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By purchasing participation in this program you expressly (herein referred to as “Client”) agree to the follow terms stated herein.

PROGRAM/SERVICE

Rosanne Austin agrees to provide services of a Knock-Out Negativity Package™ (herein referred to as “Program”). Client agrees to abide by all policies and procedures as outlined in this agreement as a condition of their participation in the Program.

DISCLAIMER

Client understands Rosanne Austin (herein referred to as “Consultant,” “Coach” or “Rosanne”), is not an employee of Client, or acting as Client’s agent, lawyer, doctor, manager, therapist, business manager, registered dietician, or financial analyst, psychotherapist, or accountant. Client understands their participation in this program will not treat or diagnose any disease, illness, or ailment and if they should experience any such issues they should see their licensed physician or other practitioner as determined by their own judgment. Client acknowledges and understands that Coaching is not therapy. Client acknowledges that Coach does not, and will not provide any medical, legal, accounting, psychological, behavioral, or other advice or counseling. Client further acknowledges that Coach has made no such representation in any interaction that would lead Client to believe that Coach has undertaken to do so. Client expressly agrees to hold Coach harmless against any allegations or claims that Coach has done so. Client is responsible for monitoring their own well being during the Program and Coach is not responsible for decisions made by Client as a result or the coaching or the Program and any consequences thereof. Client understands that a coaching relationship does not exist between the parties after the conclusion of the Program. If the Parties continue their relationship, a separate agreement will be entered into. Client understands and acknowledges that Rosanne Austin is only obligated to provided coaching services as detailed below.

PROGRAM STRUCTURE

1. Welcome Assessment Packet
2. Three (3) consecutive, weekly, 45-minute private coaching sessions with Rosanne Austin to be conducted by phone, Skype, or FaceTime.
3. Upon completion of the three 45-minute coaching sessions, Client will have 14 days of unlimited email support provided by Coach to answer Client’s questions and provide additional accountability to assist in Client’s progress.

LENGTH OF PROGRAM

The program period includes the dates of the three 45-minute coaching sessions and concludes 14 calendar days after the last coaching session.

FEES

Total price of this program is seven-hundred and fifty dollars (750.00 USD).  Client’s access to the program will be suspended until Client’s payments are current.  Client is liable for the total cost of the program, regardless of whether they complete all three 45-minute sessions in the package.  We reserve the right to institute alternative collections actions including, but not limited to: credit/debt collection service(s) or arbitration.  Access to program will be revoked until account is current and all payments have been paid in full.  Coach reserves the right to permanently bar Client from Program if account remains delinquent for more than 10 days. Client shall not make any charge backs to Company’s merchant account or cancel the credit card that is provided as security. Client is responsible for any fees associated with recouping payment on charge backs and any collection fees associated therewith. Client shall not change any of the credit card information provided to Coach without notifying Company in advance.

METHODS OF PAYMENT

Client expressly authorizes Coach to charge Client’s credit card(s) or debit card(s). Client may pay by credit card or debit card.

REFUNDS

There are no refunds. Client is responsible for full payment of fees for the entire Program, regardless of whether Client completes the Program. If Client elects to discontinue their participation in the Program for any reason, Client is still responsible for any and all outstanding balance(s). No Exceptions.

SCHEDULED TIME FOR COACHING CALL

Upon making payment for the program, Client will receive communication from Coach which will include a link to Coach’s calendar, so that Client can personally schedule the three 45-minute coaching sessions at their convenience, understanding that the coaching sessions are to be scheduled for three consecutive weeks, with one session per week. Client understands that space in Coach’s calendar is on a first come, first served basis and there is no guarantee that they will have the exact date and time of their choosing. Coach will do her best to accommodate Client. Coach and Client will work cooperatively to find a time that works best for both.

