Group Coaching Terms & Conditions
Group Coaching Terms and Conditions
The Coach and the Client enter an agreement pursuant to, and in accordance with, these terms and conditions and agree as follows:
1. Definitions
Unless the context requires otherwise and unless explicitly defined elsewhere in this Agreement, capitalized terms and expressions in this Agreement shall have the following meaning:
(a) “Agreement” means these terms and conditions together with the contents of the Application Form (upon submission by the Client);
(b) “Application Form” means the application form provided via https://leadingsocially.com/products/mastermind-coaching-program or otherwise to the Client by the Coach to register for the Coaching Program;
(c) “Attendees” means any person attending or participating in any part of the Coaching Program;
(d) “Client” means any (natural or legal) person who has agreed to, and is therefore bound by, this Agreement;
(e) ‘Coach” means Ja Thoms acting in the name of the sole proprietorship, Leading Socially, having the registered business address at 7676 Chichester Road, Canton MI 48187
(f) “Coaching Materials” means any and all workbooks, questionnaires, (coaching) strategies, (coaching) methods, (digital) products, texts, writings, images, photos, videos, (electronic) files, (carriers with) data, software, websites, training, testing, and examination materials, as well as other materials such as analyses, reports, and documentation, including, but not limited to, preparatory materials for these materials, shared with or made available to the Client or any of the Attendees pursuant to or in connections with the Coaching Program or this Agreement;
(g) “Confidential Information” means, in relation to a Party, all information (whether the information is in oral or written form or is recorded in any other medium):
(i) about or pertaining to (the business of) a Party, an Attendee, or their respective affiliates, clients, suppliers, or business associates (including but not limited to information on products, technology, IT operations, intellectual property rights, know-how, financial information, and personal data), which is disclosed to the other Party, its affiliates or their respective personnel or contractors (or personnel of a contractor), or which is acquired by or otherwise comes to the knowledge of the other Party) in connection with the Coaching Program;
(ii) all information provided or shared in the Meetings or any other part of the Coaching Program;
(iii) the contents of this Agreement;
(iv) all information identified by a Party or Attendee as confidential; and
(v) all other information of which the other Party knows or should reasonably know to be of a confidential nature;
(h) “Parties” means the Coach and the Client together, and “Party” means either of the Parties;
(i) “Party” means either of the Parties; and
(j) “Platforms” means the Searchie Coaching Hub, Leading Socially Training Hub, Zoom, www.LeadingSocially.com and any other platform used, provided or made available by or on behalf of the Coach in relation to the Coaching Program, including, but not limited to, platforms on which the Coaching Materials are made available and any platform or group or page within a platform, such as a Facebook group, provided or made available to the Client and the Attendees or other third parties who have access to the Coaching Program, the Coaching Materials or other (coaching) services, products or courses provided or made available by or on behalf of the Coach.
2. Coaching Program
Scope
2.1 By submitting the Application Form, the Client agrees to attend and/or participate in the following coaching services made available by or on behalf of the Coach to the Client and the Attendees on the terms and conditions set out in this Agreement:
(a) Four group coaching meetings per month via Zoom or through another form of communication determined by the Coach at the Coach’s sole discretion, with a maximum of 90 minutes per meeting and no more than 5 attendees plus the Coach (hereinafter referred to as; the (“Meeting(s)”);
(b) the Coaching Materials;
(c) the Platforms;
hereinafter referred to as; the “Coaching Program”.
Not included
2.2 The Coaching Program does not include:
(a) individual or one-on-one coaching;
(b) any additional training or course materials the Coach may offer to the public.
2.3 The Client is prohibited from having any other party join, view, listen to, or participate in the Meetings or any other part of the Coaching Program
3. Admission
This Agreement constitutes an electronic contract between the Parties with the full force and effect of a handwritten signature. The Parties enter into this Agreement by submission of the Application Form by the Client by way of clicking on the “Join” button on the Application Form (and only after the Coach has confirmed the registration of the Client for the Coaching Program by email) the date thereof being the “Admission Date”.
