Terms and Conditions
Effective Date: 1/28/2016
In consideration of the mutual covenants set forth in this Agreement these Group Program Terms and Conditions (“Terms and Conditions”), Client you (Payer“Client”) and Heidi Baker (“Coach” (Heidi Baker) hereby agree as follows:
- Description of Consultations (“Specifications Consultations”).
Coach agrees to develop the consultations Consultations in accordance with the Client’s request needs using suitable standard industry accepted methodologies for the Hygienist Redefined 10 Week Group program (the “Program”). The Coach shall arrange to provide the Consultations to the Client during the Program at specified times.
Client agrees to be open minded to Coach’s group coaching methods and partake in methods proposed. Client understands that Coach has made no guarantees as to the outcome of the coaching sessions Consultations as that Coach is not an employment agent, business manager, recruiter, financial analyst or psychotherapist. The Coach makes no representation or warranty to the Client that any of the coaching methods or the Consultations/Program will work for the Client’s particular circumstances. The Client will not hold the Coach responsible for the failure (in whole or in part) to achieve any of the Client’s goals.
- Refund Policy.
Coach does not offer refunds to ensure that clients Client isare fully committed to the coaching and Program.
- Consent to Recording and Redistribution of Calls.
Client acknowledges that all group calls/Consultations in connection with the Program will be recorded and given access to recordings to continue to listen to for personal growth whether Client actively participated in call or not. CLIENT EXPRESSLY CONSENTS TO THE RECORDING OF HIS/HER VOICE IN CONNECTION WITH ALL CONSULTATIONS, INCLUDING RECORDING OF HIS/HER PARTICIPATION IN CONNECTION THEREWITH. Client also acknowledges that the recordings will be redistributed and/or resold at a later date as part of a separate package sold by Coach. In furtherance thereof, Client hereby assigns to Coach any ideas, messages, comments, responses, thoughts, criticisms, information, results, reviews, suggested improvements and feedback relating to the Consultations and Program that is conceived, learned or reduced to practice in the course of performance under these Terms and Conditions and any patent rights, copyrights (including moral rights; provided that any non-assignable moral rights are waived to the extent permitted by law), trade secret rights, mask work rights and all other intellectual property rights of any kind with respect thereto. Client irrevocably grants Coach and each of Coach’s licensees, and its and their successors, assigns and sub-licensees, the right and permission to use Client’s name, voice, likeness and/or biographical material in all forms of media and by all manners (now and hereafter known), and on and in connection with related products, services, advertising and promotional materials (now known or hereafter developed), worldwide, in perpetuity, without any obligation, notice or consideration. Client agrees to take any action reasonably requested by Coach to evidence, perfect, obtain, maintain, enforce or defend the foregoing assignment or rights.
- No resale of service or intellectual property permitted.
Client agrees not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, an portion of the Service services, coaching activities, the Consultations and Program (including course materials & intellectual property right therein), use of the Service, or access to the Service. Neither these Terms and Conditions, nor the payment of any corresponding coaching fees in respect of the Program, gives rise to, or shall give rise to, the creation of, the assignment to, or transfer of, any intellectual property rights in or to the coaching activities for, in favor of, or in respect of, the Client. In particular, nothing in these Terms and Conditions gives rise to any subsisting or created intellectual property rights (other than in favor of the Coach) in relation to: (a) processes, techniques, presentations, methodologies, precedents and materials used by the Coach in the Coaching activities (“Primary Materials”); and (b) all data input, interpretative analysis of, and the resulting output of, the Coaching activities (“Secondary Materials”), (collectively, the “Materials”). The Client has no right to use or reproduce any of the Materials, except for the Secondary Materials, in which case, the Client is permitted to retain a copy of those materials for his /her own personal use or possession including for purposes of the Client’s own internal business monitoring, performance or people assessment needs (but not otherwise, in any circumstance, for purposes of any separately arranged or derived economic gain, either directly or indirectly organized).
- Good Faith.
Each Party Represents represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement these Terms and Conditions.
- Failed Payments.
In the event Client fails to make any of the payments within a payment plan during the time prescribed, Coach has the right to immediately disallow participation by Client until payment is paid in full. In addition, a 4% interest fee will be charged for each day that payment is late for a maximum of 30 days. If Client does not commence with payment after thirty (30) days, Coach has the right to terminate coaching agreement these Terms and Conditions and cease all remaining coaching sessions. No refunds of prior payments will be given.
- Agreement between Coach and Client.
Client agrees to be open, present and prepared to complete the work as a team together. Client is responsible for own success and implementation of objectives met.
- Medical Disclaimer.
Client is aware that Coach does not solve medical issues nor tread disease and is therefore not a preplacement for client’s Doctor, Therapist or Physician. If Client is presently under any form of psychiatric care or psychological therapy, specialized medical supervision or under the influence of any form of medication, Client is to inform Coach prior to working together. Coaching is not a substitute for any form of medically prescribed or specified services (including psychotherapy, counseling, psychology services, therapy or analysis, except to the extent where the Client has been specifically referred to the Coach by a registered medical practitioner for purposes of the coaching and, whilst doing so, remains under the continuing supervision of that medical practitioner. If the Client desires additional or alternative treatment or therapy, the Coach will provide professional referrals if appropriate.
