STEP SAVER BY JOVAN, LLC

TERMS OF SERVICE AGREEMENT

 

60-MINUTE STEP SAVER SESSION 

 

      This Terms of Service Agreement (this “Agreement”) is made and entered effective on the date of purchase by Client (the “Effective Date”), by and between Step Saver By Jovan, LLC, a Virginia limited liability Company, (hereinafter “Company”) and the client who purchases the services (hereinafter “Client,” “you”). By purchasing the Services (as defined below), Client accepts the following agreement and is bound by its terms and conditions.  If you do not agree to this Agreement, DO NOT purchase the Services.

 

      NOW, THEREFORE, in consideration of the mutual covenants and promises of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1. Services.  One individual education and consultative “Step Saver Session” (60 minutes) to be delivered via phone or video conference call.  Client will schedule the session online via Company’s online scheduling system, which shall be scheduled and used within the Term.

 

1. Term.  This Agreement shall be effective as of the Effective Date, and will continue in effect until the Services have been completed or ninety (90) days from the Effective Date, whichever comes first (the “Term”).  Services must be used within ninety (90) days of purchase.

 

1. Fee for Services; Payment.  The Fee for the Services is three hundred seventy-five U.S. dollars ($375.00 USD) and must be paid in full at the time of purchase.  Payment may be made by debit or credit card collected through Company’s website or via payment link sent by Company via email.  Once paid, Fees are nonrefundable.

 

1. Scheduling and Cancellation Policy.  Changes to or cancellation of a scheduled session must be made by writing, phone call, voicemail, or text message at least twenty-four (24) in advance of the scheduled session. If notice to reschedule or cancel is not given at least twenty-four (24) hours in advance of a scheduled session, the session will be forfeited and no refund or credit will be issued.  If Client is more than fifteen (15) minutes late to a session, Company will assume Client has elected not to avail themselves of the opportunity to make the session, and Client will be charged for the session. If Client is late to a session, Company has the option to end the appointment at the scheduled time and no credit or refund will be issued for any missed time. If Client must end a scheduled session early, unused time will be forfeited and no credit or refund will be issued for missed time. In the event of an emergency, as determined in Company’s sole discretion, where Client is unable to provide at least (24) hours advance notice of cancellation, Client shall notify Company as soon as practicable or twenty-four (24) hours after the emergency has ended. Company shall determine, in its sole discretion, whether a credit or refund may be issued to Client due to the emergency.

 

1. Intellectual Property.

 

1. Ownership. Company retains all rights, title, ownership and interest to: (i) all presentations, manuals, photos, videos, or other materials owned by or licensed to Company prior to, or independent from, Company’s performance of the Services to Client (including all modifications); (ii) all generic or proprietary information developed by Company; (iii) all ideas, methodologies, processes or procedures used, created or developed by Company in the conduct of Company’s business; (iv) any work product, materials, or resources (“Work Product”) that are not accepted or otherwise delivered to Client; or (v) any Work Product, Client does not pay for, even if such Work Product were produced as part of Company’s performance of the Services for Client.  By participating in the Services, Client may have access to intellectual property owned by Company as described in this Section E. Client shall treat knowledge of Company’s intellectual property as Confidential Information (as described in Section J below) of Company, respect it as such, and not disclose any of such Confidential Information to anyone outside of the Company without prior written approval to do so by Company.

 

1. Marketing Consent. Client will permit Company to use the Work Product for the purposes of internal business and training, and Company may use Work Product that does not identify Client for future clients and marketing purposes. With Client’s written consent, Company may utilize or acknowledge its work with Client, including the use of Client’s testimonials concerning such work, for marketing or proposal purposes for business development and engagement of future clients. With respect to such permission, Client grants a license in perpetuity a non-exclusive, worldwide, royalty- and residual-free, right to use, reproduce, store, distribute, depict, exhibit, publicly display and perform, or publish, (“Use”) Client’s name (if permitted in writing by Client) in connection with Company’s business as described herein, including any advertising, promotion, publicizing, trade, editorial and/or other exploitation, in any manner, by any means, and in any media now known and hereafter devised. Client hereby forever waives any tort of privacy or publicity due to any Use of Client’s name, testimonials, or Work Product.