4. Schedule
4.1 The Client shall receive access to the Coaching Program on the first day of the month following the application form (unless the client receives written confirmation of an earlier start date) provided that the Client shall only have access to the Coaching Program if the Client has complied with the payment obligations set out in clause 10.
4.2 The Meetings shall be held on the days and at the times selected on the website page at www.LeadingSocially.com
4.3 The dates and times are subject to change. The Coach reserves the right to reschedule a Meeting by giving the Client reasonable notice by email at any time without any compensation being due.
4.4 The Client is not permitted to reschedule a Meeting. It is the Client’s responsibility to attend and participate in the Coaching Program. If the Client misses a Meeting or fails to attend or participate in any other part of the Coaching Program, the Client is not entitled to receive a refund or any other form of compensation or to access, attend or participate in a substitute meeting or other service.
5. Additional (coaching) services
The Client is entitled to access the Coaching Program that the Client has registered for, the Platforms, and the Coaching Materials. The Client is not entitled to any additional, other or substitute services, nor any other services, products, or materials the Coach provides.
6. Application Form
6.1 By registering via the Application Form, the Client represents and warrants that all information provided by the Client in the Application Form is accurate, complete, correct, and current. The Client agrees to notify the Coach by email, as soon as reasonably possible, of any information provided in the Application Form that is inaccurate, incomplete, incorrect, or not current and provide the Coach with the information that is accurate, complete, correct, and current.
6.2 Regardless of whether a third party is or was authorized by the Client to register information in and/or submit the Application Form for the Client, the Client is and remains at all times responsible for any and all information provided in the Application Form and the Client is and remains bound by the provisions of this Agreement.
6.3 The Client acknowledges and agrees that the Coach may rely on the information provided by or on behalf of the Client in the Application Form.
7. Responsibilities, disclaimers, representations and warranties
7.1 The Client represents and warrants that the Client:
(a) is at least 18 years of age;
(b) possesses the full legal capacity, power, and authority to enter into this Agreement;
(c) has no criminal background;
(d) behaves in a respectful, safe, and kind manner, verbally, physically, and emotionally, towards the Coach, any third party that works with or for the Coach and the Attendees;
(e) will not show any aggressive or abusive behaviors toward the Coach, any third party that works with or for the Coach or the Attendees, and will not harass the Coach, any third party that works with or for the Coach or any Attendees;
(f) is and will be respectful, honest, and genuine in whom the Client portrays the Client to be toward the Coach, any and all or any third parties that work with or for the Coach and the Attendees;
(g) only provides information and data to the Coach and or any third party that works with or for the Coach that is true, complete, accurate, current, and not misleading; and
(h) will provide an update to the Coach as soon as possible if any of the information or data provided to the Coach changes.
7.2 Any Coaching Materials and all other information and materials provided, made available or used in connection with the Coaching Program are provided “as is” and “as available.”
7.3 The Meetings, Coaching Materials and other services within the Coaching Program are made available or facilitated through the platforms chosen by the Coach at the Coach’s sole discretion. It is the Client’s responsibility to ensure that the Client has the proper technology, hardware, and software, along with access to Wi-Fi, to be able to access and participate in the Meetings, Coaching Materials, and other parts of the Coaching Program.
7.4 The description of the Coaching Program on the Coach’s website or anywhere else is intended to indicate only the general nature of the Coaching Program and does not guarantee the content of or the information provided during the Coaching Program. The Coach reserves the right to amend, change, alter, or modify the content of and the information provided during the Coaching Program at its sole discretion.
7.5 The Coach does not represent, warrant, or guarantee that any Coaching Materials and the information provided during (any part of) the Coaching Program will be free from errors or omissions.
7.6 Any Coaching Materials and the information provided or made available in the Coaching Program are for informational and educational purposes only. The Coaching Materials and the information provided or made available in the Coaching Program are not, and should not be, construed as, any kind of professional advice. These are the personal opinions of the Coach and the Attendees only.
