Assumption of Risk and Waiver of Liability
As It Applies to the Course, Learning, and Services
THIS SERVICE AGREEMENT applies at the time of course registration and/or enrollment with Coach Reed for wellness services and coaching.
(1) Coach Reed whose principal place of business is at Colorado, United States of America (the Personal Trainer )
(2) Other party whose principal place of business is at their designated residence in the country where they reside (the Customer)
(1) The Personal Trainer is in the business of providing personal training services, including fitness programs, wellness courses, and personalized training packages.
(2) The Customer wishes to receive such personal training services from the Personal Trainer.
It is agreed as follows:
Agreement means any agreement made subject to the terms and conditions below;
Services mean certain Personal Training services, including the following services to be carried out by the Personal Trainer:
|Wellness Coaching, Personal Training, and Instruction
|Video-Based Online Course Learning Modules
1.2 In this Agreement, unless the context otherwise requires:
(a) references to persons include individuals, bodies corporate (wherever incorporated), unincorporated associations and partnerships;
(b) the headings are inserted for convenience only and do not affect the construction of the Agreement;
(c) references to one gender include all genders; and
(d) any reference to an enactment or statutory provision is a reference to it as it may have been, or may from time to time be amended, modified, consolidated or re-enacted.
- Personal Trainer's obligations
2.1 The Personal Trainer agrees to provide the Services in a professional and diligent manner consistent with generally recognized industry standards and good commercial practice, using efforts comparable to those customarily used in the personal training services of equivalent value and for similar services.
2.2 The Personal Trainer shall comply with, and give all notices required by, all laws and regulations applicable to the Services, including all laws and regulations related to (i) health and services, and (ii) prohibited substances.
2.3 Any services outside of the scope as defined in Services will require a new Agreement for other services, including separate personal training services or other fitness programs agreed to by the Parties.
- Completion of the work
3.1 The Personal Trainer hereby understands and acknowledges that time is of the essence with respect to the Personal Trainer's obligations defined in this Agreement and that prompt and timely performance of all such obligations is strictly required.
- Service Fees
4.1 In consideration for the full, prompt, and satisfactory performance of all Services to be rendered to the Customer, the Customer shall pay the Personal Trainer a Service fee for the specified training or course package listed amount in USD payable in accordance with the following schedule:
|USD 175.00 Per Hour
|Within 72 hours of first coaching session
|USD 175.00 Per Hour
|Within 72 hours of services rendered
|Your Yo-Yo Diet Upgrade Course
|USD 799.99, One Time (special promotional rates offered at time of registration may differ)
|At time of Your Yo-Yo Diet Upgrade Course registration
4.2. Concerning payments for services:
(a) for Personal Training and Customized Programming, the Personal Trainer will invoice the Customer prior to the Payment Date. The invoice will include any and all services performed under this Agreement as well as any expenses.
(b) for Your Yo-Yo Diet Upgrade Course and other online programming, payment is due at time of user registration by online portal and automated payment options, including PayPal and by credit card (paid by Stripe or similar processor).
4.3 Payment will be due on the Payment Date. A late charge of 5% per month on the outstanding amount may be added to any invoice not paid on time per the Personal Trainer's discretion.
4.4 From time to time throughout the duration of this Service Agreement, the Personal Trainer may incur certain expenses that are not included as part of the Fee for the Services to this Agreement.
4.5 The Personal Trainer agrees to keep an exact record of any and all expenses acquired while performing the Services. The Personal Trainer will submit an invoice itemizing each expense, along with proof of purchase and receipt, with the invoice.
4.6 The Customer shall notify the Personal Trainer in writing of any dispute with an invoice along with any substantiating documentation or a reasonably detailed description of the dispute within 5 Business Days from the date of the Customer’s receipt of such invoice subject to dispute.
4.7 The Customer will be deemed to have accepted all invoices for which the Personal Trainer does not receive timely notification of a dispute and shall pay all undisputed amounts due under such invoices within the period set forth in this Agreement. The Parties shall seek to resolve all such disputes expeditiously and in good faith.
