Terms & Conditions
The Art of Going Gray
Online Coaching Terms and Conditions
1. Applicability. These terms and conditions for services (these “Terms”) are the only terms that govern the provision of services by The Art of Going Gray, LLC. (“Coach”) to any person or entity hiring Coach for individual or group coaching, or other services or classes offered by Coach “Client”. Any accompanying invoices, program, service or class descriptions on the website and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and any other program, service or class descriptions on the website, these Terms shall control.
2. Services. Coach shall provide the services to Client (the “Services”) in accordance with these Terms and based on any specific descriptions on Coach’s website (the “Program Description”). Services will primarily take the form of telephone, video conferencing (“Meetings”), or email consultations. For 1:1 coaching clients, a single session will last approximately thirty (30) minutes however the parties may agree to meet for longer or shorter sessions. Meetings will be scheduled as agreed upon by the parties and must be scheduled at least two (2) business days in advance. Client understands that these Services are of a personal nature and from time to time may deviate from the general Program Descriptions in order to tailor the Services for Client’s individual needs and circumstances.
3. Limitation on Services. Client understands that Services are not a substitute for services from a licensed medical doctor or physician. Additionally, Coach is not acting as a psychotherapist and neither Coach does not purport to offer mental health care.
4. Communication. Client may contact Coach by email or through the portal. Personal contact through social media networks (i.e. direct messaging) are not an acceptable form of communication for coaching matters. Client should allow twenty-four (24) hours for a response to communications.
5. Service Dates. Coach shall use reasonable efforts to abide by the schedule for Meetings and any other service dates specified in the program descriptions provided in Section 2 herein or additional written schedules provided by Coach or mutually agreed upon, in writing, by Coach and Client. These dates may be impacted by Force Majeure events as specified in Section 20 herein.
6. Cancellations, No Refunds. Coach understands that Client may need to cancel or reschedule Meetings from time to time. Client must provide at least twenty-four (24) hours notice for any cancellations or requests to change the time of scheduled Meetings. Make-up sessions will not be offered if Client cancels without providing at least twenty-four (24) hours notice. All coaching fees are non-refundable.
7. Client’s Obligations. Client shall:
(a) disclose health, nutritional and fitness information as may reasonably be requested by Coach, for the purposes of performing the Services;
(b) participate in all Meetings unless a medical or personal emergency arises (Client must provide notice per the requirements of Section 6); and
(c) actively participate and complete all assignments provided by Coach.
8. Client’s Acts or Omissions. If Coach’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client, Coach shall not be deemed in breach of its obligations under this Agreement.
9. Extension of Coaching. In the event that 1:1 clients wish to extend the service dates beyond the initial term, Client and Coach shall mutually agree upon the timeframe for additional services. The Coach will provide written notice of any additional fees and invoice the Client consistent with Coach’s billing process.
10. Fees and Expenses; Payment Terms; Interest on Late Payments.
(a) In consideration of the provision of the Services by Coach and the rights granted to Client under this Agreement, Client shall pay the fees (in US dollars) provided in the Program Descriptions or on invoices submitted by Coach through PayPal or another online payment processor provided by Coach. If a payment is declined or returned due to the funds not being available in the Client’s account at the time of drafting (“NSF”) then Client must pay a seventy-five ($75.00) dollar fee.
(b) From time to time, Coach may offer monthly installment plans. In the event that Client receives a service for which Coach offers an installment plan, then all payments will be automatically drafted through PayPal or another payment processor provided by Coach. If a payment is declined, returned or late due to the funds not being available in the Client’s account at the time of drafting (“NSF”) then Client must pay a fifty ($50.00) dollar fee.
(c) If Coach has not offered an installment plan and payments are not received by Coach prior to the start date of Services then Coach will have the right to restrict Client’s access to all coaching portals and resources and may further suspend performance for all Services until payment has been made in full.