7.7 The Coach acknowledges that in any part of the Coaching Program or outside of the Coaching Program, Attendees may express their own opinions, and perspectives, or engage in behaviors that are independent of the Coach's guidance or control. The Coach shall not be held responsible or liable for the actions, statements, or conduct of any Attendee. Each Attendee is solely responsible for their own actions and behaviors.
7.8 The Coach is not a (licensed) financial, tax or legal advisor. Any information, advice, opinions, or any other communication by the Coach does not constitute financial, tax or legal advice, treatment, support, or services. The Coach disclaims any responsibility and liability in this respect.
7.9 The Coach only performs the Coaching Program on the basis of a best-efforts obligation. The Coach is not responsible for: (i) the effectiveness of the Coaching Program; (ii) any results in relation to or outcomes from the Coaching Program; or (iii) any decisions made by the Client or any other third party based on the Coaching Program and/or any results in relation to or outcomes from the Coaching Program. The Coach does not represent, warrant, or guarantee the effectiveness of the Coaching Program or the results in relation to or outcomes from the Coaching Program. The Coach’s comments about the effectiveness of the Coaching Program and/or result(s) and/or outcome(s) are expressions of opinion only.
7.10 The Client acknowledges that the Coach cannot make any such representations, warranties, or guarantees mentioned in this clause 7 and that the Client cannot hold the Coach liable in relation to: (i) errors or omissions; (ii) the effectiveness of the Coaching Program; (iii) any results in relation to or outcomes from the Coaching Program; or (iv) any decisions made by the Client or any other third party based on the Coaching Program and/or any results in relation to or outcomes from the Coaching Program.
8. Platforms, Creations and publicity
8.1 The Coach may, at its sole discretion, provide the Client with access to any Platforms. Such access to the Platforms is not a mandatory part of the Coaching Program, and access to such Platforms does not affect any payment rights the Coach has under this Agreement.
8.2 The Coach is not responsible nor liable for any content, including but not limited to text, images, photos, posts, logos, marks, graphics, designs, files, services, products, videos, audio, software, applications, computer code, metadata, downloads, and all other information and materials, deriving from Attendees or other third parties on the Platforms.
8.3 The Coach is not responsible or liable for the actions of third parties on the Platforms or for any communications, conflicts, or damages that occur through any communication and/or collaboration with a third party on or outside the Platforms.
8.4 For any text, content, images, photos, names, videos, recordings, statements, testimonials, reviews, questions, ideas, comments, and any other information and materials that the Client posts, shares, uploads, displays, transmits, distributes, sends, emails, or submits to any Platform (hereinafter referred to as; the “Creations”), the Client represents and warrants that the Client is the owner of the Creations or have the express permission from the rightful owner of the intellectual property rights to those Creations to use and distribute that content on the Platforms.
8.5 The Client represents and warrants that the Creations in no way infringe the privacy rights, intellectual property rights, publicity rights, or any other third-party rights and does not contain any unlawful, offensive, or obscene material.
8.6 The Client agrees not to post, share, upload, display, transmit, distribute, send, or submit to the Platforms any Creations that:
(a) are illegal, infringes or violate the rights of anyone;
(b) are offensive, obscene, defamatory, abusive, profane, hateful, vulgar, obscene, libelous, pornographic, political, threatening, derogatory, upsetting, insulting, misleading, discriminatory, sexist, racist or harmful to anyone in any way;
(c) contain chain letters, commercial solicitation, mass mailings, or any other kind of spam or unsolicited commercial messages; and/or
(d) encourage or advocate conduct that constitutes a criminal offense, giving rise to liability or otherwise breaches or violates any law.