4.8 The Customer, at their own expense, shall furnish their own supplies and equipment necessary to deliver and complete the Services as defined under this Agreement unless otherwise agreed upon by the parties. Should the Customer not furnish the agreed-upon supplies, the Customer understands they will be responsible for reimbursing the Personal Trainer for all expenses incurred.
- Liabilities and Indemnities
5.1 The Customer shall promptly report to the Personal Trainer any defects in the Personal Trainer's performance of the Services as soon as reasonably practicable after any such defect comes to the attention of the Customer.
5.2 Where any defect in the provision of the Services is reported to the Personal Trainer by the Customer or otherwise comes to the attention of the Personal Trainer, the Personal Trainer shall, without limiting any other right or remedy of the Customer, use its reasonable endeavors to provide such further services as are necessary in order to rectify the default as soon as is reasonably practicable.
5.3 The parties agree that the rights and benefits held and received by the Customer through the Personal Trainer's Service under the Service Agreement shall only be enforceable by the Customer through such Service and upon the terms of the Service Agreement, and any liability in respect of any breach of such rights and benefits shall be determined solely in accordance with the terms of the Service Agreement.
5.4 For the avoidance of doubt, the Personal Trainer's obligations are owed solely and personally to the Customer and shall not extend to any assignee of any of the Customer's rights. The liability of the Personal Trainer shall be capped to the amount of Service Fees received under this Agreement.
5.5 The Customer will indemnify the Personal Trainer on first written demand against any or all liabilities incurred by the Personal Trainer arising out of or as a result of acting as the service provider hereunder. More specifically if the Customer has not disclosed any medical condition or information to their knowledge that may impact their ability to perform and participate during the personal training services.
5.6 Neither Party shall be liable for any indirect or consequential loss howsoever caused, including but not limited to, weight gain, loss of muscle, personal injury, accidents or other impairments as a result of the training sessions.
- Term and Termination
6.1 This Service Agreement shall be effective on the date hereof and shall continue indefinitely until the expressly agreed upon date of the completion of the Services, unless it is earlier terminated in accordance with the terms of this Agreement.
6.2 The Personal Trainer may terminate this agreement at any given time upon one month written notice to the Customer.
6.3 Either party may by notice in writing forthwith terminate the Agreement if the other party becomes bankrupt or makes any composition or arrangement with his creditors or has a winding-up order made or (except for the purposes of reconstruction) a resolution for voluntary winding up is passed or a receiver or manager of its business or undertaking is duly appointed or possession is taken by or on behalf of any creditor of any property the subject of a charge.
6.4 The Customer understands that the Personal Trainer may terminate this Agreement at any time if the Customer fails to pay for the Services provided under this Agreement or if the Customer breaches any other material provision listed in this personal training Agreement in the manner as defined above. Customer agrees to pay any outstanding balances within 5 days of termination.
- Confidential information
7.1 The Personal Trainer shall both during and after the arrangements contemplated by this Agreement have terminated:
(a) keep confidential the terms of this Agreement and all information, whether in written or any other form, which has been disclosed to it by or on behalf of any other party which by its nature ought to be regarded as confidential (including, without limitation, any information in respect of any other party which is not directly applicable or relevant to the transactions contemplated by this Agreement); and
(b) procure that its officers, employees and representatives and those of its subsidiary companies keep secret and treat as confidential all such documentation and information.
7.2 Clause 7.1 does not apply to information:
(a) which shall after the date of this Agreement become published or otherwise generally available to the public, except in consequence of a willful or negligent act or omission by the recipient party in contravention of the obligations in clause 7.1;
(b) to the extent made available to the recipient party by a third party who is entitled to divulge such information and who is not under any obligation of confidentiality in respect of such information to any other party or which has been disclosed under an express statement that it is not confidential;
(c) to the extent required to be disclosed by any applicable law or by any recognized stock exchange or governmental or other regulatory or supervisory body or authority of competent jurisdiction to whose rules the party making the disclosure is subject, whether or not having the force of law, provided that the party disclosing the information shall notify the other party of the information to be disclosed (and of the circumstances in which the e disclosure is alleged to be required) as early as reasonably possible before such disclosure must be made and shall take all reasonable action to avoid and limit such disclosure;
(d) which has been independently developed by the recipient party otherwise than in the course of the exercise of that party's rights under this Agreement or the implementation of this Agreement;
(e) which, in order to perform its obligations under or pursuant to this Agreement, any party is required to disclose to a third party;
(f) disclosed to any applicable tax authority to the extent reasonably required to assist the settlement of the disclosing party's tax affairs or those of any of its shareholders or any other person under the same control as the disclosing party; or
(g) which the receiving party can prove was already known to it before its receipt from the disclosing party.
