815south - Client Service Agreement for Courtney Claren Sessions

Services with Courtney Claren

This Client Service Agreement (the “Agreement”) is between Client (the “Client”) and Courtney Claren DBA for 815south, LLC (the “Advisor”). An individual's payment via invoice or payment link is construed as Client’s digital signature and voluntary acceptance of these terms. The Agreement is effective on the date of first payment.

Collectively, the Client and Advisor will be referred to as the “Parties.”

WHEREAS, the Client desires to engage a service(s) of the Advisor;

WHEREAS, the Advisor has agreed to provide its services to the Client;

NOW, THEREFORE, in consideration of the foregoing premises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties do hereby agree as follows:

Scope of Services

Advisor will provide Client with the services and/or products (“Services”) as outlined in a customized recommendations proposal or otherwise listed below.

From time to time, Advisor may include additional bonuses or resources at her discretion.

Advisor will deliver Services to Client as follows:

Virtual meetings will take place on Google Meet unless Advisor otherwise notifies the Client.

Client Intake and Q&A will take place on Slack unless Advisor otherwise notifies the client. If needed for client intake, documents and forms will be shared through Slack and hosted on third-party software.

Client is engaging Advisor’s services to receive feedback on Client’s work for Client’s business or product development. This Agreement does not create an ongoing coaching relationship between Client and Advisor. No Services, additional feedback, or coaching will be formally provided outside of Services and their designated times. Advisor will deliver all Services as listed above by the mutually agreed upon scheduled meeting date unless otherwise specified.

Prior to Client use of any of the offerings provided by Advisor (as defined and outlined within this Agreement) and prior to purchase and request for any services herein, Client is required to read, understand and accept these terms. Prior to purchase, Client will be required to confirm that Client has read and reviewed and accept this Agreement by checking the box which states “I agree to Courtney Claren Consulting's Terms of Service.” Client checking of this box shall be construed as a digital signature and voluntary acceptance of these terms.

Payments

Client will pay through either an invoicing system or payment link as provided by Advisor. Payments for Services can be made as directed in a customized recommendations proposal or as detailed within payment link. No matter which payment option you utilize, you understand and agree that you will pay the full price and that any missed installment payments may result in an acceleration of the Installment Plan and removal of access to the Services. Removal of access will not change your obligation to pay the full amount which is due upon the initial granting of access to the Services.

For many services, Client will owe Payment in full for total cost of all Services, within twenty-four (24) hours of receipt of invoice or payment link. From time to time, Advisor may offer a bonus as an incentive for payment in full.

Two payments at fifty (50) percent each, with each payment (50%) due within twenty-four (24) hours of receipt of invoice or payment link. The first payment invoice or link will be sent immediately upon scheduling and the second payment invoice or link will be sent at a defined time prior to start of the earliest item under Services.

For past due invoices, a late fee of five (5%) will apply. If second payment is late, Advisor will request or attempt to charge payment through the payment processor before applying the late fee.

All items are non-refundable unless stated otherwise. All payments are non-refundable and you are responsible for full payment of the fees for the program(s) regardless if you complete the program(s).

Communication

Prior to Services, any communication will be informal and may occur through third-party communication services such as messaging apps, Facebook groups, or email. The Agreement does not guarantee any response times or promise of feedback outside of designated times listed for Services. During delivery of Services, Client and Advisor will use Slack for all written communication. Advisor will make every effort to respond to Client in Slack within forty-eight (48) hours Monday through Friday, excluding holidays. Communication and support are not guaranteed on weekends. Advisor will inform Client if Client’s communications, such as questions or feedback requests, fall outside of the scope of Services. Advisor and Client will agree upon a reasonable topic or list of topics to cover under Services and Advisor is not required to provide feedback or communication outside of agreed upon topics.

Intellectual Property, Confidentiality, Limitation of Liability

All copyrights, patents, trademarks, or other intellectual property shall stay with the original Party owner.

Advisor and Client agree that all inventions, trade secrets, confidential and/or proprietary information, resources, and work-product conceived, created, or developed by each of the Parties, respectively, will be the sole and exclusive property of the Party to whom the information originally belonged. There shall be no transfer of intellectual property through this Agreement.

If Advisor creates or provides content to Client during the delivery of Services, Advisor grants Client a limited license to access and make use of the content.

Advisor will not disclose Client’s confidential trade secrets or release for publication Client’s product, unless required by law, ethics, or upon written authorization by Client. Client hereby acknowledges and agrees that Services do not create a legally confidential relationship and communications are not subject to any legal confidentiality requirement or privilege. By participating in Services, Client agrees that Advisor can include Client’s results and responses related to quality of Services in any future materials.

Confidential information under this Agreement does not include: information generally known to the public or to Client’s specific industry, information freely given by Client to third parties, information received by Advisor from any source that is not the Client, information in Advisor’s possession prior to this Agreement, information developed by Advisor, information which is received by Advisor from the Client but that may harm Client or another individual, or information about any illegal activity.