8.7 The Client may not impersonate any person or entity or otherwise mislead as to the owner or origin of the Creations.
8.8 The Client grants the Coach and anyone else working with or for the Coach a non-exclusive, royalty-free, irrevocable, worldwide, perpetual, fully sublicensable right and license to use, adapt, modify, edit, translate, copy, reformat, display, publish, broadcast, distribute, reproduce, sell, create derivative works from, live-stream, and/or post any Creations and Client’s figurative mark (if applicable), logo (if applicable), personal name and business name (if applicable) in all forms and media in relation with the Coach’s advertising, promotional, publicity and marketing activities, including, but not limited to, those directed to the public through websites, social media channels, newsletters, emails, commercial products, educational and/or coaching materials, video footage, sales marketing or any other business purpose, without any compensation.
8.9 The Client authorizes the Coach to identify the Client in connection with the Client’s Creations and display the Client’s geographic location when using the Creations. However, the Coach may use the Client’s Creations without identifying the Client as the creator.
8.10 The Client irrevocably waives to the fullest extent possible any personality rights, publicity rights, privacy rights and any similar or related rights the Client may have under any applicable laws of any jurisdiction.
8.11 The Client waives the right to approve, inspect or restrict the use of the Creations as described herein.
8.12 The Coach is entitled (but not obligated) to monitor, edit or remove at any time at its sole discretion:
(a) any of the Client’s Creations on the Platforms; and
(b) any content on the Platforms deriving from third parties, including but not limited to text, images, photos, posts, logos, marks, graphics, designs, files, services, products, videos, audio, software, applications, computer code, metadata, downloads, and all other information and materials.
9. Fee
9.1 As consideration for the Coaching Program, the Client agrees to pay the Coach an initial payment equal to $127 and $127 for each month thereafter until the agreement is cancelled by the Client or the Coach. (hereinafter referred to as; the “Fee”).
9.2 All amounts stated in this Agreement are exclusive of any sales or value-added taxes chargeable unless explicitly stated otherwise. If any sales or value-added taxes are chargeable, the Client shall pay to the Coach, in addition to the Fee, an amount equal to the amount of the applicable taxes.
10. Payment & access
10.1 The Fee must be paid on a recurring monthly basis. The first installment will be paid immediately upon submission of the application form with monthly installments due on the same day of each recurring month until the agreement is cancelled by the Coach or Client.
10.2 If the Client fails to tender full and/or timely payment of any payment owed to the Coach, including, but not limited to, the Fee, or if a payment is cancelled or charged back, the Coach reserves the right to suspend the Client’s access to any and all parts of the Coaching Program and the Platforms until the Coach has received any payment(s) due in full. The Coach is under no obligation to provide the Services to the Client if the full payment of the Fee has not taken place within the time frame provided in this clause 10.
10.3 Any payments under this Agreement are made by Credit Card, Stripe, PayPal or other available payment methods at LeadingSocially.com. The Coach carries any applicable transaction costs.
10.4 The Client authorizes the Coach to charge the credit card or account chosen by the Client to complete all payments under this Agreement, and the Client does not require separate authorization for each payment.
10.5 If the Client fails to tender full and/or timely payment of any payment owed to the Coach under this Agreement within 12 days after the due date of that payment, the Coach reserves the right to charge a late payment fee equal to 7.5% of the total amount overdue, to accrue monthly until payment is received.
11. Refund policy & waiver cooling-off period
11.1 The Client waives and consents to the waiver of any and all rights to any applicable statutory “cooling-off period,” “withdrawal period,” or any other cancellation and/or refund rights under applicable law insofar as the refund policy in this clause 11 deviated from such rights. The Coach is under no obligation to grant the Client a refund.
11.2 If the Client cancels or terminates this Agreement during or after the first Meeting, the Client will not be refunded. If the Client cancels or terminates this Agreement 24 hours or more prior to the first Meeting, the Client may request a refund of the initial installment.
11.3 The Client will only receive up to a maximum of the lower of (1) 100% of the Fee and (2) the amount of the Fee actually paid by the Client and received by the Coach. Any remaining future installments of the Fee shall be cancelled.
