DIANA CALVO COACHING
CLIENT SERVICES AGREEMENT
This Client Services Agreement (“Agreement”) is made and entered into between you (“CLIENT” or “YOU”) and DIANA CALVO COACHING, LLC (“DC”), a Colorado limited liability company. DC and CLIENT may be referred to in this Agreement individually as a “Party” or collectively as the “Parties”.
CLIENT would like to engage DC to provide coaching services (“Services”). For good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties covenant and agree as follows:
1. Description of Services
a. DC shall provide Services, and CLIENT shall purchase, pay for, and utilize the Services, in accordance with the terms of this Agreement.
b. The scope of Services to be provided by DC are limited to those selected by Client and as described on the Services Page (found at ) of DC’s website.
a. This Agreement shall commence on the date CLIENT executes this Agreement by selecting the “I agree” box via DC’s website or the date the Parties execute this Agreement manually or electronically (the “Effective Date”), whichever occurs first, and shall continue until the earlier of (1) the Services term described on the Services Page ends, or (2) it is terminated in accordance with the provisions of Section 3 found below.
a. By DC. In addition to any other rights at law or in equity, DC may immediately suspend the delivery of Services and/or terminate the Agreement if CLIENT (i) fails to provide any deposit required for the Services; (ii) fails to make payment for Services when due and to remedy such non-payment within 5 business days after receipt of written or electronic notice from DC; (iii) commits a breach of any material terms of this Agreement (other than a breach addressed in (i) or (ii) above) and fails to remedy such breach within 20 days after receipt of written or electronic notice from DC. If DC terminates this Agreement as provided above no refunds will be provided to CLIENT. If any fees are due at the time of termination, such fees shall be immediately due and payable and CLIENT agrees to pay DC accordingly and DC shall immediately collect all sums from CLIENT and terminate providing further services to CLIENT.
b. By CLIENT. In addition to any other rights at law or in equity, CLIENT may terminate this Agreement at any time by providing written notice to DC. If CLIENT terminates this Agreement no refunds will be provided to CLIENT. If any fees are due at the time of termination, CLIENT agrees to immediately pay DC for the full fee due under this Agreement.
4. Fees, Billing, and Payment
a. Client shall pay DC all fees for the Services selected by CLIENT and as set forth on the Services Page. Full payment for selected Services is due at the time of purchase and shall be required before DC commences Services. Payment terms are presented on the Services Page and/or at checkout. In some instances, DC may provide periodic invoices to CLIENT, and the invoiced amounts shall be due and payable in U.S. Dollars per the terms described on the Services Page. If not otherwise specified on the Services Page, all invoices are due upon receipt. Any amounts due under this Agreement that are more than 30 days past due shall accrue interest at the lessor of one and one-half percent (1.5%) per month or the maximum amount allowable by law, compounded daily, beginning with the 31st day following the date on which CLIENT received the invoice, and continuing until paid in full.
5. No Refunds
a. Unless otherwise required by law, payments shall not be refundable under any circumstances, including but not limited to the termination of this Agreement for whatever reason.
6. Credit Card
a. If CLIENT provides DC with a credit card for payment of services, CLIENT authorizes DC to charge such credit card for all purchased Services and any renewal Services. Such charges shall be made in advance, either weekly or monthly, or in accordance with any different billing frequency stated on the Services Page and/or at checkout. CLIENT is responsible for and will provide complete and accurate billing and contact information to DC and notify DC of any changes to such information.
7. Not a Substitute for Medical or Psychotherapy Treatment
a. DC is not a licensed mental health processional and does not provide professional mental health or psychiatric services. Any services provided by DC to CLIENT are not a substitute for mental healthcare, treatment for substance abuse, or any addictive behavior. DC is not functioning as a licensed mental health professional, therapist, or counselor, and DC’s services are not intended as a replacement for psychiatric interventions, treatment for mental illness, professional medical advice, legal counsel, or other professional services. If CLIENT requires assistance from a licensed professional CLIENT understands and agrees that it is CLIENT’S sole responsibility to obtain such assistance and not the responsibility of DC.
a. DC will not disclose CLIENT’s relationship with DC and any CLIENT specific information learned through CLIENT’s relationship with DC to any third party without the written consent of CLIENT, except (i) to employees, consultants, professional advisors, or agents of DC, (ii) if required by law, (iii) if DC’s believes that it is necessary to do so to prevent harm to a third party, DC, or CLIENT.
9. Intellectual Property
a. All materials provided by DC to CLIENT (“DC Content”) are and shall remain the sole property of DC or other party licensing use of DC Content. CLIENT shall not make other uses of or modify, copy, or adapt, or create derivate works based on DC Content without DC’s prior written consent. CLIENT shall not post or share DC Content on social media or otherwise disseminate DC Content without DC’s prior written consent. Client shall not reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes any portion of the Services or access to the Services. This Section 9 is a material term of this Agreement and breach of this Section 9 shall be cause for immediate termination of this Agreement. In the event of such termination, CLIENT shall not be entitled to recoup any amounts paid and shall remain responsible for all outstanding fees due under this Agreement.