 

1. Disclaimers and Liability Waivers.

 

1. Disclaimer. Although Company seeks to help Client, Client understands and agrees that Company makes no guarantees regarding the results of the Services and the Services’ impact on Client. Client acknowledges that the Services and Work Product provided by Company hereunder are provided “as is” and “where is”, without any warranty, representation, or condition of any kind whatsoever, and that Client’s use of the Services and Work Product is at Client’s own risk. Company does not make, and Client is not receiving, any warranties, express, implied, or otherwise, with respect to the Services, including but not limited to, implied warranties and conditions of merchantability, fitness for a particular purpose, title or non-infringement. Company shall not be held responsible for Services that may later be undesirable or cause inconvenience to Client. Client also understands and acknowledges that Company will not be responsible for loss due to lateness, no shows, or other actions or inactions by Client or other third parties, neglect, human error, loss of materials, or equipment or other failures.

 

1. Professional Services Disclaimer. Client understands and agrees that Company’s Services do not constitute therapy, psychological counseling, or social work, even though in performing the Services, Company may address issues or life conditions that impact Client’s personal development. Client is responsible for Client’s own health and wellbeing at all times during the Term of this Agreement, as in every other area of life. Client understands that in participating in the Services, Company may address different phases of Client’s dynamic life, but Client agrees that Company is not retained nor licensed to provide legal, financial, or investing advice and if Client desires those services, it is Client’s responsibility to seek a licensed professional. Client further understands that, while there is no mandatory legal obligation by Company to report, if Company reasonably believes that Client presents a clear, imminent risk of serious physical or mental injury or death to Client or a third party, Company may disclose Client’s information in order to take protective actions. These actions may include contacting law enforcement, contacting the third party, seeking hospitalization, or contacting family members or others who may be able to assist. If a situation arises where Company is compelled to take protective action, Company may disclose certain information about Client in order to carry out such actions.  In such circumstances, Company will make every effort to fully discuss with the client and limit disclosure to what is required or necessary.

 

1. Waiver.  By agreeing to receive and/or by using Company’s Services, Client hereby agrees not to sue, waive, hold harmless, release, remise and discharge Company and Company’s personnel (collectively, “Company” for purposes of this provision) from any and all (including those in the present, past, and in the future): liabilities; damages; actions, rights of action, and causes of action; claims; demands; costs; and expenses of any kind related to, connected with, or arising out of the Services provided by Company (the “Liabilities”) including but not limited to personal injury, death, property damage, or loss sustained (the “Release and Waiver”). This Release and Waiver applies to any and all Liabilities both foreseen and unforeseen, including without limitation negligence, breach of statutory or other duty of care, or damages to the Client for which Services are provided. This Release and Wavier further includes, without limitation: personal injuries that may occur to Client, connected to, or as a result from the Services; mental and emotional stress; forces of nature and wildlife; sickness; property damage; delay and/or change of schedule; wrongful death; or theft or loss of property. Client further understands that under this Release and Waiver, Client has forfeited Client’s rights to sue or take other legal action against Company. This Release and Waiver shall be binding Client’s heirs, executors, personal representatives, successors, assigns and agents. Client further agrees that if Client or anyone else on Client's behalf asserts a legal claim contrary to what Client agreed to under this Agreement, the claiming party (meaning the party claiming Company is liable for something specifically waived in this Release and Wavier) shall be liable for the expenses, including legal fees, incurred by Company in defending such legal claim. Client expressly understands and agree that this Release and Waiver is intended to be as broad and inclusive as permitted by law and in the event, any portion of this Release and Waiver is found invalid, it shall be revised to the extent necessary to be in compliance with applicable law. Recourse against Company shall under no circumstances include consequential, special, or indirect damages.  Client further declares and represents that no promise, inducement or agreement not herein expressed has been made to Client to enter into this Release and Waiver.

