PURPOSE

Client wishes to hire Coach to provide Functional Lifestyle Genetic Coaching and Coach has agreed to provide such services in accordance with the terms of this Agreement. For mutual consideration, the receipt and sufficiency of which is acknowledged, the Parties agree to the terms and conditions set out below.

TERMS OF AGREEMENT

Client has chosen Coach’s Health Coaching Session.

Term
Coach will provide the Services, 1-hour of private coaching (“Term”) unless otherwise extended or terminated in accordance with the terms of this Agreement. 


Services
Coach will provide Client with the following services as part of the genetic and lifestyle coaching package (“Services”):
1 x 60-minute private virtual health coaching session

Extension of Term
Following completion of the Term, this Agreement may be extended by the Parties on mutual written agreement on the same terms and conditions set out in this Agreement or as may otherwise be agreed on by the Parties in writing.

Late Arrivals
Client is expected to arrive on time for the scheduled coaching sessions. Coach will provide a [10] minute grace period for Client to arrive and Coach may refuse attendance if Client is later than the grace period.

Client Behaviour
It is expected that Client will be respectful and cooperative towards Coach and other participants during the coaching sessions, included as part of the Services. Client also agrees not to make any false, disparaging or derogatory comments or statements in public or private regarding Coach, the Services or any related parties. If at any time Coach determines that Client is not acting in accordance with these expectations, Coach may terminate this Agreement without refund and any payments owing towards the Fee will immediately become due.

Communication Requirement
During the Term, Client agrees to maintain communication, be on time for all sessions, and provide all information and feedback needed for Coach to carry out their obligations under this Agreement. Parties agree to inform the other using reasonable efforts, should a delay occur, or be expected to occur. If Client does not maintain communication or provide Coach with information as requested and required from time to time, Coach may, in their discretion, delay or cancel the Services. If such communication breakdown occurs more than once, it is within Coach’s discretion to cancel this Agreement without further delivery of Services and any amount of the Fee outstanding shall become immediately due and payable.

PAYMENT

Fees
In exchange for the Services, the total fee is $150.00 CDN plus all applicable sales taxes (“Fee”). The Fee is payable by credit card, PayPal, apple pay, google pay or stripe.

Payment Schedule
The Fee for Services is due and payable in full immediately of purchase.

Late Payments
If any payment is not received on the payment due date, Coach may stop work on all Services until any outstanding payment is received in full.
Payment Authorization
Client authorizes Coach to continue to charge all payments owing under this Agreement to Client’s credit card or via any third-party payment used to process transactions until full payment has been received.

RESCHEDULING, CANCELLATION AND REFUNDS

Changes to Schedule
The Coach may be required to make changes to the scheduled coaching sessions from time to time. In the event of any schedule change, Coach will provide as much notice as possible to Client and Client will not be entitled to any refund of any portion of the Fee.

Rescheduling
Coach requires 24 HOURS written notice in order to reschedule a private coaching session. The appointment will be forfeited if less notice is provided. Client may only reschedule a session twice within the Term.

Cancellation by Client
If Client desires to cancel the Services, Client shall provide notice to Coach as soon as reasonably possible. In the event of cancellation, Client is not entitled to any refund of any amounts paid to Coach, and any outstanding payments of the Fee owing under this Agreement will immediately become due and payable to Coach.

Cancellation by Coach
If Coach desires to cancel the Services, Coach shall provide notice to Client as soon as reasonably possible. Coach will deliver a final invoice for all Services completed up to and including the date notice is delivered including any amounts owing for Additional Services and/or Expenses. If Client has paid more than the value of the Services provided by Coach up to the Cancellation Date, Coach will refund the difference to Client. Upon payment of the final invoice, Client will be relieved from their obligations under this Agreement. 

Refunds
If Client cancels this Agreement for any reason whatsoever, Client is not entitled to any refund of any amounts previously paid to Coach. Coach may provide a refund in limited cases where it deems, in its sole discretion, to be appropriate and in an amount to be determined by Coach on a case-by-case basis.