10. Warranty Disclaimer
a. DC DOES NOT REPRESENT OR WARRANT THAT THE SERVICES (i) WILL MEET CLIENT’S EXPECTATIONS OR (ii) GUARANTEE RESULTS. CLIENT ASSUMES TOTAL RESPONSIBILITY AND RISK FOR CLIENT’S USE OF THE SERVICES PROVIDED BY DC. DC HAS NO CONTROL OVER AND EXPRESSELY DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR THE ACTS OR OMISSION OF CLIENT. DC MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE GIVEN BY DC, ITS EMPLOYEES, CONTRACTORS, OR AGENTS SHALL CREATE A WARRANTY.
11. Limitation of Liability
a. IN NO EVENT SHALL DC, ITS AFFILIATES OR AGENTS BE LIABLE TO CLIENT FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOST OR IMPUTED PROFITS OR ROYALTIES, COST OF PROCUREMENT OF SUBSTITUTE SERVICES ARISING FROM OR RELATED TO THE SERVICES OR THIS AGREEMENT WHETHER FOR, AMONG OTHER THINGS, BREACH OF WARRANTY OR ANY OBLIGATION ARISING THEREFROM, AND WHETHER LIABILITY IS ASSERTED IN, AMONG OTHER THINGS, CONTRACT OR TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. IN ADDITION, CLIENT’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THE SERVICES OR THIS AGREEMENT SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE AMOUNT ACTUALLY PAID TO DC BY CLIENT. CLIENT WAIVES ANY CLAIM THAT THESE EXCLUSIONS OR LIMITATIONS DEPRIVE CLIENT OF AN ADEQUATE REMEDY, OR CAUSE THIS AGREEMENT TO FAIL OF ITS ESSENTIAL PURPOSE.
a. CLIENT shall defend, indemnify, and hold harmless DC, DC’s shareholders, trustees, affiliates, agents, and successors from and against any and all liabilities and expenses whatsoever – including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys fees, and disbursements – which any of them may incur or become obligated to pay arising out of or resulting from the offering for sale, the sale, and/or use of the Services, excluding, however, any such expenses and liabilities which may result from a breach of this Agreement or sole negligence or willful misconduct by DC. CLIENT shall defend DC in any legal actions, regulatory actions, or the like arising from or related to this Agreement. CLIENT recognizes and agrees that all of DC’s shareholders, trustees, affiliates, agents, and successors shall not be held personally responsible or liable for any actions or representations of DC.
13. Dispute Resolution
a. All disputes and claims arising from and relating to this Agreement shall first be submitted to mediation upon written demand of either Party, before a mediator from a list of at least three licensed attorneys providing mediation services in Boulder County, Colorado submitted by the party demanding mediation, with the mediator to be selected within 14 days by the other Party. If mediation is unsuccessful in resolving the dispute or claim, the dispute or claim shall be subject to mandatory and binding arbitration pursuant to the applicable rules and procedures of the American Arbitration Association (AAA) or other agreed upon alternative dispute resolution association. The location of any arbitration hearing shall be Boulder County, Colorado unless otherwise agreed to by the Parties. The Parties shall mutually select a sole arbitrator, and if they are unable to agree, the arbitrator will be appointed by the AAA or other dispute resolution association.
a. Amendments and Waivers. Neither this Agreement nor any term or provision hereof may be changed, modified, released, discharged, abandoned, or otherwise amended, in whole or in part, in any manner other than by an instrument in writing, signed by CLIENT and DC.
b. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the respective Parties and their successors and assignees, heirs and legal representatives, except as otherwise expressly provided herein. Neither Party may assign this Agreement or any of its rights, interests, or obligations hereunder without the written consent of the non-assigning Party.
c. Construction. This Agreement shall be construed and enforced in accordance with the laws of the State of Colorado, without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Colorado.
d. No Third Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person other than the Parties and their heirs, legal representatives, and respective successors.
e. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions thereof or the validity or enforceability of the offending terms and provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or areas of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time when the judgment may be appealed.
f. Entire Agreement. This Agreement, including any other agreements referenced herein, each of which is incorporated herein, constitutes the entire and exclusive statement and the agreement between the Parties with respect to its subject matter and there are no oral or written representations, understandings, or agreements relating to this Agreement which are not fully expressed herein. In the event of a conflict between this Agreement and any marketing materials used by DC or statements by DC’s representatives or employees, the provisions in this Agreement shall be controlling.
g. Consultation with Legal Counsel. The Parties represent and warrant that they have had a reasonable opportunity to obtain independent legal counsel in connection with this Agreement; that each party understands and agrees to the terms and conditions stated herein; and that each party freely enters into this Agreement with the express intent to be bound by it.
h. Counterpart Execution. This Agreement may be executed in a number of identical counterparts. If so executed, each of the counterparts shall, collectively, constitute but one Agreement. In making proof of this Agreement it shall not be necessary to produce or account for more than one counterpart.
i. Submission to Jurisdiction. The Parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, whether in contract, tort or otherwise, shall be brought in the state or federal courts located in Boulder County, Colorado, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Colorado.
j. Waiver. The failure to insist upon strict performance of a covenant hereunder or of any obligation hereunder, irrespective of the length of time for which such failure continues, shall not be a waiver of such right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation hereunder, shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.
k. Electronic Execution. CLIENT understands and agrees that this Agreement may be executed electronically by CLIENT selecting “I agree” after being presented with the Agreement via DC’s website. CLIENT’s selection of “I agree” shall have the same effect as CLIENT’s original or manual signature. This Agreement may be executed and delivered by electronic means and upon such delivery the electronic signature will be deemed to have the same effect as if the original or manual signature had been delivered to the other Party.