 

1. Warranties.  Each party warrants that it has full authority to enter into this Agreement. Client warrants that it has any necessary permission, licenses, rights, and releases to lawfully execute its duties set forth in this Agreement. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES EITHER EXPRESS OR IMPLIED.

 

1. Non-disparagement. Each party agrees and covenants that it shall not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory, maliciously false, or disparaging remarks, comments, or statements that may concern or negatively impact the other party or its business.

 

1. Indemnification. Notwithstanding anything contained herein, Client, on behalf of Client, their partner/spouse, heirs, next of kin, assigns, executors, administrators, agents, successors, legal representatives or any others who may claim on Client’s behalf (collectively referred to herein as “Client”), shall forever indemnify, protect, defend, and hold harmless, Company and its members, officers, directors, representatives, agents, clients, employees, consultants, contractors, volunteers, licensees, assigns, affiliates, and successors (collectively referred to herein as “Company”), from and against any and all suits, proceedings, claims, damages, liabilities, losses, demands, judgments, costs, fines, penalties, interest or expenses or other liabilities, including but not limited to court costs and reasonable attorneys’ fees, arising from, related to or attributable to: (i) Company’s performance under this Agreement, unless due to Company’s gross negligence or willful misconduct; (ii) any or all acts, errors or omissions of Client; (iii) any breach of this Agreement by Client; (iv) any claim for personal injury or property damage or otherwise brought by or on behalf of any third party person, firm, corporation or other third party as a result of or in connection with this Agreement; or (v) Company’s use of any data or materials provided by Client for use by Company, or any materials prepared at Client’s direction, including but not limited to any claim of infringement or violation of any copyright, patent, trademark or other right of any kind of any person, or any claim of libel, slander, or invasion of privacy.

 

1. Confidentiality.

 

1. Confidential Information. To help facilitate open and honest participation in the Services, any information or communications related to the content of the meetings or otherwise provided by Client or Company while participating in the Services, including but not limited to personal information, financial information, plans, goals, contact or job information (“Confidential Information”), will be held as confidential by Company and Client. Client understands that the relationship between Company and Client is not considered a legally confidential relationship (like the medical and legal professions) so communications are not protected by any legally recognized privilege. Although Confidential Information includes the substantive information discussed herein, it does not incorporate information used for Company’s internal business or record keeping purposes including but not limited to Client's attendance of the appointments, scheduling the Services, or other administrative information concerning the Services. Confidential Information does not include any information, or any portion of any information, that: (i) was or becomes generally available to the public other than as a result of a disclosure by the other party; (ii) has already been or is hereafter independently acquired or developed by the other party without violating this Agreement; or (iii) was or becomes available to the other party on a non-confidential basis from an outside source, provided that such source is not subject to a confidentiality obligation with respect to such information.

 

1. Nondisclosure of Confidential Information. To foster a safe environment for Client to share and grow while participating in the Services, Company agrees to treat Confidential Information with the same degree of confidentiality as Company does with its own Confidential Information and, in any event, with no less than a reasonable degree of care. Where necessary to perform the Services, Company may disclose all or any part of the Confidential Information to its employees, contractors, and other representatives and agents on a need-to-know basis. In addition, if Company is required to disclose information in response to law, rule, court order, or other legal process, Company may do so without breach of its obligations of confidentiality.

 

1. Limitation of Liability. Recourse against Company shall forever be limited exclusively to the Fee paid under this Agreement, and in no event shall include consequential, special or indirect damages or claims for loss of profit or business. The foregoing limitations and disclaimers will apply irrespective of whether the possibility of such damages has been disclosed to Company in advance or could have reasonably been foreseen by Company. No individual member, officer, official, employee, contractor, volunteer, agent or affiliate of Company shall be personally liable hereunder, and no recourse shall be held against any such party’s assets by reason of a breach of this Agreement by Company or otherwise.