CONFIDENTIALITY

Coach respects Client’s privacy and insists that Client respects the Coach’s privacy.  Thus, consider this a mutual non-disclosure agreement. Any Confidential Information shared by  Coach is confidential, proprietary, and belongs solely and exclusively to Coach. Both Parties agree not to disclose, reveal or make use of any Confidential Information or any transactions, during discussions, or otherwise. Client agrees not to use such confidential information in any manner other than in discussion with Coach. Confidential Information includes, but is not limited to, information disclosed in connection with this Agreement, and shall not include information rightfully obtained from a third party. Both Parties will keep Confidential Information in strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. Further, Client agrees that if they violate or display any likelihood of violating this section the Coach will be entitled to injunctive relief to prohibit any such violations to protect against the harm of such violations. Client should be advised that Coach will breach confidentiality to alert local authorities if it becomes apparent to Coach that Client is a danger to themselves or others. Client agrees to hold Coach harmless for doing so.

NON-DISCLOSURE OF COACHING MATERIALS

Material given to Client in the course of Client’s work with the Coach is proprietary, copyrighted and developed specifically for Coach. Client agrees that such proprietary material is solely for Client’s own personal use. Any disclosure to a third party is strictly prohibited.

NO TRANSFER OF INTELLECTUAL PROPERTY

Coach’s program is copyrighted and the original materials that have been provided to Client are for Client’s individual use only and a single-user license. Client is not authorized to use any of Coach’s intellectual property for Client’s business purposes. All intellectual property, including Coach’s copyrighted program and/or course materials, shall remain the sole property of the Coach. No license to sell or distribute Coach’s materials is granted or implied. Further, by agreeing to these terms in purchase, Client agrees that if Client violates, or displays any likelihood of violating, any of Client’s agreements contained in this paragraph, the Coach will be entitled to injunctive relief to prohibit any such violations and to protect against the harm of such violations—entirely at Client’s expense.

CLIENT RESPONSIBILITY

Client accepts and agrees that Client is 100% responsible for their progress and results from the Program. Coach will help and guide Client however, participation is the one vital element to the Program’s success that relies solely on Client. Coach makes no representations, warranties or guarantees verbally or in writing regarding Client’s performance. Client understands that because of the nature of the program and extent, the results experienced by each client may significantly vary. By purchasing, Client acknowledges that as with any endeavor, there is risk and there is no guarantee that Client will reach their goals as a result of participation in the Program.

COACHING CALL RECORDING

Recording of the coaching call is strictly prohibited. Recording of the coaching call without Coach’s consent is a violation of the California Penal Code. Client acknowledges that they are bound by the earlier stated Confidentiality/Non-Disclosure advisement and agreement.

INDEPENDENT CONTRACTOR STATUS

Nothing in this Agreement is to be construed as creating a partnership, venture alliance, or any other similar relationship. Each party shall be an independent contractor in its performance hereunder and shall retain control over its personnel and the manner in which such personnel perform hereunder. In no event shall such persons be deemed employees of the other party by virtue of participation or performance hereunder.

NON-SOLICITATION OF PERSONNEL

Each of the parties hereto covenants and agrees that it shall not, during the term of this agreement and for a period of twelve (12) months after termination, directly or indirectly, employ, engage, contract with or in any other way utilize or solicit or make any offers for the services of any of the other party’s employees, contractors or other personnel. Violation of this section is grounds for termination of Client’s participation in the Program without refund. Client will still be liable to pay the total contract amount.

FORCE MAJEURE

In the event that any cause beyond the reasonable control of either Party, including without limitation acts of God, war, curtailment or interruption of transportation facilities, threats or acts of terrorism, State Department travel advisory, labor strike or civil disturbance, make it inadvisable, illegal, or impossible, either because of unreasonable increased costs or risk of injury, for either Party to perform its obligations under this Agreement, the affected Party’s performance shall be extended without liability for the period of delay or inability to perform due to such occurrence.

SEVERABILITY/WAIVER If any provision of this Agreement is held by to be invalid or unenforceable, the remaining provisions shall nevertheless continue in full force. The failure of either Party to exercise any right provided for herein will not be deemed a waiver of that right or any further rights hereunder.

MODIFICATION

This Agreement constitutes and contains the entire agreement between the parties with respect to its subject matter, supersedes all previous discussions, negotiations, proposals, agreements and understandings between them relating to such subject matter.

