client; (b) was already known to the Client at the time it was disclosed to him or her; (c) is lawfully and in good faith made available to Client by a third party who did not derive it from Consultant, and who was not under a statutory, common law, contractual, fiduciary or other obligation or duty to refrain from disclosing the information to Client; or (d) is required to be disclosed by a governmental authority or by order of a court of competent jurisdiction.

8 . Limitation of Liability; Indemnification. UNDER NO CIRCUMSTANCES SHALL CONSULTANT, OR ANY OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OF THE PARTIES, OR ITS PARENTS, AFFILIATES OR VENDORS, BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, HOWEVER OR WHENEVER ARISING, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST REVENUE, LOST PROFITS, ANTICIPATED PROFITS, LOST BUSINESS OR INJURY TO BUSINESS REPUTATION, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT, INCLUDING NEGLIGENCE, CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT, SHALL EITHER PARTY’S LIABILITY TO THE OTHER PARTY EXCEED THE TOTAL AMOUNT PAID UNDER THIS AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY PROCEEDING THE FILING OF A CLAIM.

9 . Survival. The following Sections of this Agreement shall survive termination: 3.3, 4.2 6-10. Any time frames associated with these Sections shall begin anew at the commencement of any violation of them.

10 . Miscellaneous.

10.1.This Agreement sets forth the full and entire understanding and agreement of the parties hereto regarding the subject matters described herein, and there are no other oral or written agreements or understandings regarding such matters in effect, as this Agreement supersedes all prior agreements, contracts, negotiations and understandings, whether written or oral, related to those subject matters. This Agreement shall not be changed, modified or amended except by a writing signed by all parties hereto. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the party against whom it is sought to be enforced. The failure of any party at any time to insist upon strict performance of any condition, promise, agreement or understanding set forth in this Agreement shall not be construed as a waiver or relinquishment of the right to insist upon strict performance of the same condition, promise, agreement or understanding at a future time.

10.2.This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, executors, legal representatives, successors and permitted assigns. This Agreement may not be assigned by Consultant to any other party; nor may Consultant subcontract or assign the performance of the Services hereunder to any other party.

10.3.If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected unless the invalid provision substantially impairs the benefits of the remaining portions of this Agreement.

10.4.The parties agree that the exclusive jurisdiction and venue of any lawsuit between them arising under this Agreement or the transactions contemplated herein shall be the state courts sitting in North Carolina and each of the parties hereby irrevocably agrees and submits itself to the exclusive jurisdiction and venue of such courts for the purposes of such lawsuit. The laws of North Carolina shall govern this Agreement without regard to its conflict of laws provisions.

10.5.The headings of the sections hereof are inserted for convenience only and in no way define, limit or prescribe the intent of this Agreement.

10.6.This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10.7.The parties agree that this Agreement has been prepared as a result of their mutual arms-length negotiation and the Agreement shall, not, in any respect, be interpreted against either party as the purported drafter thereof.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.