CLIENT SERVICE AGREEMENT

 

This Client Service Agreement (“Agreement”) is entered into and effective as of this ___16___ day of __June_____, 2016, by and between _ Netta Rotstein_______________ ("Client"), having an address of _____________________________________________ and Jenn Krusinski Wellness, Inc. ("Company"), having an address of 14808 Old Guslander Trail North, Marine on St. Croix, MN, 55047. In consideration of Client retaining Company to perform Holistic Health Coaching services as part of the Custom Coaching program, it is agreed as follows:

 

1. Scope of Services

Client hereby retains Company to provide 6 weeks of 1:1 coaching entailing 6 1:1 phone or skype sessions and unlimited email support  (“Services”). The Services shall be delivered via  phone, email /Skype and shall include the following:

 

  • Each phone session is approximately 60 minutes

  • Sessions are once per week. 

  • Emails to Jenn Krusinski are unlimited, however, Jenn’s response time will be, at minimum, once per day/evening and at maximum once per day/evening unless Jenn is able to and chooses to respond more often. 

 

2. Scheduling

Client agrees to provide a minimum of 24hours/1 days  notice of cancellation for all scheduled meetings. No-shows, or meetings cancelled with less than 24 hours/ 1 days notice will not be rescheduled.

 

3. Compensation

(a) Compensation: In consideration for the Services provided by Company to Client, Client agrees to pay Company a fee of $450 (“Fee”). The Fee shall be payable as follows:

 

 

Client shall make payment in 3 payments  of $150, for a total of $450. The first payment by 6/18/2016, the second payment  7/9/2016, and the third payment by 7/23/2016.

 

 

 

All payments shall be made via PayPal/CC on the scheduling page.  Company’s obligation to render services hereunder is conditioned upon Client’s payment of said fee on a timely basis.

(b) Tools to be Provided by Client: Client agrees to provide all tools, information and documentation that may be required by Company to effectively perform said responsibilities in connection with the performance of services.

(c) Additional Client Duties: Client’s active participation in the creative coaching process is vital to the success of the program. Client is expected to complete any assignments to the best of Client’s abilities. Client agrees to communicate honestly and respectfully throughout the coaching process.

4. Term

Option 1: The term of this Agreement shall be for 6 weeks(plus integration/vacation) beginning with __(the first session to be scheduled by 6/18/16.)

 

5. Cancellation

All payments are non-refundable. Client may terminate this agreement and discontinue use of the services at any time by providing notice in writing, but no portion of payments will be returned. Client remains responsible for any outstanding payments in spite of termination. Company may cancel this Agreement at any time for any reason by providing written notice to Client. In the event that Company cancels this Agreement, Company will provide a prorated refund of the fees collected for which services have not been rendered minus any approved, unpaid expenses incurred on Client’s behalf.

 

6. Confidentiality

 

(a) During the term of this agreement Company takes reasonable steps to maintain the confidentiality of your information. However, there is an inherent risk in all forms of electronic communication, and communications between you and Company may be unlawfully intercepted by third parties not under our control. Company does not guarantee the security of any information transmitted via the Internet, telephone, or text message. Any efforts you undertake to communicate with Company are done at your own risk. Client may authorize Company to disclose Client’s information to a third party by doing so in writing reflecting the Client’s signature.

 

(b) Any and all Client information and data of a confidential nature (hereinafter referred to as “Client Confidential Information”), shall be treated by Company in the strictest confidence and not disclosed to third parties or used by Company for any purpose other than for providing Client with the services specified hereunder without Client’s express written consent. Client Confidential Information shall not include any information which (a) becomes available to the public through no breach of confidentiality by Company, (b) was in Company’s possession prior to receipt from the disclosure, (c) is received by Company independently from a third party free to disclose such information, or (d) is independently developed by Company without use of the Client Confidential Information. Upon request, Company hereto will promptly return or destroy all documents containing Client Confidential Information and delete all electronic records of or containing the same.  Notwithstanding the foregoing, Company may disclose certain information provided by you during the term of this Agreement, or gleaned from your use of the Service, when necessary to prevent foreseeable imminent harm to you or another person as otherwise required by law.

