This Agreement is Made Between
Coach, Joy Martinez (StrengthsDNA, LLC)
Personal Strengths Empowerment Coach
This is the contract for the Strong Business course standard option. Payment to be paid through SamCart payment processing system—one-time payment.
No course materials may be shared, forwarded, duplicated, or re-sold, intentionally or unintentionally.
Please read through the Terms and Conditions for the Program. If you have any questions, please ask them before signing this document.
You may email Joy at firstname.lastname@example.org.
By digitally signing this agreement, you ("Client or Coachee") are entering into a legally binding agreement with StrengthsDNA ("Company"), a Michigan company, according to the following terms and conditions:
1. COMPANY'S SERVICES. Upon execution of this Agreement, electronically, verbally, or otherwise, the Company agrees to render services related to education, seminar, consulting, coaching, and/or business-coaching (the "Program"). The terms of this Agreement shall be binding for any further goods/services supplied by Company to Client.
2. COMPENSATION. Client agrees to compensate Company according to the payment schedule set forth on Company's website (or as agreed upon) and the payment plan selected by Client (the "Fee"). All payments must be made in USD (United States Dollars).
2a. NON CONFORMANCE OF PAYMENT. If failure to pay, the Company has the right to hire a lawyer to retrieve the funds owed to the Company. If Client does not win the case, Client shall pay for all of Company's lawyer fees on top of amounts owed to Company. Company shall charge a 5% (five-percent) late penalty to all balances that are not paid in a timely manner by Client (30 days overdue).
3. REFUNDS. Upon execution of this Agreement, Client shall be responsible for the full extent of the Fee. If Client cancels attendance or participation in the Program for any reason whatsoever, Client will receive no refund.
4. CHARGEBACKS AND PAYMENT SECURITY. To the extent that Client provides Company with Credit-Card(s) information for payment on Client’s account, Company shall be authorized to charge Client’s Credit Card(s) for any unpaid charges on the dates set forth herein. If client uses a multiple- payment plan to make payments to Company, Company shall be authorized to make all charges at the time they are due and not require separate authorization in order to do so. 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 on chargebacks and any collection fees associated therewith. Client shall not change any of the credit card information provided to Company without notifying Company in advance.
5. NO RESALE OF SERVICES PERMITTED. Client agrees not to reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purposes, any portion of the Program (including course and Program materials), use of the Program, or access to the Program. This agreement is not transferrable or assignable without the Company's prior written consent.
6. NO TRANSFER OF INTELLECTUAL PROPERTY. Company's copyrighted and original materials shall be provided to the Client for his/her individual use only and a single-user license. Client shall not be authorized to use any of Company's intellectual property for Client's business purposes. Client shall not be authorized to share, copy, distribute, or otherwise disseminate any materials received from Company electronically or otherwise without the prior written content of the Company. All intellectual property, including Company's copyrighted course or Program materials, shall remain the property of the Company. No license to sell or distribute Company's materials is granted or implied.
7. LIMITATION OF LIABILITY. By using Company's services and enrolling in the Program, Client releases Company, it's officers, employees, directors, and related entities from any and all damages that may result from anything and everything. The Program is only an educational/coaching service being provided. Client accepts any and all risks, forseeable or nonforseeable, arising from such transactions. 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 lesser of (a) the total fees Client paid to Company in the one month prior to the action giving rise to the liability, and (b) $1,000. All claims against Company must be lodged with the entity having jurisdiction within 100-day 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; directed, 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.
8. DISCLAIMER OF GUARANTEE. Client accepts and agrees that she/he is 100% responsible for his/her progress and results from the Program. Client accepts and agrees that she/he 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 enumerated herin. Company and its affiliates disclaim the implied warranties of titles, merchant ability, and fitness for a particular purpose. Company makes no guarantee or warranty that the Program will me Client's requirement(s) or that all clients will achieve the same result.
9. PROGRAM RULES. To the extent that Client interacts with Company staff and/or other Company clients, Client agrees to at all times behave professionally, courteously, and respectfully with staff and clients. Client agrees to abide by any Program rules presented by Company. The failure to abide by Program rules shall be cause for 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 amounts of the Fee.
10. USE OF PROGRAM MATERIALS. Client consents to recordings being made of courses and the Program. Company reserves the right to use, at its sole discretion, course or Program materials, videos and audio recordings of courses, and materials submitted by Client in the context of the course(s) and the Program for future lecture, teaching, and marketing materials, and further other goods/services provided by Company, without compensation to the Client. Client consents to its name, voice, and likeness being used by Company for future lecture, teaching, and marketing materials, and further other goods/services by Company, without compensation to the Client.
