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Terms of Service

Terms of Services

Applicability

These terms of service (these “Terms”) govern the provision of services by Jen’s Life Coaching (“Service Provider”) to the client named on the applicable Order Form (“Client”). The order form executed by Service Provider and Client (the “Order Form”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, superseding all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Order Form, these Terms shall govern, unless the Order Form expressly states that its terms and conditions shall control. These Terms prevail over any of Client’s general terms and conditions regardless of whether or when Client has submitted its request for proposal, order, or such terms.

Services

Service Provider shall provide to Client the services indicated on the Order Form and described in greater detail on the Service Provider’s website (the “Services”) in accordance with these Terms.

Client’s Obligations

Client shall cooperate with Service Provider in all matters relating to the Services and shall provide complete and uninterrupted attention during coaching sessions. If Service Provider’s performance of its obligations is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants, or employees, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Client, to the extent arising directly or indirectly from such prevention or delay.

Term and Termination

4.1. The term of this Agreement (the “Initial Term”) commences on the effective date set forth in the Order Form (the “Effective Date”) and continues thereafter for the initial term length corresponding to the Services selected by Client, unless terminated earlier pursuant to Section 4.2. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) month terms (each a “Renewal Term”) unless either party provides written notice of nonrenewal at least thirty (30) days before the end of the then-current term, or this Agreement is terminated earlier pursuant to Section 4.2. If the Term is renewed for any Renewal Terms, the terms and conditions of this Agreement during each such Renewal Term shall be the same as the terms and conditions in effect immediately prior to such renewal, subject to any change in the Services or fees payable by Client as set forth in Section 6. If either Party provides timely notice of its intent not to renew this Agreement, then, unless otherwise sooner terminated in accordance with its terms, this Agreement shall terminate on the expiration of the then-current Term.

4.2. In addition to any remedies that may be provided under this Agreement, Service Provider may terminate this Agreement with immediate effect upon written notice to Client if Client (a) fails to pay any amount when due under this Agreement; (b) breaches any term of this Agreement; or (c) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

Fees and Expenses; Payment Terms; Interest on Late Payments

5.1. In consideration of the Services provided by Service Provider and the rights granted to Client under this Agreement, Client shall pay the applicable fees established by Service Provider and provided to Client in writing, and which Service Provider may modify from time to time pursuant to Section 6. For convenience, the fees applicable as of the Effective Date may be set forth in the Order Form.

5.2. Client authorizes Service Provider to charge the credit card set forth on the Order Form (or any alternative credit card provided by Client) for all fees due pursuant to Section 5.1 for the Initial Term and any Renewal Term(s). Such charges shall be made in advance of Services for the applicable Term. Client shall ensure that the credit card information provided to Service Provider is valid and up to date. If Client’s credit card is refused or if any payment is not received by Service Provider when due, Service Provider may (a) charge interest on any unpaid amounts at a rate of 1.5% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; (b) suspend performance for all Services until payment has been made in full; and/or (c) terminate this Agreement pursuant to Section 4.2.

5.3. Except as set forth in Section 10.3(b), all payments made by Client pursuant to this Agreement are nonrefundable.

Changes

Service Provider may, from time to time, change the Services without the consent of Client provided that such changes do not materially affect the nature or scope of the Services. Service Provider may change the Services or the fees applicable to the Services at any time; provided, however, that any such changes will not apply unless Service Provider has given Client written notice of such changes at least forty (40) days before the end of the then-current Term, in which case the price change or change in Services will be effective upon the start of the coming Renewal Term and thereafter.

Taxes

Client shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder.

Intellectual Property

All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to Client under this Agreement or prepared by or on behalf of Service Provider in the course of performing the Services (collectively, the “Deliverables”) shall be owned by Service Provider. Service Provider hereby grants Client a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Client to make reasonable use of the Deliverables and the Services.

Confidential Information

All non-public, confidential, or proprietary information of Service Provider, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by Service Provider to Client, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential and shall not be disclosed or copied by Client without the prior written consent of Service Provider. Confidential Information does not include information that is (a) in the public domain; (b) known to Client at the time of disclosure; or (c) rightfully obtained by Client on a non-confidential basis from a third party. Client agrees to use the Confidential Information only to make use of the Services and Deliverables. Service Provider shall be entitled to injunctive relief for any violation of this Section.

Limited Warranty

10.1. Service Provider represents and warrants to Client that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.

10.2. Service Provider shall not be liable for a breach of the warranty set forth in Section 10.1 unless Client gives written notice of the defective Services, reasonably described, to Service Provider within ten (10) days of the time when Client discovers or ought to have discovered that the Services were defective.

10.3. Subject to Section 10.2, Service Provider shall, in its sole discretion, either (a) reperform such Services (or the defective part); or (b) credit or refund the price of such Services at the pro rata contract rate.

10.4. THE REMEDIES SET FORTH IN SECTION 10.3 SHALL BE THE CLIENT’S SOLE AND EXCLUSIVE REMEDY AND SERVICE PROVIDER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 10.1.

Disclaimer of Warranties

EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 10.1 ABOVE, SERVICE PROVIDER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

WITHOUT LIMITING THE FOREGOING, CLIENT ACKNOWLEDGES AND AGREES THAT SERVICE PROVIDER DOES NOT WARRANT OR GUARANTEE ANY PARTICULAR RESULTS OF THE SERVICES. CLIENT UNDERSTANDS THAT THE RESULTS OF THE SERVICES DEPEND ON MANY FACTORS, INCLUDING WITHOUT LIMITATION CLIENT’S PARTICIPATION, THE APPLICABLE INDUSTRY, AND THE CURRENT PERFORMANCE OF CLIENT’S LIFE GOALS.

Limitation of Liability

12.1. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR DIMINUTION IN VALUE, 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 DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

12.2. IN NO EVENT SHALL SERVICE PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Waiver

No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Force Majeure

No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Client to make payments to Service Provider hereunder), when and to the extent such failure or delay is caused by or results from acts beyond reasonable control of the impacted party (“Impacted Party”), including, without limitation, the following events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, pandemic or epidemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; and (f) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within ten (10) days of the Force Majeure Event to the other party. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of thirty (30) days following written notice given by it under this Section, either party may thereafter terminate this Agreement upon written notice.

Assignment

Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Client of any of its obligations under this Agreement.

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.

Governing Law

All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Florida.

Submission to Jurisdiction

Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Florida in each case located in the Miami-Dade County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the Order Form or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

Severability

If any term or provision of this Agreement is 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.

Survival

Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, this Section 21 and the following provisions: Section 9 (Confidential Information), Section 17 (Governing Law), and Section 18 (Submission to Jurisdiction).

Amendment and Modification

This Agreement may only be amended or modified in a writing that specifically states that it amends this Agreement and is signed by an authorized representative of each party.