Termination of Agreement
This Agreement will end when Client has paid the Fee in full to Coach and Coach has performed the Services as set out in this Agreement. Any provisions that survive the termination of this Agreement will remain in full force.


CONFIDENTIALITY AND PRIVACY

Confidentiality and Non-Disclosure
The Parties acknowledge that during the Term, certain confidential information may be disclosed to the other Party, either orally or in writing. For the purpose of this Agreement, “Confidential Information” means information that is of value and is treated as confidential and proprietary by its owner, and includes, but is not limited to, personal information, business records, financial data, marketing strategies, inventions, client lists, social media account metrics, passwords, intellectual property, trade secrets and the contents of this Agreement (“Confidential Information”). Client and Coach each agree not to disclose to any other person or entity or make use of the Confidential Information without the express written consent of the other, except to the extent that such disclosure is necessary to carry out their duties under this Agreement or as required by law. At the end of the Term or early cancellation of this Agreement, each Party will return all Confidential Information to the other and will remain bound by their duty of confidentiality to the other.

Privacy Policy
Coach may collect personal information during the Term, including Client name, address, email address, phone number, billing information, genetic raw data, personal symptom questionnaires, lifestyle and wellness information or other personal information (“Personal Information”). By providing any Personal Information to Coach, Client consents and grants Coach permission to use and store such information in order to facilitate the Services. Client acknowledges and consents to the use of technology, telephones, e-mails, applications and third-party platforms that use video and audio, such as Zoom, and third-party payment providers to be used by Coach in order to deliver the Services. Client confirms Coach is not responsible for the terms and policies of any third-party platforms and it is Client’s responsibility to review third-party privacy policies and terms and conditions.
INTELLECTUAL PROPERTY

Ownership and Use of Materials
Client acknowledges that all content and materials used and distributed in providing the Services, including any content or resources on Coach’s website, social media platforms and member portal belong exclusively to Coach, the sole copyright owner of the original materials unless stated otherwise. By receiving any unique and original materials from Coach as part of the Services, Coach will grant a limited non-exclusive royalty-free license to Client for their use only and as directed by Coach. Client is strictly prohibited from reproducing any part of the written, video, audio and digital materials or sharing them with others without Coach’s explicit permission to do so. All of Coach's intellectual property, including copyrighted materials and trademarks, will remain the sole property of Coach.

Recordings
Client will not capture any of the coaching sessions in any way, including but not limited to video recording, photography, voice recording or screenshots. Any recordings provided by Coach will be for Client’s own use only and Client agrees they will not duplicate or share the recordings with any other person.


RELEASE, INDEMNITY AND WAIVER

PLEASE READ CAREFULLY. It is important Client fully understands that there are risks associated with the Services and ask questions as needed. Client acknowledges and understands that they are waiving certain legal rights by signing this Agreement.

Assumption of Risks
Client expressly assumes all risks related to the Services provided by Coach and any related activities set out in this Agreement.

Medical Disclaimer
Client understands that Coach is not qualified to diagnose or treat any physical, mental or emotional disorders, to provide health care, or medical therapy services, to diagnose, treat or cure any disease, condition or other physical or mental ailments.  Client understands that Coach is not acting in the capacity of a doctor, licensed dietitian, psychologist or other licensed or registered professional, and that any advice given by Coach is not meant to take the place of advice by qualified medical professionals.  It is recommended Client speak with their doctor before starting any new dietary or exercise regime. If Client is under the care of a health care professional or currently uses prescription medications, it is Client’s sole responsibility to discuss any dietary changes, fitness, exercise or lifestyle changes with their doctor, and Client should not discontinue any prescription medications without first consulting their doctor. Client expressly understands that any information received in relation to the Services and this Agreement should not be seen as medical advice and the Services are not meant to take the place of seeing licensed health professionals.
No Warranty
Client acknowledges Coach makes no warranty that the Services will lead to any specific Client goal or particular results and Coach makes no promise that each Client will experience the same or similar results as other clients who have engaged Coach for similar services. Client acknowledges that the Services and materials provided are provided without any express or implied warranties of any kind.

