THIS AGREEMENT (hereinafter: the “Agreement”) is made and entered into as of the payment date, by and between the purchaser and The Rosewood Agency This Agreement sets forth the legally binding terms and conditions for the Agreement.

 

IN CONSIDERATION OF this Agreement, the Parties hereby acknowledge, understand and agree to be bound by the following terms and conditions.

1. PURPOSE OF AGREEMENT

1.1 The purpose of this Agreement is for both the Company and the Client to develop a working relationship, whereby the Client is hiring the Company to perform the specialized services as outlined in Section 2: Scope of Work. The Client is of the opinion that the Company has the necessary experience and abilities to provide the Services and is engaged in the duties and responsibilities outlined herein. The Company is of the opinion that the Client is a good candidate for the Services and will be engaged in the duties and responsibilities outlined herein. 

2. SCOPE OF WORK

2.1 The services offered to the Client by the Company are as follows (the “Services”).

 

Self-Study Course

• Course Lifetime access to program materials 

3. TERM OF AGREEMENT

3.1 The term of this Agreement (hereinafter: the “Term”) will begin on the Date of Purchase of the Agreement and shall remain in full force and effect for 6 months after the first call in the program (hereinafter: the “Termination Date”). At the Termination Date, both Parties are able to renegotiate the terms herein or continue on an ongoing basis as mutually agreed upon. 

 

3.2 The Company reserves the right to reschedule the Effective Date of the program and therefore the start date of the Services will be communicated to the Client in writing if changed. 

 

3.3 In the event that either Party wishes to terminate this Agreement prior to the end date, that Party will be required to provide 7 days written notice to the other Party. The Client agrees to provide written notice to the following email address: [email protected] 

 

3.4 The Services must be used by the Termination Date or they will be forfeited by the client. It is the Client's responsibility to schedule and use the services as outlined in this agreement. Non-utilization of services by the Termination Date does not constitute eligibility of a refund. 

4. CLIENT RESPONSIBILITY

4.1 The Client understands that while they are hiring the Company, this is a working relationship between the Client and Company. Deliverables and results will depend greatly on the Client’s ability to provide any and all necessary information as required by the Company to complete the Services including but not limited to: completion of intake materials and completed onboarding process, provision of any documentation, materials, content (copy, video, photo), login details, and other information as required.

4.2 The Client understands that any delay in delivery of any and all documentation, requested deliverables, or approvals as required by the Company to complete the Services, may result in a delay of the project’s forecasted time of completion. In the event the Agreement expires prior to delivery of requested documentation, deliverables or approvals as required, the project may not be completed by the Company.

4.3 The Client acknowledges that they are responsible to respond to any and all communication from the Company in a timely manner, complete any assigned tasks, and to attend any sessions included in the Services, during which the Client agrees to communicate honestly, be open to feedback and assistance, and to create the appropriate time and energy to work with the Company.

5. COMPANY RESPONSIBILITY

5.1 The Company agrees to provide the Client with access to their Chief Operations Officer Consultant for strategic support as outlined in Section 2: Scope of Work

6. PAYMENT

6.1 In exchange for Services, the Client agrees to pay the Company the fee for the Services as stated on the checkout page. If selecting a payment plan option, subsequent payments will be due monthly and based on the plan selected at checkout.

 

6.2 The Company accepts payment through Kajabi or as mutually agreed upon between the Parties and the Client understands they will be charged in the amounts as listed at checkout.

 

6.3 The Client accepts that if they are unable to adhere to the payment schedule, they must provide notice to the Company 7 days prior to the payment due date. If the Client does not provide notice, the Client understands that any delay in the payment will incur additional collection costs at a rate of $10 per day.

 

6.4 The Client authorizes upon their first transaction for the Company to charge their payment account provided in accordance with the payment plan the Client has selected. The Client agrees to provide complete, current, and accurate payment information and to update the Company should any payment information change, prior to the payment due date.

 

6.5 If payment is not received from the Client’s prescribed payment option, by the agreed-upon due date, the Client agrees to pay all amounts due upon demand, together with any applicable collection costs.

 

6.6 The Client accepts that the Services may be refused if payment has not been made as required by this Agreement, and that the Company reserves the right to cancel any Services, and or terminate this Agreement if there is a failure in paying the required fees.

 

6.7 Client understands that Client is responsible for all payments whether or not Client takes full advantage of the Services. No exceptions will be made in this matter and the Company reserves the right to take legal action to collect payment.