Advisor’s liability in contract, tort or otherwise arising through or in connection with this Agreement or through or in connection with the completion of Services shall be limited to fees paid by the Client to the Advisor for this specific Service. To the extent it is lawful, neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs, or expenses of any nature whatsoever incurred or suffered by the other Party.

Client agrees to defend, indemnify and hold harmless Owner, its managers, members, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from Services.

The limitations, exclusions and disclaimers in this agreement and elsewhere in these terms of use apply to the maximum extent permitted by applicable law.

Responsibility

Neither party is authorized as an agent, employee, or legal representative of the other. Neither shall have the power to control the activities and operations of the other and status at all times will continue to be that of an independent contractor relationship. Client hereby explicitly acknowledges and agrees that Advisor may be engaged or employed with any other business, industry, entity, or individual including, if applicable, Client’s direct competitors.

By entering into this Agreement and partaking in Services, Client agrees to receive feedback in a coachable, positive manner. Client is solely and exclusively responsible for choices that Client makes with regard to Services, as well as the Advisor’s recommendations and input. Client is solely and exclusively responsible for Client’s own business decisions and any other actions or inaction Client chooses to take. Advisor is not liable for any result or non-result or any consequences which may come about due to Client’s relations with Advisor.

Client accepts full responsibility for Client’s choices, actions, and results. There is no guarantee that Client will earn any money or see any specific results from Services. If examples are given, they are not to be interpreted as a promise or guarantee. Potential for results is entirely dependent on the Client. Client’s ultimate success or failure will be the result of Client’s own efforts, particular situation, and other circumstances beyond the control and/or knowledge of Advisor. Client agrees not to engage in any conduct or communications, public or private, designed to disparage Advisor. Where requested by law or arbitration, of course, Client is not prohibited from sharing their thoughts and opinions as a part of the legal process.

No Guarantees

Client agrees that Advisor has not made any guarantees about the results of taking any action, whether recommended on this Website or not. Advisor provides educational and informational resources that are intended to help users succeed in business and otherwise. Client nevertheless recognizes that Client's ultimate success or failure will be the result of Client's own efforts, Client's particular situation, and innumerable other circumstances beyond the control and/or knowledge of Advisor. Client also recognizes that prior results do not guarantee a similar outcome. Thus, the results obtained by others, whether clients or customers of Advisor or otherwise, applying the principles set out in Services are no guarantee that Client or any other person or entity will be able to obtain similar results.

Client is responsible for retaining any documents, information, and notes related to Services. Advisor does not guarantee any record retention.

No action or inaction of either Party shall constitute waiver of any of the terms of this Agreement. Waiver may only be executed explicitly in writing.

Availability

At the time of first payment, Advisor and Client agree to meet on the scheduled date. In the rare chance Advisor needs to reschedule, Advisor will become available to Client at the next availability within fourteen (14) business days. If Client requests to reschedule, Client agrees to notify Advisor no less than 48 hours prior to the scheduled meeting. If Client requests to reschedule, rescheduled availability with Advisor is not guaranteed and will be at the discretion of Advisor. If Client is not able to fulfill the originally scheduled meeting and is unable to agree on a rescheduled date available with Advisor within thirty (30) days of the original meeting date, Client forfeits the session without refund.

Termination, Dispute

This Agreement will automatically terminate after the delivery of Services. If Client wishes to continue feedback with Advisor beyond the meeting as listed in Services, Client can request an additional meeting or extended communication access which may be subject to an additional charge and a separate Agreement. If Client wishes to enter into an ongoing coaching relationship with Advisor, Advisor may agree in a separate, written document to expand the scope of Services and will include additional fees as applicable.

Advisor believes in the Client’s work and believes Client will be happy with Services. If, for some reason, Client is not satisfied, Client may stop Services at any time. Advisor immediately begins investing time and effort into the Client’s Services, so if Client decides to withdraw for any reason, Client will remain fully responsible for all payments and full cost of Services. All remaining payments will be due at the time of termination. No refunds will be provided.

This Agreement will immediately terminate upon death of Client or Advisor, the inability of Advisor to perform Services because of a sudden physical or mental illness, dissolution or discontinuance of the business of the Advisor, or the filing of any petition by or against the Client or Advisor under federal or state bankruptcy or insolvency laws.

In the case of a dispute between Parties relating to this Agreement, the Parties will first attempt to resolve the dispute personally and in good faith. If personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. Prior to seeking arbitration, Client must submit its complaint to Company with full details about the dissatisfaction with the Program. Client understands that the only remedy that can be awarded to Client through arbitration is a full refund of Client Payment made to date. No award of consequential or of any other type of damages may be granted. The arbitration shall be conducted by a single arbitrator and in the county and state registered to Advisor.

This Agreement embodies the entire agreement between Client and Advisor. This Agreement may be changed, modified, or discharged only if agreed to in writing by both parties.