11.4 The Client is not entitled to a refund if the Client has accessed or participated in one or more of the Meetings.
11.5 The Client is not eligible for a refund if the Client does not comply with or if the Client has breached any of the Client’s payment or other obligations under this Agreement. At the Coach’s sole discretion, if the Coach expects or believes the Client is abusing this refund policy, for whatever reason, the Coach is entitled to deny the Client the refund, restrict the Client from other future refunds, and/or restrict all future access to or use of the Coaching Program and/or any other services and/or products provided by the Coach.
11.6 The Coach reserves the right to grant the Client a refund as a refund credit or as a refund to the Client’s original payment method, at the Coach’s sole discretion, depending on the capabilities of the Coach’s payment service providers, the Client’s payment method, and other factors.
12. Access restriction
The Coach reserves the right to, at the Coach’s sole discretion, completely or partially refuse, suspend, remove, restrict the Client’s access to any part of the Coaching Program and the Platforms and/or terminate this Agreement, at any time, without notice if the Coach either knows or suspects the Client has or shall breach any of the Client’s obligations under this Agreement. The aforementioned suspension shall not adjourn, interrupt, or postpone any part of the Coaching Program.
13. Term & termination
13.1 The term of this Agreement commences on the Admission Date and continues until either the Client or the Coach terminates this Agreement in accordance with this clause 13 or clause 16.2.
13.2 The Coach shall be entitled to terminate this Agreement by email to the Client with immediate effect and thus without observing a notice period and without being liable or any compensation being due if:
(a) any payment that is due under this Agreement has not been received by the Coach in full and on time;
(b) the Client breaches any of the Client’s obligations under this Agreement;
(c) any of the warranties or representations provided by the Client under this Agreement is (partly) untrue or breached;
(d) the Client is guilty of fraud, acts contrary to the law and/or regulations, or behaves improperly on the basis of which the Coach cannot reasonably be expected to continue this Agreement; or
(e) necessary to satisfy any requirements, conditions, guidelines, or opinions contained in any directive, order, opinion, or ruling of a public authority.
13.3 If this Agreement is terminated, which termination can only occur on the basis of and in accordance with the relevant provisions of this Agreement, then:
(a) all rights and obligations of the Parties under this Agreement shall end and become ineffective, except for:
(i) any rights and (payment) obligations of or pursuant to clauses 9 (Fee) and 10 (Payment & access); and
(ii) any rights and obligations of or pursuant to clauses 14 and 19 through 26, which will remain in full force and effect after termination of this Agreement; and
(b) such termination shall be without prejudice to any rights a Party may have vis à vis the other Party in connection with a breach of any provision of or obligation under this Agreement occurring prior to their termination.
14. Non-disparagement & prohibited behavior
14.1 At the Meetings and the Platforms, the Client shall not behave in any way that:
(a) is illegal, infringes or violates the rights of any person, including, but not limited to, the Coach and the Attendees;
(b) is offensive, obscene, defamatory, abusive, profane, hateful, vulgar, obscene, libellous, pornographic, political, threatening, derogatory, upsetting, insulting, misleading, discriminatory, sexist, racist or harmful to anyone in any way;
(c) disparages or discredits the Coach or any Attendee;
(d) encourages or advocates conduct that constitutes a criminal offense, giving rise to (civil) liability or otherwise violates any law;
(e) is likely to cause confusion among third parties or the Attendees;
(f) portrays or insinuates any endorsement or sponsorship of a Party or its products or services by the other Party or in any other way portrays or insinuates that a Party supplies or approves of the other Party or its products or services; or
(g) portrays or insinuates any special relationship between the Parties and/or any Attendee.
14.2 The Client shall not use the Coaching Materials or any information or materials in relation to the Coaching Program, the Coach, the Attendees and/or this Agreement in any way as described in clause 14.1.
14.3 The Client shall not misrepresent or embellish the Client’s relationship with the Coach (including, but not limited to, by expressing or implying that the Coach supports, sponsors, or endorses the Client) or express or imply any other type of relationship between the Parties except as expressly permitted by this Agreement or agreed by email or written agreement between the Parties.