 

6.8 The Client shall not make any chargebacks to the Company's account. The Client shall pay for any fees associated with recouping payment, including but not limited to collections fees and attorneys’ fees.

 

6.10 The Client understands by accepting the payment terms herein, that they are voluntarily electing to participate in the Services, and are financially willing and able to invest in the Services by choice as evidenced by their Signatures herein. The Client is attesting that by doing so, they are not in any way incurring economic hardship and are aware of Section 8: Refund Policy.

7. REFUND POLICY

7.1 Due to the nature of the Services, and subject to Section 14: Termination Policy all sales are final, and are not eligible for any refund under any circumstance, be it known or unknown, now or in the future. The Client further agrees and understands that changing their mind about the Services, failing to follow through or understand(ing) the details of the Services, not experiencing the results as expected or desired, or experiencing any other similar situations will not, under any circumstance, warrant a refund nor will it amount to an alleged breach of contract. 

 

7.2 The Client understands, by evidence of their Signature herein, that they bear the full responsibility to make an informed decision prior to committing to the financial obligations outlined herein. The Client further agrees that they have entered into this Agreement with full capacity and clarity of mind and emotion, and are fully capable of making the financial commitment as listed herein. The Client understands that the Company is not aware of the Client’s financial situation and will not participate in or tolerate any manipulation by the Client to alter payment of the fees owing under this contract.

8. SCHEDULING

8.1 Any sessions included in the Services shall be through the prescribed method of Zoom or as otherwise outlined by the Company prior to the session. The time and date of the Services will be determined by the Company. The sessions shall vary in length at the discretion of the Company.

 

8.2 The Client accepts that in addition to the Services, they will have further access to the Company through the method of Slack and within the appropriate Slack spaces and channels. The Client understands that the Company will make reasonable efforts to respond within 24 hours from Monday through Friday excluding all weekends and Nationally recognized holidays. 

9. RESCHEDULING

9.1 In the event of rescheduling, the Client agrees to notify the Company 48 hours in advance of any scheduled session that needs to be rescheduled. The Client understands that the Company may only agree to reschedule up to one call under this Agreement. Failure to notify the Company may result in forfeiture of the call. Any such notice must be sent to [email protected].

 

9.2 The Client understands that if they are late to a session, the session will stand to complete at the scheduled time. 

 

9.3 The Client understands that all calls between the Client and the Company may be recorded for the professional use of the Company.

 

9.4 The Client further understands that due to the nature of the Services, the Client is not able to pause their participation in the Services, and the Services must be fulfilled within the term dictated for the program.

10. SUB-CONTRACTING

10.1 In the performance of its obligations hereunder, the Company shall have the right, in its sole discretion, to assign, transfer, charge, delegate or subcontract its rights and responsibilities to any third party, provided that the Company shall remain responsible for the performance of any such third party. The Client shall not, without the Company’s prior written consent, assign or transfer in any other manner with all or any of the Client’s rights or obligations under the Agreement.

11. RELATIONSHIP

11.1 Nothing in this Agreement shall be construed to create any partnership, joint venture, employer-employee or agency relationship between Client and Company. The Company shall not represent to any third party that any such relationship exists. The relationship shall be non-exclusive, and the Company shall be free to work with other companies so long as such work does not present a conflict of interest with regards to this Agreement or result in the disclosure of Confidential Information (defined below).

12. CONFIDENTIALITY

12.1 The Company may obtain access to information related to Client’s business that the Client considers to be confidential or proprietary or the Client has a duty to treat as confidential. The Company will, unless having the written consent of the Client, (a) hold all Confidential Information in strict trust and confidence; (b) not use or permit others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement; and (c) not disclose or permit others to disclose any Confidential Information to any third party without obtaining the Client’s express prior written consent on a case-by-case basis.

 

12.2 Exceptions. The Company's obligations with respect to any portion of the Client Information as set forth above shall not apply when Company can document that (i) it was in the public domain at the time it was communicated to the Company by the Client; (ii) it entered the public domain subsequent to the time it was communicated to the Company by the Client through no fault of the Company; (iii) it was in the Company's possession free of any obligation of confidence at the time it was communicated to the Company by the Client; or (iv) it was rightfully communicated to the Company free of any obligation of confidence subsequent to the time it was communicated to the Company by the Client.

 

12.3 Passwords. Should the Client decide to grant the Company access to the Client’s business and/or personal accounts, the Client does so entirely at their own risk, and the Client is fully responsible for ensuring the security of the Client’s data.

