CLIENT HEALTH COACHING SERVICE AGREEMENT
You (the “Client”) agree to this Service Agreement upon payment to Jill May Enterprises LLC (“Company”), having an address of 719 23rd ST SE, Willmar MN 56201.
In consideration of Client retaining Company to perform health coaching services, it is agreed as follows:
- SCOPE OF HEALTH COACHING SERVICES
Client hereby retains Company to provide health coaching services by purchasing the “21 Days to Excellence Program”.
(a) The “21 Days to Excellence” program includes the following services via email and text:
(i) Meal timing advice,
(ii) Nutrition advice,
(iii) Workout advice,
(iv) Daily Tips to stay on track,
(v) Accountability check-ins to make sure you stay on track, and
(vi) A phone call check-in one-on-one with Jill May halfway through the program
(b) Additional services, beyond those described above, will require additional fees to be discussed and agreed upon by the parties in writing.
- CLIENT DUTIES
(a) Compensation: In consideration for the services provided by Company to Client as set forth in paragraph 1 above, Client agrees to pay Company a program fee of $300. The Company shall not perform the program until the payment is received in full or other payment arrangements are made in writing.
(b) Materials Not Provided by Company: Client agrees, if they so choose, to provide all food, workout materials and other materials that may be required by Company to effectively perform the program.
(c) Additional Client Duties: Client is expected to perform Client’s own body composition intake before beginning the program. Client is encouraged to participate in group discussions, which benefit both the Client and the entire group. Client is expected to attend all scheduled calls and the Company is not required to reschedule calls.
This engagement shall commence on the coaching start date and shall continue through completion of the program or cancellation by either party in accordance with paragraph 4.
Client may cancel this Agreement for any reason by providing a minimum of 14 days before the coaching start date by providing written notice to Company. Client may be charged a reasonable cancellation fee of $50 which is reasonable to fill the coaching spot left available. Company may cancel this Agreement at any time for any reason by providing written notice to Client. In the event that Company cancels this Agreement, Company will provide a prorated refund of the program fee within 7 days, based on the number of full days that the Client has already participated in the Program. For example, if the Client has already experienced 7 out of 21 days of the program, then the Client shall be entitled to a refund of 33%.
- NO GUARANTEES
Company cannot guarantee the outcome of health coaching services and Company’s comments about the outcome are expressions of opinion only. Company makes no guarantees other than that the services described in Paragraph 1(a) shall be provided to Client in accordance with the terms of this agreement. Client acknowledges that Company cannot guarantee any results for health, nutrition or fitness as such outcomes are based on subjective factors that cannot be controlled by Company.
(a) Client Information: Any and all Client information and data of a confidential nature, including but not limited to any and all initial body composition information, Client name, Client age (hereinafter referred to as “Confidential Information”), shall be treated by Company in the strictest confidence and not disclosed to third parties or used by Company for any purpose other than for providing Client with the program specified hereunder without Client’s express written consent. Confidential Information shall not include any information which (a) becomes available to the public through no breach of confidentiality by Company, (b) was in Company’s possession prior to receipt from the disclosure, (c) is received by Company independently from a third party free to disclose such information, or (d) is independently developed by Company without use of the Client’s Confidential Information. Upon request, Company hereto will promptly return or destroy all documents containing Confidential Information and delete all electronic records of or containing the same.
(b) Non-Disparagement: Client shall, during and after the participation in and use of the Company’s services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding Company, or any of Company’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.
(c) Social Media: Unless otherwise agreed to in writing, Client agrees to allow Company to post any and all information from the program on social media. The Company uses proper judgment and values each Client’s personal health journey. The Company also recognizes the gratification from publicly sharing and acknowledging health and fitness struggles and wins, and social media is an effective platform to share this information.
(a) Company’s Warranties: Company represents, warrants and covenants that Company has full authority to enter into this Agreement and that all of the services, whether performed by Company or any of its subcontractors, will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable and qualified personnel.
(b) EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED THROUGHOUT THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.
- LIMITATION OF LIABILITY
(a) IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY HEALTHCARE COSTS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND
(b) IN NO EVENT SHALL A PARTY’S LIABILITY EXCEED THE FEES PAID UNDER THIS
AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY.
(c) THE FOREGOING LIMITATIONS IN THIS SECTION 11 SHALL NOT APPLY TO A BREACH OF CONFIDENTIALITY BY A PARTY HEREUNDER OR THE OBLIGATIONS UNDER PARAGRAPHS 4, 6 AND 15.
(d) BY PARTICIPATING IN COMPANY’S COACHING PROGRAM, YOU ACKNOWLEDGE THAT JILL MAY IS NOT A LICENSED PSYCHOLOGIST OR HEALTH CARE PROFESSIONAL AND JILL MAY’S SERVICES DO NOT REPLACE THE CARE OF PSYCHOLOGISTS OR OTHER HEALTHCARE PROFESSIONALS. COACHING IS IN NO WAY TO BE CONSTRUED OR SUBSTITUTED AS PSYCHOLOGICAL COUNSELING OR ANY OTHER TYPE OF THERAPY OR MEDICAL ADVICE. JILL MAY WILL AT ALL TIMES EXERCISE HER BEST PROFESSIONAL EFFORTS, SKILLS AND CARE. HOWEVER, THE COMPANY CANNOT GUARANTEE THE OUTCOME OF COACHING EFFORTS AND/OR RECOMMENDATIONS ON THE COMPANY’S WEBSITE, BLOG, OR EMAIL SERIES AND JILL MAY’S COMMENTS ABOUT THE OUTCOME ARE EXPRESSIONS OF OPINION ONLY. JILL MAY CANNOT MAKE ANY GUARANTEES OTHER THAN TO DELIVER THE COACHING SERVICES PURCHASED AS DESCRIBED.
EFFECT OF HEADINGS
The subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions.
ENTIRE AGREEMENT; MODIFICATION; WAIVER
This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
This Agreement was prepared by Company and Company’s legal counsel. It is expressly understood and agreed that this Agreement shall not be construed against Company merely because it was prepared by its counsel; rather, each provision of this Agreement shall be construed in a manner which is fair to both parties.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and assigns; provided, however, that Client may not assign any of its rights under this Agreement, except to a wholly owned subsidiary entity of Client. The Client may not transfer the services purchased under the program to another person.
GOVERNING LAW; VENUE; ARBITARTION
This Agreement shall be construed in accordance with, and governed by, the laws of the State of Minnesota as applied to contracts that are executed and performed entirely in Minnesota. The exclusive venue for any court proceeding based on or arising out of this Agreement shall be Ramsey County, Minnesota. The parties agree to attempt to resolve any dispute, claim or controversy arising out of or relating to this Agreement by arbitration, which shall be conducted under the then current arbitration procedures of the American Arbitration Association any other procedure upon which the parties may agree. The parties further agree that their respective good faith participation in arbitration is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration or other dispute resolution procedures.
- RECOVERY OF LITIGATION EXPENSES
If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.
If any term, provision, covenant or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.