Release, Waiver, and Indemnity
Client releases, indemnifies and saves harmless Coach, its directors, officers, agents, employees, contractors, volunteers, heirs, executors, administrators, successors, and assigns, as applicable (collectively, “Released Parties”) from any and all liability and damages arising out of or related to this Agreement, however caused, including negligence. Client agrees to either secure reasonable insurance coverage to cover any costs, losses damages or expenses, which may be incurred as a result of the Services or if no insurance is secured, Client waives its right to seek legal recourse against Coach for compensation. This clause survives the expiration or early termination of this Agreement.

Limitation of Liability
In the event Coach is found liable for any reason for damages arising directly or indirectly from this Agreement, liability will be limited to the greatest extent possible in the governing jurisdiction and in no case exceed the Fee paid by Client to Coach.

Media Release
Client grants to Coach an irrevocable, worldwide, perpetual and unrestricted right to use any media, such as photographs, video, audio recordings or social media posts containing Client’s likeness, whether captured by Client, Coach or third party in relation to this Agreement and for any lawful purpose, including in its online or printed advertising or marketing materials and on all social media platforms, with or without reference to Client and without further notice, grant of permission or right to any financial compensation.

GENERAL

Governing Law and Jurisdiction
This Agreement is governed by and interpreted in accordance with the Alberta and federal laws of Alberta without regards for conflicts of law provisions. Any disputes arising directly or indirectly from this Agreement will be submitted and heard exclusively in the courts of Calgary, Alberta.


Expenses; Legal Fees
Each party will pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery, and performance of this Agreement. If any suit or action is instituted to enforce any provision of this Agreement, the prevailing party in such dispute will be entitled to recover from the losing party all fees, costs, and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which will include, without limitation, all fees, costs, and expenses of appeals.

Dispute Resolution
In the event any dispute arises between the Parties in relation to this Agreement or a breach of this Agreement and the dispute is not resolved by negotiation, the Parties agree to submit the dispute for mediation prior to pursuing any other available remedy in relation to the dispute. The Parties may agree to virtual mediation, when available.

Force Majeure
Neither Party will be responsible for delays resulting from causes beyond their reasonable control, including without limitation fire, explosion, floods, storms, pandemics, state of emergency, hazardous situations, war, strike, or riot, and either Party may choose to excuse themselves from further performance of their obligations under this Agreement if such occurrence materially affects the performance of Services. The Party relying on Force Majeure will give the other Party reasonable notice of their desire to terminate or suspend the Services. Notwithstanding, all payments owing for Services will remain due and payable with such amount to be determined by Coach.

Notice
Any notice to be given under this Agreement must be directed to the other Party using the contact information first set out above or as may otherwise be directed (“Notice”). For the purposes of this Agreement, e-mail will be considered sufficient for delivery of Notice. Notice will be deemed to be delivered on the date and time when the Notice is sent.

Severability
If any of the provisions of this Agreement are found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not, to the extent permitted by law, in any way be affected and will remain enforceable.

Waiver of Breach
The waiver by one Party of any breach of this Agreement by the other Party will not be taken to be a waiver of any future breaches by the breaching Party. The non-breaching Party reserves the right to exercise or enforce their rights at a later date.

Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes any prior negotiation, understanding or Agreement between the Parties, whether oral or written, on the matters contained in this Agreement.

Amendments
The Parties may only amend this Agreement by mutual written agreement.

Counterparts and Electronic Signing
This Agreement may be signed electronically and/or in counterparts that, when taken together constitutes a fully signed and legally binding Agreement.

The Parties are signing this Agreement as of the Effective Date.