ONLINE COURSE AGREEMENT

PURPOSE

Client wishes to enrol in the Wealth Well™️ course to provide holistic wealth 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.

By signing this Agreement, Client confirms that they have read, understood and agreed to accept all of the terms and conditions in this Agreement.

TERMS OF AGREEMENT

Package
Client has chosen Coach’s Wealth Well™️ Course.

Term
Coach will provide the Services, beginning on October 1st, 2023, and continue until the end of 12 weeks are completed (“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 course program (“Services”):
● Weekly lesson plans
● Built-in activities and worksheets
● Journal prompts
● Pre-recorded videos
● A private discussion thread
● Access to the Resource Vault
● A 45-Minute complimentary 1:1 strategy call (only upon completion of the Wealth Well™️ course within the first 12 weeks of enrollment)

Additional Services
Coach’s hourly rate is $222 USD for a strategy call and $1,000 USD for Voxer coaching. Any coaching outside of the scope of Services set out in this Agreement, such as a 1:1 strategy call and Voxer coaching will be considered ‘Additional Services’. Additional Services requested by Client will be charged to Client at the hourly rate set out above, or as may otherwise be agreed upon by the Parties in writing.

Late Arrivals
Client is expected to arrive on time for the scheduled 1:1 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 to fellow participants, both during the course discussions and group sessions, as well as in any online, public or private forums 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 engaged in all discussion threads and 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.

PAYMENT

Fees
In exchange for the Services, the total fee is $,1500 USD plus all applicable sales taxes (“Fee”). The Fee is payable via Stripe.

Payment Schedule
Client will pay recurring payments of either $500 USD each month for 3 months or $250 USD each month for 6 months. If the start of the Term is any day other than the first (1st) day of the payment cycle, the Fee will be prorated for the number of days remaining in the payment cycle, or as otherwise agreed by the Parties in writing.

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. If Client cancels or replaces their credit card, Client must immediately update their information accordingly.
RESCHEDULING, CANCELLATION AND REFUNDS

Changes to Schedule
The Coach may be required to make changes to the scheduled course and it’s 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.

No Rescheduling
Due to the set schedule for the Services, no rescheduling is allowed. All scheduled coaching sessions are final. Client’s failure to attend scheduled sessions will result in forfeit of that portion of the Services.

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 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, less the Deposit. 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, including the Deposit. 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, financial and business 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 Voxer, and third-party payment Coachs 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 online member portals belongs 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 screen shots. 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 diagnosis or treat any physical, mental or emotional disorders, to provide health care, medical or nutrition therapy services, to diagnose, treat or cure any disease, condition or other physical or mental ailment. Client understands that Coach is not acting in the capacity of a doctor, licensed dietitian-nutritionist, 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.
Professional Disclaimer
Client understands and agrees that in using the Services, Coach is not providing individual legal, tax, financial or accounting advice and any information provided is for general information and educational purposes only.

No Warranty
Client acknowledges Coach makes no warranty that the Services will lead to any specific Client goal, financial success 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.

No Earnings Guarantee
Client acknowledges Coach makes no warranty or guarantee that Services will lead to any specific earnings, business growth or financial results or that Client will experience the same or similar results as others who use the Services.

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

Relationship of Parties
Nothing in this Agreement shall be understood to create an employment, joint venture or partnership relationship between Coach and Client and Client is hiring Coach as an independent contractor only. For the avoidance of doubt, Coach has sole right to control and direct the means, manner and way in which the Services are provided and may, in their sole discretion, hire assistants, employees or third-party contractors to assist in delivering the Services.
Governing Law and Jurisdiction
This Agreement is governed by and interpreted in accordance with the laws of Ontario and the federal laws of Canada where applicable. Any disputes arising directly or indirectly from this Agreement will be submitted and heard exclusively in the courts of Toronto, Ontario.

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.

Assignment
This Agreement may not be assigned to any other party except with the express written consent of the other Party.

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.

Full Agreement
This Agreement constitutes the full 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.


Survival
Any term of this Agreement which addresses performance or observance following the early termination or expiration of this Agreement will survive and continue to be in full force and effect. All things considered confidential during the Term will survive and always remain confidential.

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.