The Client will indemnify, defend and hold the Coach, and its parent, affiliates, successors and assigns harmless from and against any and all third party claims, judgments, actions, lawsuits, losses, fines, deficiencies, damages, liabilities, costs and expenses that may be made against the Coach as a consequence of the Coach’s performance of these Terms and Conditions and otherwise against any loss sustained by the Coach as a consequence of the Client’s default or breach in performance of any of his/her agreed obligations. To the fullest extent allowed by law, the Client will not hold the Coach liable for any loss, damage or cost, economic or otherwise sustained by the Client (or any person associated with the Client) in the event of mental, physical, emotional stress or distress (or other ailment or condition) caused either directly or indirectly in relation to the Consultations. The Client shall indemnify the Coach in the event of any such claim.
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 below (through binding arbitration). 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.
- Governing Law.
All issues and questions concerning the construction, validity, interpretation and enforceability of these Terms and Conditions or the rights and obligations of Coach will be governed by and construed in accordance with the internal laws of the State of California, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of any other laws.
- Limitation of Liability.
By using Heidi Baker Coaching services, Client accepts any and all risks, foreseeable or non-foreseeable, arising from such transactions. All claims against Heidi Baker Coaching must be lodged through the method described below with the entity having jurisdiction within one hundred (100) days of the date of the first claim or otherwise be forfeited forever.
Client agrees that Coach will not be held liable for any damages of any kind resulting or arising from, including, but not limited to; , direct, indirect, incidental, special, negligent, punitive, consequential, or exemplary damages happening from the use or misuse of the Serviceservices. Client agrees that use of this the services is at user’s his/her own risk. ANY AND ALL CLAIMS, JUDGMENTS AND AWARDS WILL BE LIMITED TO ACTUAL THIRD-PARTY, OUT-OF-POCKET COSTS INCURRED (IF ANY) NOT TO EXCEED TEN DOLLARS ($10.00), BUT IN NO EVENT WILL ATTORNEYS’ FEES BE AWARDED OR RECOVERABLE.
- Dispute Resolution.
The parties each agree to finally settle all disputes only through arbitration. In arbitration, there is no judge or jury and review is limited. The arbitrator’s decision and award is final and binding, with limited exceptions, and judgment on the award may be entered in any court with jurisdiction. The parties agree that, except as set forth above, any claim, suit, action or proceeding arising out of or relating to these Terms and Conditions shall be resolved solely by binding arbitration before a sole arbitrator under the streamlined Arbitration Rules Procedures of JAMS Inc. (“JAMS”) or any successor to JAMS. In the event JAMS is unwilling or unable to set a hearing date within fourteen (14) days of the filing of a “Demand for Arbitration”, then either party can elect to have the arbitration administered by the American Arbitration Association (“AAA”) or any other mutually agreeable arbitration administration service. If an in-person hearing is required, then it will take place in Los Angeles, California. The federal or state law that applies to these Terms and Conditions will also apply during the arbitration. Disputes will be arbitrated only on an individual basis and will not be consolidated with any other proceedings that involve any claims or controversy of another party, including any class actions; provided, however, if for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then the agreement to arbitrate doesn’t apply and the dispute must be brought in a court of competent jurisdiction in Los Angeles, California. Either party may, notwithstanding this provision, bring qualifying claims in small claims court.
- Independent Legal Advice.
Each party acknowledges that it has obtained or has been afforded the opportunity to obtain, independent legal advice with respect to these Terms and Conditions and that it understands the nature and consequences of these Terms and Conditions.
Nothing contained in these Terms and Conditions will require the commission of any act or the payment of any compensation that is contrary to any law. If there exists any conflict between these Terms and Conditions and any such law, the latter will prevail and the provision or provisions hereof affected will be curtailed, limited or eliminated to the extent, but only to the extent, necessary to remove such conflict; and as so modified, these Terms and Conditions and the provisions thereof will continue in full force and effect.
These Terms and Conditions will be binding on the benefit of each of the parties, their successors and assigns. It may not be assigned or transferred, in whole or in part, without the written consent of the other party, except that Coach may assign, without any consent required from Client in the event of a corporate change, reorganization or sale of all or substantially all of its assets. Any assignment, other than as provided, lacking required consent will be null and void and will give the non-transferring party the immediate right to cancel and terminate these Terms and Conditions.
- Entire Agreement.
These Terms and Conditions constitute the entire agreement and understanding between Coach and Client and supersedes all prior and contemporaneous agreements, representations, warranties or understandings between Coach and Client with respect to the subject matter of these Term and Conditions. These Terms and Conditions may not be modified orally, but only by a subsequent agreement in writing signed by the parties.