CONFIDENTIALITY AND PRIVACY

Confidentiality and Non-Disclosure

The Parties acknowledge that during the Term, certain confidential information may be disclosed to the other Party, either orally or in writing. For the purpose of this Agreement, “Confidential Information” means information that is of value and is treated as confidential and proprietary by its owner, and includes, but is not limited to, personal information, business records, financial data, marketing strategies, inventions, client lists, social media account metrics, passwords, intellectual property, trade secrets and the contents of this Agreement (“Confidential Information”). Client and DevanCecilia Coaching each agree not to disclose to any other person or entity or make use of the Confidential Information without the express written consent of the other, except to the extent that such disclosure is necessary to carry out their duties under this Agreement or as required by law. At the end of the Term or early cancellation of this Agreement, each Party will return all Confidential Information to the other and will remain bound by their duty of confidentiality to the other.

Privacy Policy

DevanCecilia Coaching may collect personal information during the Term, including Client name, address, email address, phone number, billing information, financial and business information, or other personal information (“Personal Information”). By providing any Personal Information to DevanCecilia Coaching, Client consents and grants DevanCecilia Coaching permission to use and store such information to facilitate the Services. Client acknowledges and consents to the use of technology, telephones, e-mails, applications and third-party platforms that use video and audio, such as Zoom, and third-party payment providers to be used by DevanCecilia Coaching in order to deliver the Services. Client confirms DevanCecilia Coaching is not responsible for the terms and policies of any third-party platforms and it is Client’s responsibility to review third-party privacy policies and terms and conditions. DevanCecilia Coaching will not sell or disclose Client’s personal information to third parties except as required by law or as necessary to delivery the Services. 

INTELLECTUAL PROPERTY

Ownership and Use of Materials

Client acknowledges that all content and materials used and distributed in providing the Services, including any content or resources on Coach’s website, social media platforms and member portal belongs exclusively to DevanCecilia Coaching, the sole copyright owner of the original materials, unless stated otherwise. By receiving any unique and original materials from DevanCecilia Coaching as part of the Services, DevanCecilia Coaching will grant a limited non-exclusive royalty-free license to Client for their use only and as directed by DevanCecilia Coaching. Client is strictly prohibited from reproducing any part of the written, video, audio and digital materials or sharing them with others without Coach’s explicit permission to do so. All of DevanCecilia Coaching's intellectual property, including copyrighted materials and trademarks, will remain the sole property of DevanCecilia Coaching. 

Recordings 

Client will not capture any of the coaching sessions in any way, including but not limited to video recording, photography, voice recording or screen shots. Any recordings provided by DevanCecilia Coaching will be for Client’s own use only and Client agrees they will not duplicate or share the recordings with any other person. 

 RELEASE, INDEMNITY AND WAIVER

PLEASE READ CAREFULLY. CLIENT ACKNOWLEDGES AND UNDERSTANDS THAT THEY ARE WAIVING CERTAIN LEGAL RIGHTS BY SIGNING THIS AGREEMENT. 

Assumption of Risks

Client acknowledges that they are voluntarily participating in the Services and assumes full responsibility for any risks, injuries, or damages, known or unknown, which may result from their participation in the Services.

Medical Disclaimer

Client understands that DevanCecilia Coaching is not qualified to diagnose or treat any physical, mental or emotional disorders, to provide health care, medical or nutrition therapy services, to diagnose, treat or cure any disease, condition or other physical or mental ailment.  Client understands that DevanCecilia Coaching is not acting in the capacity of a doctor, licensed dietitian, nutritionist, psychologist or other licensed or registered professional, and that any advice given by DevanCecilia Coaching is not meant to take the place of advice by qualified medical professionals.  It is recommended Client speak with their doctor before starting any new dietary or exercise regime. If Client is under the care of a health care professional or currently uses prescription medications, it is Client’s sole responsibility to discuss any dietary changes, fitness, exercise or lifestyle changes with their doctor, and Client should not discontinue any prescription medications without first consulting their doctor. Client expressly understands that any information received in relation to the Services and this Agreement should not be seen as medical advice and the Services are not meant to take the place of seeing licensed health professionals.

Professional Disclaimer

Client understands and agrees that in using the Services, DevanCecilia Coaching is not providing individual legal, tax, or accounting advice and any information provided is for general information and educational purposes only. 

No Warranty

Client acknowledges DevanCecilia Coaching makes no warranty that the Services will lead to any specific Client goal, financial success or particular results and DevanCecilia Coaching makes no promise that each Client will experience the same or similar results as other clients who have engaged DevanCecilia Coaching for similar services. Client acknowledges that the Services and materials provided are provided without any express or implied warranties of any kind. 

No Guarantee

Client acknowledges Coach makes no warranty or guarantee that Services will lead to any specific outcome, relationship growth or emotional results or that Client will experience the same or similar results as others who use the Services.

