Terms and Conditions
All goods and/or services (collectively, the “Program” or “Coaching”) furnished by Matters of Perspective, LLC (“MOP”), shall be in accordance with the following terms and conditions (“Terms and Conditions”) unless set forth in an agreement executed by and between MOP and the Client of the Program (“Client”). The quote delivered herewith in the corresponding Enrollment Agreement (the “Agreement”) and any attachments, exhibits, or other information attached thereto or incorporated therein, together with these Terms and Conditions (collectively, the “Agreement”), constitute the entire and exclusive agreement between MOP and Client regarding the Coaching. No prior, additional, contrary or inconsistent terms and/or conditions contained in any agreement, confirmation or written correspondence with Client will apply to the Coaching offered under this Agreement. No other terms or conditions will be effective unless made in writing and signed by an authorized representative of MOP. The person or entity assigned to provide coaching services to Client (hereinafter “Coach”) shall be deemed a third-party beneficiary of these Terms and Conditions, as applicable.
MOP reserves the right to accept or reject any Client in its own discretion. MOP reserves the right to cancel any Client’s enrollment even if accepted, at any time, in MOP’s sole discretion.
1. Price and Payment Terms.
a. The total amount due under this Agreement shall be as set forth in the Agreement (the “Program Price”). The Program Price extended is the cash Program price and reflects the amount due in United States dollars if paid in cash. The Client will pay fees for services as set forth in the Agreement. Payment by Client shall be due and owing and chargeable to any credit card provided by Client, as set forth in the Agreement.
b. In the event Client fails to make payments in accordance with these Terms and Conditions, MOP may, in addition to all other remedies available at equity or law, (i) defer any further Coaching until such payments are made or (ii) terminate the Agreement. MOP may also assess a late payment charge on any amount not received by MOP on or before the due date therefor equal to one percent (1%) per month, or the highest rate permitted by applicable law, whichever is lower.
c. In the event of any disputed charge on an invoice, Client shall pay the undisputed portion of such invoice and provide MOP with written notice of such dispute and the reasons therefor on or before the applicable payment due date. The parties agree to attempt to negotiate a resolution to such dispute within 30 days following the scheduled payment date.
2. Services. Company agrees to provide personal and professional coaching services for the Client consistent with this Agreement and any additional attached terms. Coaching is a joint effort between the Coach and the Client in a thought-provoking and creative process that inspires the Client to maximize personal and professional potential. Coaching is designed to facilitate the creation/development of personal, professional or business goals and to develop and carry out strategies and plans for achieving those goals.
3. Client Responsibility. Client acknowledges that coaching is a comprehensive process that may involve different areas of his or her life, including work, finances, health, relationships, education and recreation. Client agrees that deciding how to incorporate coaching principles and implement choices is exclusively the Client’s responsibility. Client acknowledges that coaching does not involve the diagnosis or treatment of mental disorders and that coaching is not to be used as a substitute for counseling, psychotherapy, psychoanalysis, mental health care, substance abuse treatment, or any other professional advice by legal, medical or other qualified professionals and that it is the Client’s exclusive responsibility to seek such independent professional guidance as needed. The Client understands that in order to enhance the coaching relationship, the Client agrees to communicate honestly, be open to feedback and assistance, and to create the time and energy to participate fully in the program.
4. Procedures. The time of the coaching meetings and/or location will be determined by Coach and Client based on a mutually agreed upon time. The Client will initiate all scheduled calls and will call the Coach for all scheduled meetings. If the Coach will be at any other number for a scheduled call, Client will be notified prior to the scheduled appointment time. Client agrees that it is the Client’s responsibility to notify the Coach at least 48 hours in advance of the need to cancel any scheduled calls/meetings. Company reserves the right to bill Client for a missed meeting if proper notice of cancellation is not given. The Coach will attempt in good faith to reschedule the missed meeting.
5. Taxes. In addition to the price payable for the Coaching offered pursuant to this Agreement, Client will promptly pay and be responsible for, any taxes and/or charges imposed or required to be paid by any federal, state, or local governmental authority in connection with the Coaching or the price, sale, transfer, transport, delivery or provision thereof to Client hereunder or the use of any goods or services received by Client, including any federal, state, or local excise, sales, use, value-added and/or other tax or charge; and any tariffs, duties, fees, licenses or other charges (collectively, “Taxes”). The foregoing applies whether the Taxes are included on the invoice for the applicable Coaching or are separately invoiced to Client.
