This Client Agreement (the “Agreement”) is entered into as of the last day of signature (the “Effective Date”) between BECOMING YOUR BEST WITH JENNY LYTLE RN LLC (“Company” or “me”) and ("Client" or “you”) (collectively, “Parties” and individually, “Party”).
In consideration of the mutual covenants, promises and undertakings set forth below, the adequacy and sufficiency of which are hereby expressly acknowledged by each of the Parties, the Parties agree as follows:
Coaching must take place within 13 weeks from the program join date or time will be forfeited. Client is responsible for scheduling coaching sessions.
This Agreement, and any other terms incorporated by reference, govern the Client’s access to and use of the program or services purchased by Client from the Company, including any materials, resources, content, functionality, products, coaching, information and services provided by Company (the “Program”).
Client shall pay Company the amount separately agreed to advance, unless expressly agreed to otherwise, for access to and use of the Program.
Client understands that the Program, its resources and any other related information to the Program or services provided by Company are for informational and educational purposes only and are NOT legal, medical, nursing, financial, tax, accounting, or any other professional advice.
- Ownership of Intellectual Property.
The Company grants Client a limited, personal, non-exclusive, non-transferable, revocable license to use and access the Program and its resources for your own personal or business use. The Company does not grant to Client any other licenses, whether express or implied.
The Company is the sole exclusive owner of all rights, including, trademarks, patents, trade secrets, copyrights, moral rights, and all intellectual property rights, in and to the Program and any modifications, adaptations, derivative works, improvements, work product, feedback, ideas, testimonials, surveys, recommendations, and updates to the Program (collectively, the “Company Intellectual Property”). Client shall have no ownership or claim to the Company’s Intellectual Property. Client shall not be permitted to use the Program or Company Intellectual Property in any way except as permitted under the terms of this Agreement. Client shall not utilize, modify, or adapt the Program or Company Intellectual Property for any other programs, products, software or services or other use. Client acknowledges the Company’s exclusive ownership of the Program or Company Intellectual Property and will do nothing at any time, during or after the term of this Agreement, which could adversely affect their validity or enforceability, including any modification or obliteration of the rights of the Program or Company Intellectual Property or goodwill or associated with the Company, the Program, or the Company Intellectual Property. This Agreement shall not give Client any right to use, share, sell, distribute, reverse engineer, alter, or otherwise use the Program or Company Intellectual Property generally, except as specifically authorized herein by the Company. Company may revoke any such rights it specifically authorizes at any point in time in its sole discretion.
Client shall not have any right to use, register or attempt to use or register any trademarks or copyrights identical with or similar to the Company trademarks or copyrights, or claim intellectual property rights identical with or similar to the Company Intellectual Property. All use, applications or registration of the Company’s Intellectual Property by Client in connection with this Agreement shall be subject to the Company’s control, shall inure to the benefit of the Company and be immediately owned by or otherwise immediately assigned to the Company. Any and all modifications, adaptations, derivative works, improvements, work product, feedback, ideas, testimonials, surveys, recommendations, and updates by Client to the Program or its resources or the Company Intellectual Property shall be the sole and exclusive property of the Company.
Client will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found in the Program or its resources.
- Use of The Company Trademarks; Morals
The Company names, logos, slogans, products, designs, and other designations are trademarks of the Company or its affiliates or licensors. Client shall not use such marks or designations without the prior written permission of the Company.
Notwithstanding the foregoing, Client may indicate to others that it is a client of Company’s and is or has participated in the Program, as long as such references are in a positive light. Notwithstanding the foregoing, the Company has the right in its sole discretion to object to any use of the Company trademarks or the Company Intellectual Property and Client shall promptly remove the objected-to use.
Client shall not commit any act or do anything which might reasonably be considered: (i) to be immoral, deceptive, scandalous or obscene; (ii) to injure, tarnish, damage or otherwise negatively affect the reputation and goodwill associated with the Company; or (iii) not in line with the Company’s mission, objectives and values. Breach of this provision in the Company’s sole discretion is cause for immediate termination.
By posting, submitting, uploading, or sending any information, materials, text and photos submitted to the Company during or after the Program (the “Submissions”), Client (i) warrants that it either owns all of the rights or obtained all of the proper permissions for the Submissions and (ii) transfers ownership of the Submissions to the Company. The Company may publish your name and business name in connection with your Submission, such as testimonials. The Company is not obligated to post or use any Submission and may remove any posted or used Submission at any time in its sole discretion.