14.4 The Client agrees not to disparage the Coach’s brand, products, services (including, but not limited to, the Coaching Program), or persons working for or employed by the Coach.
14.5 The Client agrees that the Client will not make any unsubstantiated claims that will ruin the business reputation of the Coach.
15. Non-solicitation and promotion prohibition
15.1 The Client undertakes towards the Coach both during the term of this Agreement as well as during a period of one year after termination of this Agreement not to solicit, or endeavor to solicit or entice away, Attendees or other clients, customers or business relationships of the Coach or (natural or legal) persons that were clients, customers or business relationships of the Coach within the 12 months prior to the termination of this Agreement.
15.2 During any part of the Coaching Program and across all Platforms, the Client agrees not to engage in any form of self-promotion or promotion of their business to any Attendees, including, but not limited to, verbal promotion during Meetings, written communication on any of the Platforms, and any other means of communication facilitated by or through the Coaching Program.
16. Force majeure
16.1 The Coach is not obliged to meet any obligation, including, but not limited to, any statutory and/or guarantee obligation (if any) if the Coach is prevented from doing so by circumstances beyond its control. Circumstances beyond the Coach’s control include, but are not limited to, the following circumstances or circumstances similar to: (i) acts of God, riots, terrorism or war that affect the Coach; (ii) defects in goods, hardware, software or materials that the Coach uses for the performance of any part of the Coaching Program; (iii) changes in applicable laws and/or regulations; (iv) measures by public authorities or decisions of courts or tribunals; (v) power failures; (vi) failures of the internet, data network, telecommunication facilities or interruptions by service providers; and (vii) (cyber) crime or (cyber) vandalism.
16.2 If a circumstance as described in clause lasts for more than sixty calendar days, either Party shall be entitled to terminate these Terms by email to the other Party with immediate effect and thus without observing a notice period and without being liable or any compensation being due.
17. Limitation of liability
17.1 The Client’s access to, attendance and use of any part of the Coaching Program is at the Client’s exclusive risk.
17.2 The Coach and anyone else working with or for the Coach is not responsible, nor is the Coach liable, for any damages resulting from:
(a) any errors, delays, bugs, or omissions on the platform used for the Meeting or the Platforms, interruption in operation and the Client’s use of the platform used for the Meeting or the Platforms, failure of performance of any kind, website attacks, including, but not limited to, viruses, malware, malicious code, hacking of information, and any other system failures;
(b) any loss of income, revenue, profits, use, data, business, and/or any goodwill related to the Coaching Program;
(c) any theft of and/or unauthorized access to the Client’s information by any third party, regardless of the Coach’s negligence; and
(d) any use or misuse of any information provided during or in relation to the Coaching Program.
17.3 Without prejudice to clause 17.6, the aggregate liability is limited to the total amount of the Fee, excluding any applicable taxes, charged by the Coach and paid by the Client to the Coach in relation to the Services which caused the damages.
17.4 Without prejudice to clause 17.6, the Coach is not liable for indirect damages or loss, including, but not limited to, consequential, incidental, special, or exemplary damages, or any loss of revenue, profits, savings, business opportunities, use, data, goodwill, or any loss due to business interruption.
17.5 The Client waives any right or remedy in equity, including, but not limited to, the right to seek specific injunctive, performance or other equitable relief, in connection with the Coaching Program or this Agreement.
17.6 Nothing in this clause 0 shall operate to limit liabilities in the event of fraud, wilful misconduct, gross negligence, or any (other) liabilities that cannot be limited under applicable law.
18. Indemnity
18.1 The Client agrees to indemnify and hold the Coach and/or anyone else working with or for the Coach harmless from all damages, losses, claims (including, but not limited to, third-party claims), actions, demands, suits, proceedings, or judgments, including costs, expenses and attorneys' fees assessed against or otherwise incurred by the Coach arising, in whole or in part, from:
(a) actions and/or omissions, whether done negligently or otherwise, by the Client;
(b) any and all actions and use of the information or material provided during or in relation to the Coaching Program by the Client;
(c) violation of any laws, regulations, rules, or ordinances by the Client;
(d) violation of any provisions of this Agreement by the Client or anyone related to the Client; and/or
(e) infringement by the Client of any intellectual property rights or other third-party rights.