6. Cancellation of Agreement. If enrolled in a monthly or six (6) month program, Client shall be allowed to cancel this Agreement within the first thirty (30) days for a full refund. If Client is participating in a six (6) month program, Client shall be allowed to cancel this Agreement between thirty (30) and sixty (60) days of signing the Agreement for a fifty percent (50%) refund. No refund shall be allowed other than as set forth herein.
7. EXCEPT AS EXPRESSLY STATED HEREIN, MOP MAKES NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. MOP MAKES NO REPRESENTATIONS AS TO EXPECTED OUTCOMES OF SERVICES PROVIDED PURSUANT TO THIS AGREEMENT.
8. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL MOP BE LIABLE FOR ANY DIRECT, COLLATERAL, INCIDENTAL, EXEMPLARY, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR BUSINESS INTERRUPTION RESULTING FROM ANY CAUSE WHATSOEVER, EVEN IF MOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MOP’S TOTAL LIABILITY ARISING FROM OR RELATED TO THE COACHING MATERIALS AND/OR SERVICES, CUMULATIVE OF ALL INCIDENTS OR CLAIMS, SHALL NOT EXCEED THE LESSER OF THE PROGRAM PRICE OR AMOUNT ACTUALLY PAID BY CLIENT TO MOP FOR SUCH COACHING MATERIALS AND/OR SERVICES. THE EXISTENCE OF ONE OR MORE CLAIMS SHALL NOT ENLARGE THIS LIMIT.
9. Client Acknowledgements. Client is solely responsible for his/her own physical, mental and emotional well-being, decisions, choices, actions and results arising out of or resulting from the coaching relationship and his/her interactions with the Coach. As such, the Client agrees that neither Company nor any Coach shall be liable or responsible for any actions or inactions, or for any direct or indirect result of any services provided by Company or the Coach. Client understands coaching is not therapy and does not substitute for therapy if needed, and that coaching does not prevent, cure, or treat any mental disorder or medical disease.
10. Solvency. Client’s order constitutes a representation that Client is solvent and able to pay for the Coaching ordered. If Client fails to pay the Program Price (or any other terms due hereunder) when due, or if bankruptcy or insolvency proceedings are instituted by or against Client, or if Client makes an assignment for the benefit of its creditors, Client will be deemed to be in material default and MOP will have the right to terminate its obligations hereunder, but such termination shall not affect Client’s obligation to pay in full the Program Price, regardless of the amount of materials and/or services provided.
11. Indemnification. Client agrees to indemnify, defend and hold harmless MOP and its members, officers, managers, agents, affiliates, subsidiaries, and consultants from and against all claims, demands, obligations and liabilities (including reasonable attorney’s fees), for any injury to any person, and loss of or damage to property, arising from or relating to the Coaching.
12. Confidentiality. The Coach-Client relationship is not considered a legally confidential relationship and thus communications are not subject to the protection of any legally recognized privilege. Company agrees to use best efforts not to disclose any information designated by Client as confidential information without the Client’s consent, unless otherwise required by law. Company shall not be responsible for any protection of information not designated in writing by Client as confidential information, nor shall Company be responsible for any disclosure of information by the Coach.
13. Intellectual Property. Client acknowledges that Company is engaged in a business model, operations, materials, marketing plans, know-how, processes, and services which would constitute trade secrets. As such, Client agrees not to use any such trade secrets at any time for the benefit of Client, nor shall Client share such trade secrets with others or use such trade secrets himself/herself for the purpose of facilitating any competing enterprise. Client shall not, directly or indirectly, engage in services under any business model the same as or similar to the Company’s business and operations.
Further, coaching materials and/or services may be the subject of patents, pending patent applications, copyrights, trademarks or trade secrets. Except as expressly provided in a signed writing or as required by applicable law, no license or other rights, whether express or implied, are granted to Client with respect to any patents, copyrights, trademarks, trade secrets, derivative works, or other intellectual property rights owned or controlled by MOP or Coach, whether wholly or in part, unless expressly provided herein. Client agrees that all coaching materials, curricula, drawings and other technical material provided by MOP or Coach, whether prepared by MOP or third parties under contract with MOP, contain data which embody trade secrets and confidential know-how of commercial value to MOP or third parties under contract with MOP. Client agrees to keep such information confidential, that it will not disclose such information to any other person or entity, and will not use such information except in connection with the coaching.