The Company reserves all rights to update, amend, withdraw, restrict, refuse or terminate access to the Program and any related materials, including access codes, in whole or in part, at any point in time without advanced notice and in the Company’s sole discretion. Client agrees that all information Client provides to the Company is accurate, up to date, complete and in accordance with the Company’s terms and policies that may be amended from time to time. Client shall treat all access codes as confidential and not disclose such information to any other person or entity and shall use caution when accessing the Program.
- Limitations and No Guarantees as to Results.
The Company cannot guarantee the accuracy of all information in the Program and it, nor its affiliates, agents or employees, shall be liable for any errors or omissions relating to the Program. By participating in the Program, you accept responsibility for any potential harm or damage suffered for the use or non-use for the Program or any information and agree to use your best judgment before taking any actions based on the information in the Program. The Company cannot guarantee any results from the Program, and has not made any guarantees, representations or warranties as to any results. Any results are beyond the control of the Company.
The Company is not responsible, in any manner whatsoever, for the acts, omissions or information provided by third parties who are featured or mentioned in the Program. The Company does not guarantee the accuracy or veracity of any information provided by third parties who are featured or mentioned in the Program.
- Cancellation Policy; Refund Policy.
To honor the valuable time of both Client and Company, twenty-four (24) hour advance written notice is required for all cancellations and changes to sessions. If Client does not show or provide twenty-four (24) hour notice, Client will be charged for that session. If Client arrives or calls late, Client will receive its remaining scheduled time only. If client is more than ten (10) minutes late, that will be considered a no-show and Client will be charged in full for that session.
Client can receive a refund upon written request within five (5) business days after: (i) Client schedules and completes initial coaching call; (ii) completes and submits any agreed-up assignments; and (iii) informs the Company of why it is requesting a refund.
In addition to any other representations and warranties set forth herein, Client warrants to the Company that (i) it has the power and authority to enter into this Agreement and grant the rights granted herein, and that there are no impediments to its execution of this Agreement or performance of its obligations hereunder, and (ii) any materials or resources provided to the Company by Client do not violate any applicable federal, state, or local law, rule, regulation, ordinances, requirement or code, or infringe or misappropriate the rights of any third party, including any patent, copyright, trademark, trade secret, or moral rights or other intellectual property rights, rights of privacy or publicity, or any contractual right.
- No Warranties by Company.
THE COMPANY MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY OF THE INFORMATION, MATERIALS, PROGRAMS, RESOURCES, PRODUCTS OR SERVICES RELATED TO THE PROGRAM OR THIS AGREEMENT, INCLUDING AS TO ITS RESULTS OR EFFECTS. THE COMPANY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT PERMISSIBLE UNDER THE LAW.
THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES, LIABILITY OR LOSS ASSOCIATED WITH ANY HARM OR DAMAGES SUFFERED BY YOU OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, THE INFORMATION OR THE DATA INCLUDED THEREIN, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EQUITABLE, OR CONSEQUENTIAL LOSS OR DAMAGES.
THE PROGRAM, ALL PRODUCTS, SERVICES AND SOFTWARE, AND THE INFORMATION OR THE DATA INCLUDED THEREIN ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, INCLUDING IMPLIED WARRANTIES AND NON-INFRINGEMENT.
- Term & Termination.
The term of this Agreement shall begin on the date hereof and shall continue until the end of the Program or terminated by the Company for any reason within its sole discretion (the “Term”).
“Confidential Information” means all information, whether disclosed orally or contained or embodied in documents, software, reports, data, records, forms or otherwise, disclosed or made available by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with this Agreement that Receiving Party knows, or should know, to be confidential, including but not limited to client lists, sales figures, business information, strategy and knowhow, proprietary information, plans, procedures, methods and inventions. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is already known to the Receiving Party on a non-confidential basis at the time of disclosure by the Disclosing Party; (ii) is or becomes publicly known through no wrongful act or omission of the Receiving Party; (iii) is independently developed by the Receiving Party without the use of or reference to the Confidential Information; or (iv) is received by the Receiving Party from a third party without restriction and without a breach of an obligation of confidentiality.
The Receiving Party agrees not to use the Confidential Information for its own benefit, for the benefit of any third party, or for any other purpose except in the fulfillment of its obligations and exercise of the rights granted it pursuant to this Agreement. The Receiving Party will not alter, modify, disassemble, reverse engineer or decompile any of the Confidential Information, unless expressly permitted to do so in writing by the Disclosing Party.
The Receiving Party shall not disclose or make available to any third party any Confidential Information of the Disclosing Party without the Disclosing Party’s express, prior written consent.
Receiving Party will immediately inform the Disclosing Party in writing of any suspected, threatened, or actual unauthorized disclosure of, access to, or use of, Confidential Information.