7.3 The provisions of this clause 8 shall survive any termination of this Agreement.
- Announcements / Publicity
8.1 Except as required by law or by any stock exchange or governmental or other regulatory or supervisory body or authority of competent jurisdiction to whose rules the party making the announcement or disclosure is subject, whether or not having the force of law, no announcement or disclosure in connection with the existence or subject matter of this Agreement shall be made or issued by or on behalf of any party without the prior written approval of the others, such approval not to be unreasonably withheld or delayed.
8.2 Where any announcement or disclosure is made in reliance on the exception in clause 8.1, the party making the announcement or disclosure will use its reasonable endeavors to consult with the other party in advance as to the form, content and timing of the announcement or disclosure.
9.1 No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of the parties to it.
9.2 Unless expressly agreed, no variation shall constitute a general waiver of any provisions of this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Agreement which have already accrued up to the date of variation, and the rights and obligations of the parties under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent that they are so varied.
The Customer shall not assign the Agreement or sub-contract the performance thereof without the prior written consent of the Personal Trainer.
If and to the extent that any provision of this Agreement is held to be illegal, void or unenforceable, such provision shall be given no effect and shall be deemed not to be included in this Agreement but without invalidating any of the remaining provisions of this Agreement. The parties shall meet to negotiate in good faith to agree a valid, binding and enforceable substitute provision or provisions, (if necessary with a reconsideration of other terms of this Agreement not so affected) so as to re-establish an appropriate balance of the commercial interests of the parties.
- Further assurance
Each of the parties agrees to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as may be necessary or reasonably desirable to implement and/or give effect to this Agreement and the transaction contemplated by it.
- Warranty of Capacity and Power
Each party represents and warrants to the other parties that:
(a) it has full authority, power and capacity to enter into and carry out its obligations under this Agreement;
(b) all necessary acts and things have been taken or done to enable it lawfully to enter into and carry out its obligations under this Agreement; and
(c) when executed, this Agreement will create obligations which are valid and binding on it and enforceable in accordance with their terms
- Force Majeure
None of the parties shall be liable for any failure or delay in performing any of its obligations under or pursuant to this Agreement if such failure or delay is due to any cause whatsoever outside their reasonable control, and they shall be entitled to a reasonable extension of the time for performing such obligations as a result of such cause.
- No Rights under Contracts for Third Parties
A person who is not a party to this Agreement shall have no right under any law to enforce any of its terms.
- Arbitration and Proper law
The parties shall use all reasonable endeavors to resolve any dispute amicably and in good faith.
This document is governed by and are to be construed in accordance with the laws of Colorado applicable therein.
Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Colorado (and any court of appeal) and waives any right to object to an action being brought in those courts, including on the basis of an inconvenient forum or those courts not having jurisdiction.
- Notices and service
17.1 Any notice so served by hand, e-mail or post shall be deemed to have been duly given:
- in the case of delivery by hand, when delivered;
- in the case of fax or electronic mail on a Business Day prior to 5.00 pm, at the time of receipt ;
- in the case of prepaid recorded delivery, special delivery or registered post, at 10am on the second Business Day following the date of posting;
provided that in each case where delivery by hand or by e-mail occurs after 5pm on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9am on the next following Business Day. References to time in this clause are to local time in the country of the addressee.
17.2 The addresses of the parties for the purpose of clause 18.1 are as follows:
United States of America
Address: As specified by their designated residence
County: As specified by the country where they reside
This Agreement may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which is an original but all of which together constitute one and the same instrument.
Digitally SIGNED by DocPro for and on behalf of Coach Reed on November 29, 2022 at 8 A.M. Eastern Standard Time.