14. Dispute Resolution.
a. Any dispute, controversy or claim arising out of, or relating to this Agreement or the furnishing of coaching hereunder, including without limitation, a dispute related to breach, termination, invalidity of, or liability under this Agreement, that has not been resolved by good faith negotiation within 30 days after disclosure of the dispute to the other party hereto, shall be settled by binding arbitration conducted by a single arbiter, pursuant to the Commercial Arbitration Rules of the American Arbitration Association conducted in the location agreed upon by the parties or in El Paso County, Colorado, and requiring completion of the process and a written reasoned decision of the arbiter no later than one hundred and twenty (120) days after referral to arbitration. The arbiter shall be authorized and empowered to include in the arbiter’s award a requirement and order that the non-prevailing party pay a designated amount of the reasonable attorney’s fees and reasonable expenses of the prevailing party. To the extent payment of attorney’s fees and expenses is not awarded by the arbiter, each party shall be responsible for payment of its attorney’s fees and expenses incurred in connection with such dispute. The fees and expenses for use of the arbitration facilities and the arbiter shall be shared equally between the parties, unless otherwise allocated by the arbiter. The award and decision of the arbiter will be conclusive and binding upon all parties, and judgment upon the award may be entered in any court of competent jurisdiction. Nothing herein will be construed to prevent any party’s use of injunction, and/or any other equitable remedy.
b. Any proceedings to resolve or litigate any dispute, controversy or claim, whether through arbitration or otherwise, shall be considered unique as to its facts and must be conducted solely on an individual basis. Neither Client nor MOP shall seek to have any dispute heard as a class action, private attorney general action, multi-plaintiff action, consolidated or collective action, or in any other proceeding in which a party proposes to act in a representative capacity. There shall be no right to consolidate or combine any dispute, controversy or claim with any other dispute, controversy or claim without the prior written consent of all parties to all affected proceedings or arbitrations.
c. CLIENT SHALL BE BARRED FROM BRINGING ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS AND THE GOODS AND SERVICES SOLD IN CONNECTION THEREWITH UNLESS AN ARBITRATION OR, IF APPLICABLE, JUDICIAL PROCEEDING IS COMMENCED WITHIN 1 YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO THE DISPUTE, CONTROVERSY, OR CLAIM.
d. This Section 14 shall survive the termination of these Terms and Conditions.
a. Assignment. Neither party shall have the right to assign its rights or obligations under this Agreement without the prior written consent of the other party hereto; provided, however, that MOP shall be permitted to assign this Agreement to any of its subsidiaries or affiliates now or hereinafter existing, including any acquirer of or successor in interest to MOP.
b. Modifications. No change, amendment or modification of this Agreement between the parties shall be binding upon the parties unless made in writing and signed by an authorized representative of MOP and Client.
c. Authority. Client represents and warrants that Client has the right and authority to enter into this Agreement and to perform on its obligations herein.
d. Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Colorado, without regard to choice or conflict of laws rules. Any legal action concerning a claim or dispute involving Client and MOP and not subject to arbitration as set forth above, shall be brought in a state court located in El Paso County, Colorado, and Client expressly consents to the jurisdiction of any such court and agrees that venue is proper in any such court.
e. Notice. All notices, requests and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Enrollment Agreement 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), or certified or registered mail (in each case, return receipt requested, postage prepaid).
f. No Agency. These Terms and Conditions do not create an agency, employment, partnership, joint venture or franchise relationship between MOP and Client. Neither party shall have the authority to create any obligation on the other or assume any obligation of the other.
g. Waiver. No delay or failure by MOP in exercising any right hereunder shall constitute a waiver of that right or any other right.
h. Severability. The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any one or more of the provisions hereof shall not affect the validity or enforceability of the other provisions hereof.
i. Headings. The headings used herein are for convenience only and shall not affect the meaning or interpretation of this Agreement.