18.2 The Coach will notify the Client as soon as reasonably possible of any such claims, damage, and/or liability. The Coach reserves the right to defend such claim, damage, and/or liability at the Client’s expense. If requested, the Client will fully cooperate and provide assistance to the Coach to defend any such claims without any cost.
18.3 The Client agrees to indemnify and hold the Coach and/or anyone else working with or for the Coach harmless from any and all current and future claims regarding and/or in relation to the use of the Client’s Creations, including, but not limited to, claims, lawsuits, debts, dues, expenses, damages, and demands of any kind at law or in equity or under any statute, invasion of privacy, infringement of moral rights, defamation, rights of publicity, copyrights or any other cause related to the use of the Creations.
18.4 The Client agrees to indemnify and hold the Coach and/or anyone else working with or for the Coach harmless from any and all current and future claims, damages, or liabilities arising from interactions or communications between the Client and any of the Attendees.
19. Confidentiality
19.1 The Parties shall use Confidential Information solely for the purposes of the Coaching Program and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information for other purposes without the prior consent of the other Party given by email.
19.2 The Client acknowledges that the Confidential Information of the Coach, its affiliates, and third parties is strategic, commercially sensitive, and valuable and that the improper disclosure or use thereof will cause serious damage and loss to the Coach.
19.3 The restrictions in this clause 19 shall not apply if and to the extent the information is or becomes available to the general public other than by disclosure by a Party in violation of this Agreement.
19.4 The Parties shall have no obligation with respect to Confidential Information to the extent, but only to the extent, that such information is required or requested to be disclosed by applicable laws, provided that the disclosing Party, to the extent practicable and permitted, promptly notify the other Party of such request or requirement.
19.5 For the purposes of this clause 19, disclosures relating to Confidential Information that are specific shall not be deemed to be within the foregoing exceptions merely because they are embraced by more general disclosures in the public domain, in a Party’s possession, or received from a third party. In addition, any combination of features shall not be deemed to be within the exceptions merely because the individual features are in the public domain, in a Party’s possession, or received from a third party unless the combination itself and its principle of operation are in the public domain, in a Party’s possession or received from a third party.
19.6 The Client shall notify the Coach as soon as reasonably practicable of any unauthorized use, or attempted use, of the Coach’s Confidential Information and provide all information necessary to assist the Coach in any investigation it considers necessary, including for the purposes of mitigating damages, any claim, or the prevention of a recurrence. Additionally, the Client undertakes best efforts to prevent a recurrence to the extent this is within the Client’s control.
20. Intellectual property rights & (un)permitted use
20.1 This Agreement does not give the Client any ownership rights, intellectual property rights, license or interest in any of the Coaching Materials or any information or materials provided or made available to the Client by or on behalf of the Coach.
20.2 Any intellectual property rights remain exclusively vested in the Coach, its licensors, or its suppliers. The Coach shall not be obliged to assign or license to the Client any intellectual property rights pursuant to this Agreement. The Client shall not acquire nor claim any right to, title to, or interest in or to such intellectual property rights by reason of this Agreement, and nothing in this Agreement shall be construed as constituting such right, title, or interest. The Client shall not at any time do anything to impair the rights of the Coach to its intellectual property rights.