Upon expiration or termination of this Agreement, the Receiving Party will immediately, at the Disclosing Party's option, deliver to the Disclosing Party or destroy all of the Confidential Information and copies thereof. Any Confidential Information retained after the expiration or termination of this Agreement, with or without authorization, shall remain subject to the terms and conditions of this Agreement in perpetuity, notwithstanding the expiration or termination of this Agreement.
Client agrees that if the provisions of this Agreement are not performed in accordance with its specific terms or are otherwise breached, immediate and irreparable harm or injury may be caused to the Company, for which money damages would not be an adequate remedy, and that the Company would be entitled to all remedies, including those under law and equity.
- Indemnities And Remedies For Infringement.
Client hereby agrees to indemnify, hold harmless and defend the Company, its officers, directors, employees, agents and related third parties from and against any and all claims, demands, suits, causes of action, damages, losses, fines, assessments, costs, and expenses, including but not limited to “reasonable attorneys’' fees, settlement amounts, and damages awards, whether for commercial loss, a violation of any law, regulation, code, or standard, including industry standards, or any other form of damage, in connection with the Program or the Company services, any Submissions, postings, statements, information or materials made or provided by Client relating to the Program or the Company services, the Client’s breach of this Agreement, or the Client’s violations of any right of a third party, or any applicable rules, regulations, laws, or ordinances.
- No Joint Venture or Other Relationship.
Nothing herein shall be construed to create or constitute any employment, agency, partnership, franchise, or joint venture arrangement by and between the Parties, and neither the Company nor Client has the power or authority express or implied, to obligate or bind the other in any manner or thing whatsoever.
Client shall not assign, transfer, delegate or subcontract this Agreement or any of its obligations arising under this Agreement (including by operation of law) without the Company’s prior written consent. Any assignment, transfer or delegation in violation hereof shall be null and void.
- Severability; Governing Law; Venue.
In the event that any term or provision of this Agreement shall be held to be invalid, void or unenforceable, then the remainder of this Agreement shall not be affected, impaired or invalidated, and each such term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. All disputes between the Parties (whether based in contract, tort, statute, rule, regulation or otherwise, and whether pending in court or in an arbitral forum) shall be governed by and construed in accordance with the substantive and procedural laws of the State of Indiana, including without limitation its statutes of limitation, without regard to the conflict of laws provisions of Indiana or any other state or jurisdiction. Any and all disputes between the Parties arising out of or related in any manner to this Agreement must be brought, heard, and determined solely and exclusively in the State of Indiana.
In the event of any dispute or claim between the Parties regarding this Agreement, the Parties shall agree to convene and negotiate in good faith to resolve the issue. If after such good faith negotiations the Parties still cannot resolve the claim or dispute, all claims and disputes arising under or relating to this Agreement thereafter are to be settled by binding arbitration in Indianapolis, Indiana. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees. Any such arbitration shall be conducted by an arbitrator experienced in the event industry and shall include a written record of the arbitration hearing. The Parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity or have a conflict of interest. An award of arbitration may be confirmed in a court of competent jurisdiction.
The remedies set forth herein shall not be exclusive of any other remedies available to the Company, all of which are expressly reserved.
Client acknowledges and agrees that it has fully read and understands this Agreement, has had the opportunity to discuss this Agreement with its attorney(s), has had any questions regarding its effect or the meaning of its terms answered to its satisfaction and, intending to be legally bound hereby, has freely and voluntarily executed this Agreement. Client acknowledges that Client has had the opportunity to negotiate the terms and conditions of this Agreement.
This Agreement, including any other terms entered into pursuant hereto, and any exhibits, attachments, addenda and appendices hereto and thereto, and amendments to any of the foregoing that are agreed in writing between the Parties, shall constitute the final, complete and exclusive agreement between the Parties with respect to the subject matter hereof. This Agreement may be modified only in writing and shall be enforceable in accordance with its terms when signed by each of the Parties hereto.
The failure of either Party to exercise any power or right to require performance by the other Party of any part of this Agreement shall not affect the full right to exercise such power or to require such performance at any time thereafter, nor shall the waiver by either Party of a breach of any provision of this Agreement constitute a waiver of any later breach of the same or any other provision. Section headings are used for convenience only and shall not affect the meaning of any provision of this Agreement. The language used in this Agreement shall be deemed to express the mutual intent of the Parties, and no rule of strict construction shall be applied to any provision hereunder. This Agreement may be signed in two counterparts, each of which shall constitute one and the same instrument.
Sections 4-23 shall survive any expiration or termination of this Agreement.
In Witness Whereof, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.