 

(c) If Client decides to join a private group with Company, Client recognizes that any information submitted by the Client to forums, chat rooms, message boards, during video conferences, email or otherwise in any other medium may be shared by all members of the group. Client agrees to keep confidential information submitted by other group members in line with this Paragraph 6. Client agrees not to share or disclose any proprietary information of other group members with any individual or entity outside of the group. Nor shall Client infringe the intellectual property rights of any group member. Client understands that violation of any of the agreements contained in Paragraph 6 may result in dismissal from the group without refund.

 

7. No Guarantees

Company cannot guarantee the outcome of the Services and Company’s comments about the outcome are expressions of opinion only. Company makes no guarantees other than that the services described in Paragraph 1(a) shall be provided to Client in accordance with the terms of this agreement. Client acknowledges that Company cannot guarantee any results for the Services as such outcomes are based on subjective factors that cannot be controlled by Company.  Client understands that a Certified Transformational Nutritionist and Holistic Health Coach is not a licensed medical or mental health professional, and coaching services are not a substitute for medical treatment or advice. Company or Jenn Krusinski cannot diagnose illnesses nor prescribe medication.

 

8. Ownership of Intellectual Property Rights

All material and information provided by the Company as part of the Service is proprietary and comprises intellectual property owned solely by Company. Company maintains exclusive, worldwide right, title, interest, ownership and all subsidiary rights, including all rights accruing to Company under the United States Copyright Act, in and to all works of authorship and all copyrights, patents, trade secrets and any other intellectual property rights, business concepts, plans and ideas, reports, manuals, visual aids, documentation, inventions, processes, proposed products, services, techniques, marketing ideas, and commercial strategies, that have been or will be created by Company (“the Work”), for use throughout the world in perpetuity in any manner or media whether now known or hereafter invented. Client does not have permission to use, reproduce, distribute or create derivative works based on the Work.

9. Effect of Headings

The subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions.

 

10. Entire Agreement; Modification; Waiver

This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

 

 

11. Neutral Construction

 

This Agreement was prepared by Company. It is expressly understood and agreed that this Agreement shall not be construed against Company merely because it was prepared by him or her; rather, each provision of this Agreement shall be construed in a manner which is fair to both parties.

 

12. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

13. Assignment

This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and assigns; provided, however, that Client may not assign any of its rights under this Agreement, except to a wholly owned subsidiary corporation of Client. No such assignment by Client to its wholly owned subsidiary shall relieve Client of any of its obligations or duties under this Agreement.

 

 

14. Recovery of Litigation Expenses

If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

15. Limitation of Liability

(a) IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND

(b) IN NO EVENT SHALL A PARTY’S LIABILITY EXCEED THE FEES PAID UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY.

(c) THE FOREGOING LIMITATIONS IN THIS SECTION 15 SHALL NOT APPLY TO A BREACH OF CONFIDENTIALITY BY A PARTY HEREUNDER OR THE OBLIGATIONS UNDER PARAGRAPH 6.

16. Jurisdiction of Disputes; Mediation

Any disputes based on or arising out of this Agreement or its subject matter, whether based on contract, tort or other legal theory, shall be heard and determined by a judge of the State of Minnesota , County of Washington. The parties acknowledge that disputes brought before the Court may be referred to mediation prior to trial. Both parties agree to participate in mediation proceedings if recommended by the court.

 

17. Notices

All notices, requests, demands, and other communications under this agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows:

 

To Client at:                                            [insert address]

To Company at:                                    14808 Old Guslander Trail North, Marine on St. Croix, MN, 55047             

 

Any party may change its address for purposes of this paragraph by giving the other parties written notice of the new address in the manner set forth above.

 

18. Governing Law; Venue

This Agreement shall be construed in accordance with, and governed by, the laws of the State of Minnesota.  The exclusive venue for any action, arbitration or other proceeding based on or arising out of this Agreement shall be Washington County.

 

19. Severability

If any term, provision, covenant, or condition of this Agreement is held by a an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

 

20. Signatures

IN WITNESS WHEREOF, the parties to this Agreement have duly executed it on the day and year first above written.

 

Company:                                                                                 Client:

                 

Jenn Krusinski, CEO,

Jenn Krusinski Wellness, Inc.

__________________________                                           ___________________________

By: Your Name, Your Title                                                                     Client Name Constitutes Signature

      Company Name