 

1. Termination. This Agreement, and therefore the Term, shall terminate automatically upon completion of the Services or ninety (90) days from the Effective Date, whichever occurs first.

 

1. Governing Law; Dispute Resolution. This Agreement shall be subject to and governed by the laws of the State of Virginia, irrespective of the choice of law rules in the state of execution of the Agreement or performance of the Services. If a dispute arises from or relates to this contract or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator, unless otherwise agreed to in writing by the parties. The place of arbitration shall be the City of Petersburg, Virginia. Time is of the essence for any arbitration under this Agreement and arbitration hearings shall take place within ninety (90) days of filing and awards rendered within one hundred and twenty (120) days. Arbitrator(s) shall agree to these limits prior to accepting appointment. The prevailing party shall be entitled to an award of reasonable attorney fees.

 

1. Miscellaneous Provisions.

 

1. Survival; Third Party Rights; Severability. Provisions of this Agreement, which by their nature and terms extend beyond the termination of this Agreement shall continue in effect after termination of this Agreement, regardless of the reason, and whether such termination is voluntary or involuntary. Nothing contained in this Agreement shall be construed, nor is intended to give any rights or benefits to any person or entity, other than to Client and Company. Client acknowledges that the restrictions contained in this Agreement are fair and reasonable, and are reasonably required for the protection of Company. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision (or portion thereof) of this Agreement that can be given effect without the invalid provision. In such event, all parties agree that the arbitrator(s) or court making such determination shall have the power to alter or amend such provision so that it shall be enforceable to the maximum extent permitted by law.

 

1. Waivers; Assignment; Modification. Failure or omission by Company at any time to enforce or require strict or timely compliance with any provision of this Agreement shall not affect or impair that provision in any way or the rights of Company to avail itself of remedies it may have in respect to any breach of that provision. Any waiver or consent given by Company must be in writing and shall be effective only as to that instance and will not be construed as a bar to or waiver of any right on any other occasion. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either party without the prior written consent of the other party; provided, however, that Company may, without notice to Client, (i) assign this Agreement to any entity that acquires all or substantially all of its assets or its business that is the subject hereof, or (ii) assign this Agreement to any entity that is owned by Company. This Agreement may only be modified by the mutual written agreement of both parties hereto. No oral statement shall in any manner modify or otherwise affect the terms and conditions set forth herein.

 

1. Notices. Except as otherwise specified herein, any notice required or permitted to be given under this Agreement shall be given (and shall be deemed to have been duly given upon receipt or refusal to accept receipt), by email to info@stepsaverbyjovan.com  or to Client at the email address provided upon purchase.

 

1. Force Majeure. Company shall not be liable to Client under any circumstances for any damages, delay in performance or failure to perform by Company if caused by any act or occurrence beyond its reasonable control, including but not limited to embargoes, changes in government regulations or requirements (executive, legislative, judicial, military or otherwise), acts of war or terrorism, pandemics, power failure, electrical surges or current fluctuations, lightning, earthquake, flood, the elements or other forces of nature, delays or failures of transportation, or acts or omissions of telecommunications common carriers. If Company’s performance is delayed by force majeure, the time for performance of the Services will be extended by the length of the delay.

 

1. Headings; Entire Agreement. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision thereof. Words of any gender used in this Agreement shall be held to include any other gender, and words in the singular shall be held to include the plural when the sense requires. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements on this matter. There are no other written or oral agreements, representations, or understandings with respect to the subject matter of this Agreement.

 

CLIENT ACKNOWLEDGES THAT CLIENT HAS READ AND FULLY UNDERSTANDS THIS ENTIRE AGREEMENT AND THAT, BY PURCHASING THE SERVICES, AGREES WITH AND ACCEPTS ALL THE TERMS AND CONDITIONS CONTAINED HEREIN.