20.3 The Client acknowledges and agrees that the Client is not permitted to:
(a) share, edit, modify, copy, reproduce, enhance, reverse engineer, (re)distribute, transfer, transmit, sell, resell or in any way exploit (any information provided during or in relation to) the Coaching Materials or any other intellectual property included in or related to the Coaching Program, provided that the Client is allowed to edit and modify the Coaching Materials for personal use, and provided that such modifications do not lead to the unauthorized distribution or resale of the (unaltered) Coaching Materials without the express consent of the Coach given by email;
(b) collect or use descriptions or prices of the Coaching Program; or
(c) make any derivative use or create derivative works of (any information provided during or in relation to) the Coaching Materials or any other intellectual property included in or related to the Coaching Program,
whether free or paid, without the express consent of the Coach given by email.
20.4 The Client shall not use the Coaching Program to coach or provide other services to any third party or publish on any platform any of the Coaching Materials or other information, methods, solutions, or formulae contained in or derived from the Coaching Program.
20.5 The Client provides the Coach with a non-revocable, royalty-free, non-exclusive license to use the Client’s personal name and any materials, content and information created and/or provided by the Client in relation to the Coaching Program and/or the Coach in any public communication and any communication purposes with third parties, including, but not limited to, for the purpose of marketing, advertising, and promotion.
21. Data protection
The Coach only uses the Client’s personal data for the purposes set out in this Agreement. The Coach shall ensure the Coach complies with all legislation and regulatory requirements in force from time to time relating to the use of personal data. For more information on how the Coach collects, uses, and stores the Client’s personal data, please refer to the Coach’s privacy policy, which can be found here: https://leadingsocially.com/pages/privacy-policy
22. Communication
22.1 Any notice, request, consent, claim, demand, or other communication between the Parties in connection with the Coaching Program or this Agreement must be sent by email to the following email addresses set out for each of the Parties below:
(a) to the Coach: JaThoms@LeadingSocially.com; and
(b) to the Client: the contact information provided by the Client in the Application Form,
or such other email address as a Party may notify the other Party by email.
22.2 Unless another means of communication is explicitly provided for in this Agreement, the Client shall not use any other means of communication, such as text messages, direct messages on social media platforms, (registered) postal mail, or phone calls, to communicate with the Coach unless the Coach has explicitly agreed to such other means of communication.
22.3 The Coach shall endeavor to respond to emails within 24 hours on Business Days, which is a target and not a guaranteed service level. The Coach shall not be liable for failure to respond to emails within the aforementioned timeframe or the consequences arising therefrom, and any such failure shall not constitute a breach of this Agreement.
23. Miscellaneous
23.1 Neither Party is entitled to assign any of its rights or transfer any of its obligations under this Agreement unless agreed between the Parties by written agreement.
23.2 This Agreement, together with any other documents incorporated herein by reference and related exhibits and schedules, constitute the sole and entire agreement between the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written (which includes email) and oral, with respect to such subject matter.
23.3 No amendments, changes, modifications, or alterations of the terms and conditions of this Agreement shall be binding upon the Parties unless agreed between the Parties by written agreement.
23.4 If individual provisions in this Agreement are or become invalid or unenforceable, this does not affect the validity of the remaining provisions. The Parties undertake to immediately replace any invalid or unenforceable provision with a valid or enforceable provision that comes as close as possible to the original intention of the Parties.
24. No waiver
No failure or delay by the Coach in exercising any right or remedy under or in connection with this Agreement shall impair any right or remedy or operate or be construed as a waiver of any right or remedy.
25. Choice of law
This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by the laws of the State of Michigan and the United States of America.
26. Dispute resolution & arbitration
26.1 Without prejudice to clause 26.2, all disputes arising out of or in connection with this Agreement or the Coaching Program, or further agreements resulting therefrom, shall be settled in accordance with the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The place of arbitration shall be Canton, Michigan, United States of America. The proceedings shall be conducted in the English language. No award or procedural order made in the arbitration shall be published.
26.2 If:
(a) You are registered in The United States of America or
(b) a dispute is not subject to arbitration under clause 26.1 for whatever reason,
that dispute shall be settled in the competent courts located in Canton, Michigan, United States of America and both Parties irrevocably consent to the exclusive jurisdiction and location of the competent courts in Canton, Michigan, United States of America for the adjudication of all non-arbitral claims.