10b. OWNERSHIP OF INDIVIDUAL STRENGTHS. The individual who participated in the StrengthsFinder® assessment owns his or her results, regardless of whether the individual purchased the Access Code, or the Access Code was purchased for his or her benefit by the Company. Only the individual can give permission to share his or her results. If Company purchases StrengthsFinder access for an individual client, Company may be granted access to the results, but Client will still own the results, and the Company may not share the individual results without prior consent from the Client. If Company receives access to individual Client results, Company has obligation to protect the privacy and confidentiality of the Client.
10c. STRENGTHS PRODUCTS. Gallup is not a party to this Agreement, and shall have no liability whatsoever with respect to any of the services that are the subject of this contract. The services I provide under this contract are not provided, warrantied, or sponsored by Gallup.
10d. NOT AUTHORIZED REPRESENTATIVES OF GALLUP. The non-Gallup information Client receives has not been approved and is not sanctioned or endorsed by Gallup in any way. Opinions, views, and interpretations of StrengthsFinder® results are solely the beliefs of Company or its affiliated - StrengthsDNA and Joy Martinez.
11. NO SUBSTITUTE FOR MEDICAL TREATMENT. Client agrees to be mindful of his/her own wellbeing during the course or Program and seek medical treatment (including, but not limited to psychotherapy), if needed. Company does not provide medical, therapy, or psychotherapy services. Company is not responsible for any decisions made by Client as a result of the coaching and any consequences therof.
12. TERMINATION. In the event that Client is in arrears of payment or otherwise in default of this Agreement, all payments due here under shall be immediately due and payable. Company shall be allowed to immediately collect all sums from Client and terminate providing further services to Client. In the event that Client is in arrears of payments to Company, Client shall be barred from using any of Company's services.
13. CONFIDENTIALITY. The term "Confidential Information" shall mean 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 discussion with Client, the coaching session with Company, 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. All correspondence and documents/files provided will be treated as confidential between the Client and Company, unless consent (verbal, electronic e-mail, or written) has been granted by both Client and Company. Confidential information does not include (a) any information that is in the public domain, (b) becomes publicly known through no fault of the receiving party, or (c) is otherwise known by the receiving party before obtaining access to it under this Agreement or properly received from a third party without an obligation of confidentiality.
14. NON-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 shall be in the venue set forth herein below. In the event of a dispute between the Parties, the parties agree that they neither will engage in any conduct or communications, public or private, designed to disparage the other.
15. INDEMNIFICATION. Client shall defend, indemnify, and hold harmless Company, Company’s shareholders, trustees, affiliates, and successors from and against any and all liabilities and expense 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 product(s), excluding, however, any such expenses and liabilities which may result from a breach of this Agreement or sole negligence or willful misconduct by Company, or any of its shareholders, trustees, affiliates or successors. Client shall defend Company in any legal actions, regulatory actions, or the like arising from or related to this Agreement. 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.
16. CONTROLLING AGREEMENT. In the event of any conflict between the provisions contained in this Contract and any marketing materials used by Company, Company’s representatives, or employees, the provisions in this Agreement shall be controlling.
17. CHOICE OF LAW/VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan without giving effect to any principles or conflicts of law. The parties hereto agree to submit any dispute or controversy arising out of or relating to this Agreement to arbitration in the state of Michigan, Kent County pursuant to the rules of the American Arbitration Association, which arbitration shall be binding upon the parties and their successors in interest. The prevailing party is entitled to be reimbursed for all reasonable legal fees from the non- prevailing party in order to enforce the provisions of this Agreement.
18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, oral or written. This Agreement may be modified only by an instrument in writing duly executed by both parties.
19. SURVIVABILITY. The ownership, non-circumvention, non-disparagement, proprietary rights, and confidentiality provisions, and any provisions relating to payment of sums 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.
20. SEVERABILITY. If any of the provisions contained in this Agreement, or any part of them, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of such provision or any other provision contained herein, which shall be given full effect regardless of the invalid provision or part thereof.
21. COMPLIANCE WITH LAWS. Company shall, with all reasonable effort, comply with the applicable rules and regulations, such as the Americans with Disabilities ("ADA"). However, Company and it's affiliates are not experts and make no representations or warranties in connection with compliance with such rules, codes or regulations.
22. OTHER TERMS. Upon execution by clicking “I agree,” and by digitally signing this Agreement, the Parties agree that any individual, associate, and/or assign shall be bound by the terms of THIS AGREEMENT. A facsimile, electronic, or e-mailed executed copy of this Agreement, with a written or electronic signature, shall constitute a legal and binding instrument with the same effect as an originally signed copy.