13. TERMINATION

13.1 The Client understands that the Company may terminate this Agreement by written notice 7 days prior to termination. Any such written notice must be sent to the client via email.

 

13.2 The Client further understands that the Company retains the right to and may limit, suspend or terminate the Services prior to the Termination Date, without refund if the Client (i) becomes disruptive or difficult to work with, (ii) fails to follow program guidelines, (iii) is found to harass the Company or other clients of the Company, (iv) participates in copyright infringement of any Intellectual Property produced and/or developed by the Company, (v) is negatively speaking about the relationship and or services offered by the Company in public forums.

 

13.3 The Client accepts that if the Company were to terminate the Services, for any other reason than those outlined in this Agreement, the Company may award a partial refund that is fair and equitable.

 

13.4 The Client accepts that if the Client were to terminate the Services early, the Client would still be responsible for all future payments outlined in this agreement.

14. PRIVACY AND CONFIDENTIALITY

14.1 The Company agrees to respect the Client’s confidential and proprietary information, ideas, plans and trade. Company further agrees to not disclose any information pertaining to the Client, nor the Client’s name, without the Client’s written consent.

 

14.2 The Client agrees to give the Company permission to keep a confidential record of the Client’s name, contact information, and any documented notes throughout the Services.

 

14.3 The Client understands that the Company and Client relationship does not constitute a legally confidential relationship (as is in the medical and legal professions) and therefore understands that communications are not subject to the protection of any legally recognized privilege.

15. MEDIA RELEASE AND TESTIMONIALS

15.1 The Client understands that the Company may want to share parts of the Services and/or results of the Services provided for future training and/or marketing purposes. The Company will not release any confidential or proprietary information and will consult the Client before such use.

 

15.2 The Client grants permission for the Company to photograph, and/or record any sessions and/or work conducted in which the Client is participating to be used for professional or testimonial purposes and only with expressed prior written consent.

 

15.3 In the event the Client provides a testimonial, the Client grants full permission for the Company to use any and all photographs, motion pictures, videotapes, written words and/or the recording for marketing purposes.

 

15.4 The Client releases the Company from all claims by which the Client may have now or in the future for compensation of any kind arising out of the Client’s participation in the aforementioned photographs, motion pictures, videotapes, recordings or any other record of the Clients participation in the Services or related activities.

16. INTELLECTUAL PROPERTY

16.1 The Company retains all ownership rights to its materials, proprietary information and processes employed during the Client’s participation under this Agreement (hereinafter: the “Proprietary Materials”). The Company's Proprietary Materials include all forms of its media, including written, oral or video, in whatever format presented, including hard copy, electronic or recordings related to the Company. All Company's Proprietary Materials will be deemed to be copyrighted materials under applicable laws. The Client is not authorized to share, copy, distribute, or otherwise disseminate any of the Company's Proprietary Materials without the Company’s express prior written consent. The Client agrees not to reproduce, duplicate, copy, trade, resell or exploit for any commercial or personal purposes, any portion of the Company's Proprietary Materials. The Client will be responsible for all incurred loss, cost, damage or expenses arising out of or in connection with the unauthorized use of the Company's Proprietary Materials, including all direct, indirect or consequential loss, and will indemnify and hold the Company harmless from all such unauthorized use of Materials. The Services rendered by Company and Company's Work Product developed for Client pursuant to this Agreement shall be owned solely by Client for Client's exclusive use. The Company shall transfer all ownership rights and licenses to use, sell or distribute its Services and Work Product to Client for Client's exclusive use, sale or distribution at Client's sole discretion and Company waives any proceeds derived by Client as a result of the Services rendered herein.

 

16.2 All deliverables, ideas, inventions, improvements, methods, processes, works of authorship and other forms of intellectual property that relate solely to the Client’s business, including designs, data, software code, ideas, inventions, know-how, materials, marks, methods, procedures, tools, interfaces, and other forms of technology as well as any intellectual property rights of any kind therein (collectively, the “Work Product”), will be the sole and exclusive property of the Client. The Company hereby irrevocably assigns to the Client all right, title and interest worldwide in and to the Work Product and all intellectual property rights therein. The Company is not authorized to share, copy, distribute, or otherwise disseminate any of the Client Materials or Work Product without the Client’s express prior written consent. All intellectual property, including the Work Product and Client Materials, shall remain the sole property of the Client and no license to sell or distribute the Materials is granted and/or implied herein. The Company agrees not to reproduce, duplicate, copy, trade, resell or exploit for any commercial or personal purposes, any portion of the Services rendered to Client, Work Product or Client Materials. The Company will be responsible for all incurred loss, cost, damage or expenses arising out of or in connection with the unauthorized use of the Client Materials and/or Work Product, including all direct, indirect or consequential loss, and will indemnify and hold the Client harmless from all such unauthorized use of Materials.