11. Refunds. Notwithstanding Section 6 herein, Client may request a refund if the coaching did not meet Client’s expectations. In order to qualify for a refund, Client must complete all assignments for the program, Client must notify Coach of Client’s refund request within fourteen (14) days of the end of the program and Client must provide proof that Client completed all assignments. There are no exceptions to this refund policy except that from time to time and in limited circumstances, certain programs may have a different refund policy. If so, Client will be informed of those terms in a separate Client contract and that contract will override the refund policy herein. Coach reserves the right to change the refund policy at any time (except that clients currently enrolled in services will be granted the refund terms that were in effect upon the date of enrollment).
12. Taxes. Client shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Client hereunder.
13. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Client under this Agreement or prepared by or on behalf of Coach in the course of performing the Services, including any resources, processes, assessments, or methodologies, that Client becomes privy to during the delivery of Services (collectively, the “Coaching Materials”) except for any Confidential Information of Client or Client materials shall be owned by Coach. Coach hereby grants Client a license to use all Coaching Materials free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicenseable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Client to make reasonable use of the Services for Client’s own personal nutrition, fitness and wellness journey and not for any commercial or business purpose. Coaching Materials may not be reproduced for any reason.
14. Confidential Information.
(a) All non-public, confidential or proprietary information of Coach, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to Clients, pricing, and marketing (collectively, “Confidential Information”), disclosed by Coach to Client, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Client without the prior written consent of Coach. Confidential Information does not include information that is: (i) in the public domain; (ii) known to Client at the time of disclosure; or (iii) rightfully obtained by Client on a non-confidential basis from a third party.
(b) Coach agrees not to use or disclose, directly or indirectly, for any reason or in any way, other than at the express written direction of Client any confidential information of Client. This obligation not to use or disclose the Confidential Information does not apply to any information that is public knowledge, provided that the Coach did not cause it to become public knowledge. Furthermore, the conversations during the Meetings are confidential and will be protected as such. Information will be shared outside of sessions only with Client’s written consent or in the event that a Court demands it.
(c) The parties shall be entitled to injunctive relief for any violation of this Section.
15. Representation and Warranty. Coach represents and warrants to Client that it shall perform the Services in accordance with generally recognized industry standards for similar services.
16. Disclaimer of Warranties, Testimonials. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 15 ABOVE, COACH MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY GUARANTEE OR PROMISE OF INCOME, HEALTH OR FITNESS RESULTS; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. ADDITIONALLY, COACH MAY POST CLIENT TESTIMONIALS BUT THOSE TESTIMONIALS ONLY PROVIDE INFORMATION CONCERNING PAST RESULTS AND DO NOT PROMISE FUTURE PERFORMANCE OR OUTCOMES.
17. Limitation of Liability.
(a) IN NO EVENT SHALL COACH BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT COACH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(b) IN NO EVENT SHALL COACH’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED TWO TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO COACH PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
(c) The limitation of liability set forth in Section 16(b) above shall not apply to (i) liability resulting from Coach’s gross negligence or willful misconduct.
18. Termination. In addition to any remedies that may be provided under this Agreement, either Coach or Client may terminate this Agreement within three (3) days of acceptance of this Agreement. The Agreement shall be considered accepted when Client signs/submits the Terms by way of a clickwrap agreement. Coach may terminate this Agreement with immediate effect upon written notice to Client, if Client fails to pay any amount when due under this Agreement or Client harasses or makes derogatory comments towards other group coaching clients.
19. Waiver. No waiver by Coach of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Coach. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
20. Force Majeure. The Coach shall not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Coach including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting internet service, carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of thirty (30) days, Client shall be entitled to give notice in writing to Coach to terminate this Agreement.
21. Assignment. Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Coach. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Client of any of its obligations under this Agreement.
22. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
23. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
24. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Vermont without giving effect to any choice or conflict of law provision or rule (whether of the State of Vermont or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Vermont.
25. Submission to Jurisdiction. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof located in the State of Vermont in Windsor County.
26. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the Coach at firstname.lastname@example.org. All Notices to clients will be addressed to the email address provided by the client upon enrollment.
27. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
28. Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Governing Law, Submission to Arbitration and Survival.
29. Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.