MISCELLANEOUS

1) LIMITATION OF LIABILITY. Client agrees they used Coach’s services at their own risk and that Program is only an educational service being provided. Client releases Coach, and related entities from any and all damages that may result from any claims arising from any agreements, past or present, between the parties. Client accepts any and all risks, foreseeable or unforeseeable. Client agrees that Coach will not be held liable for any damages of any kind resulting or arising from including but not limited to; direct, indirect, incidental, special, negligent, consequential, or exemplary damages happening from the use or misuse of Coach’s services or enrollment in the Program.

2) NON-DISPARAGEMENT. In the event that a dispute arises between the Parties, the Parties agree and accept that the only venue for resolving such a dispute shall be in the venue set forth herein below. The parties agree that they neither will engage in any conduct or communications with a third party, public or private, designed to disparage the other. The Parties agree that neither will directly or indirectly, in any capacity or manner, make, express, transmit speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, or disparaging to each other or any of its programs, members, owner directors, officers, Affiliates, subsidiaries, employees, agents or representatives.

3) ASSIGNMENT. This Agreement may not be assigned by either party without express written consent of both parties.

4) TERMINATION. Coach is committed to providing all clients in the Program with a positive Program experience. By purchasing, Client agrees that the Coach may, at its sole discretion, terminate this Agreement, and limit, suspend, or terminate Client’s participation in the Program without refund, if Client become disruptive or difficult to work with, inhibits the participation of other Program Participants or upon violation of the terms. In the event Coach terminates this Agreement due to a breach by the Participant, the Participant shall immediately cease using the Materials. The obligations of the Participant under this Agreement shall remain in effect in perpetuity after expiration or termination of this Agreement. Client will still be liable to pay the total contract amount.

5) INDEMNIFICATION. Client shall defend, indemnify, and hold harmless Coach, employees, contractors, directors, related entities, trustees, affiliates, and successors 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 product(s), excluding, however, any such expenses and liabilities which may result from a breach of this Agreement or sole negligence or willful misconduct by Coach, or any affiliates or successors. Client shall defend Coach in any legal actions, regulatory actions, or the like arising from or related to this Agreement. Client recognizes and agrees that all of the Coach’s affiliates and successors shall not be held personally responsible or liable for any actions or representations of the Coach.

6) RESOLUTION OF DISPUTES. If not resolved first by good-faith negotiation between the parties, every controversy or dispute relating to this Agreement will be submitted to the American Arbitration Association. All claims against Coach must be lodged within 100-days of the date of the first claim or otherwise be forfeited forever. The arbitration shall occur within ninety (90) days from the date of the initial arbitration demand. The parties shall cooperate to ensure that the arbitration process is completed within the ninety (90) day period. The parties shall cooperate in exchanging and expediting discovery as part of the arbitration process. The written decision of the arbitrators (which will provide for the payment of costs) will be absolutely binding and conclusive and not subject to judicial review, and may be entered and enforced in any court of proper jurisdiction, either as a judgment of law or a decree in equity, as circumstances may indicate. In disputes involving unpaid balances on behalf of Client, Client is responsible for any and all arbitration and attorney fees. Any arbitration will be conducted according to the law of the State of California. Client agrees that the venue for any such arbitration will be the State of California.

7) EQUITABLE RELIEF. In the event that a dispute arises between the Parties for which monetary relief is inadequate and where a Party may suffer irreparable harm in the absence of an appropriate remedy, the injured Party may apply to any court of competent jurisdiction for equitable relief, including without limitation a temporary restraining order or injunction.

8) NOTICES. Any notices to be given hereunder by either Party to the other may be effected by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of three (3) days after the date of mailing. For purposes of this Agreement, “personal delivery” includes notice transmitted by fax or email. Email: rosanne@frommaybetobaby.com This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, administrators, successors and permitted assigns. Waiver of any breach or the failure to enforce any provision hereof shall not constitute a waiver of that or any other provision in any other circumstance. This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States of America. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, together, will constitute one and the same instrument. The parties hereto have caused this Agreement to be executed and delivered as of the date of purchase by Client.

9) Upon execution by clicking “I accept” or acknowledging electronically that this advisement has been agreed to, the Parties agree that any individual, associate, and/or assign shall be bound by all terms and conditions in THIS AGREEMENT.  A facsimile, electronic, or executed copy or acceptance of this agreement, with a written or electronic signature, or checking the “box” on any order form shall constitute a legal and binding instrument with the same effect as an originally signed copy.