17. DISCLAIMER

17.1 The Company makes no representations, warranties, guarantees or promises verbally or in writing, pertaining to the achievement of any level of results from the Client’s participation in, or use of the Services. The Client understands and agrees that they are voluntarily choosing to enroll in the Services and are solely responsible for any outcomes or results. While the Company believes in the Services and that the Services are able to help many people, the Client acknowledges and agrees that the Company is not responsible nor liable to the Client should the Client sustain any injuries, incur harm, or encounter any negative ramifications in response to, or during their participation in, the Services. The Client accepts that they are fully responsible for their own health and well-being, participation in Services and any personally achieved results therein.

 

17.2 The Client understands that the Company does not offer any professional, medical, psychological, legal, or financial advice and that it is their exclusive responsibility to seek such independent professional guidance as needed. Further the Client understands that the Services are not therapy, and/or counseling, and therefore does not substitute therapy if needed.

18. LIMITATION OF LIABILITY

18.1 The Client agrees that the Company is not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of the Services and/or Materials provided by the Company. In no event shall the Company be liable to the Client for any indirect, consequential or special damages.

 

18.2 The Client shall defend, indemnify, and hold harmless the Company, from and against any and all liabilities and expense whatsoever – including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys fees, and disbursements – which any of them may incur or become obligated to pay arising out of, or resulting from the offering for sale, the sale, and/or use of the Service(s), excluding, however, any such expenses and liability which may result from a breach of this Agreement or sole negligence or willful misconduct by the Company. In consideration of and as part of the Client’s payment for the right to participate in the Services, the undersigned, heirs, executors, administrators, successors and assigns do hereby release, waive, acquit, discharge, indemnify, defend, hold harmless and forever discharge the Company and its subsidiaries, principals, directors, employees, agents, heirs, executors, administrators, successors, assigns and staff or students from all actions, causes of actions, contracts, claims, suits, costs, demands and damages of whatever nature or kind in law or in equity arising from the Client’s participation in the Services.

19. NO NEGATIVE STATEMENTS OR ACTIONS

19.1 The Client or Company shall not at any time directly or indirectly take any action and/or make, publish, file or record any oral or written statements that would likely have a negative or injurious impact upon, or that is derogatory, defamatory, libel or slanderous in nature to either party in any way.

20. MODIFICATIONS

20.1 The Company may modify this Agreement from time to time. Any modifications will be notified to the Client via email, and the Client may either continue the Services under the new conditions or the Agreement will be terminated.

 

20.2 The Client understands that without any notice to the contrary, by continuing the Services after notification shall enforce the modified Agreement as effective and the Client agrees to be bound to any changes in the Agreement.

21. DISPUTE RESOLUTION

21.1 In the event a dispute arises out of this Agreement and cannot be resolved by mutual consent, the Parties agree to attempt to mediate in good faith for up to thirty [30] days after notice is given. If the dispute is not so resolved, and in the event of legal action, the prevailing Party in any legal action will be entitled to be paid by the other Party all costs and expenses incurred, including but not limited to, attorneys’ fees.

22. SEVERABILITY

22.1 If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.

 

22.2 If the Court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

23. WAIVER

23.1 The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

24. FORCE MAJEURE

24.1 Either Party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either Party that materially affects the performance of the Services, such as:

• an act of God (inclusive of natural disasters, fires, explosions, earthquakes, hurricanes, flooding, storms or infestation);
• or other (inclusive of hostility, war, invasion);
• or any hazardous situation created outside the control of either Party (inclusive of a riot, pandemic, disorder, nuclear leak or explosion, or act or threat of impending terrorism).

25. JURISDICTION

25.1 This Agreement shall be interpreted and governed in accordance with the laws of Ontario.

26. BINDING EFFECT

26.1 This Agreement shall be legal and binding upon the Parties hereto and their respective successors and permissible assigns. The Parties each represent that they have the authority to enter into this Agreement.

27. ENTIRE AGREEMENT

27.1 This document reflects the entire Agreement between the Company and the Client. The Parties agree to the terms and conditions set forth above as demonstrated by completing the checkout process.