Release, Waiver, and Indemnity

Client agrees to indemnify, release, and hold harmless DevanCecilia Coaching, including its directors, officers, agents, employees, contractors, volunteers, heirs, executors, administrators, successors, and assigns (collectively, the “Released Parties”), from and against any and all losses, damages, liabilities, claims, costs, and expenses (including legal and professional fees) arising directly or indirectly from the Services provided under this Agreement, except to the extent such losses result from the gross negligence or willful misconduct of DevanCecilia Coaching. 

Limitation of Liability

In no event shall DevanCecilia Coaching be liable to Client or any third party for any consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages arising out of or in connection with this Agreement, regardless of whether such damages were foreseeable, whether Client was advised of the possibility of such damages, or the legal theory upon which the claim is based (contract, tort, or otherwise).

Maximum Damages

Coach’s total liability for any claim arising out of or in connection with this Agreement shall not exceed the total fees paid by Client to Coach in the twelve (12) months immediately preceding the event giving rise to the claim.

Media Release 

Client grants to DevanCecilia Coaching an irrevocable, worldwide, perpetual and unrestricted right to use any media, such as photographs, video, audio recordings or social media posts containing Client’s likeness, whether captured by Client, DevanCecilia Coaching or third party in relation to this Agreement and for any lawful purpose, including in its online or printed advertising or marketing materials and on all social media platforms, with or without reference to Client and without further notice, grant of permission or right to any financial compensation. 

 GENERAL

Relationship of Parties

Nothing in this Agreement shall be understood to create an employment, joint venture or partnership relationship between DevanCecilia Coaching and Client and Client is hiring DevanCecilia Coaching as an independent contractor only. For the avoidance of doubt, DevanCecilia Coaching has sole right to control and direct the means, manner, and way in which the Services are provided and may, in their sole discretion, hire assistants, employees or third-party contractors to assist in delivering the Services.

Governing Law and Jurisdiction

This Agreement is governed by and interpreted in accordance with the provincial and federal laws of British Columbia without regards for conflicts of law provisions. Any disputes arising directly or indirectly from this Agreement will be submitted and heard exclusively in the courts of Chilliwack, BC, Canada.

Injunctive Relief

Client acknowledges that monetary damages may be inadequate to compensate for the unique losses to be suffered in the event of a breach of this Agreement and that DevanCecilia Coaching will be entitled to seek, in addition to any other remedy it may have under this Agreement or at law, injunctive and other relief, including specific performance of the terms of this Agreement without the necessity of posting a bond.

Expenses; Fees  

Each party will pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery, and performance of this Agreement.  If any suit or action is instituted to enforce any provision of this Agreement, the prevailing party in such dispute will be entitled to recover from the losing party all fees, costs, and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable legal and other professional fees and expenses which will include, without limitation, all fees, costs, and expenses of appeals. 

Dispute Resolution

In the event any dispute arises between the Parties in relation to this Agreement or a breach of this Agreement and the dispute is not resolved by negotiation, the Parties agree to submit the dispute for mediation prior to pursuing any other available remedy in relation to the dispute. The Parties may agree to virtual mediation, when available. 

Force Majeure

Neither Party will be responsible for delays resulting from causes beyond their reasonable control, including without limitation fire, explosion, floods, storms, pandemics, state of emergency, hazardous situations, war, strike, or riot, and either Party may choose to excuse themselves from further performance of their obligations under this Agreement if such occurrence materially affects the performance of Services. The Party relying on Force Majeure will give the other Party reasonable notice of their desire to terminate or suspend the Services. Notwithstanding, all payments owing for Services will remain due and payable with such amount to be determined by Coach.

Notice

Any notice to be given under this Agreement must be directed to the other Party using the contact information first set out above or as may otherwise be directed (“Notice”). For the purposes of this Agreement, e-mail will be considered sufficient for delivery of Notice. Notice will be deemed to be delivered on the date and time when the Notice is sent.

Assignment

This Agreement may not be assigned to any other party except with the express written consent of the other Party.

Severability

If any of the provisions of this Agreement are found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not, to the extent permitted by law, in any way be affected and will remain enforceable.

Waiver of Breach

The waiver by one Party of any breach of this Agreement by the other Party will not be taken to be a waiver of any future breaches by the breaching Party. The non-breaching Party reserves the right to exercise or enforce their rights at a later date. 

Voluntary Agreement

Client acknowledges that they are executing this Agreement voluntarily and without any duress or undue influence by DevanCecilia Coaching or anyone else. Client further acknowledges that they have carefully read this agreement and that they have asked any questions needed for them to understand the terms, consequences, and binding effect of this Agreement and fully understand it.  Finally, Client has been provided an opportunity to seek the advice of an attorney of your choosing prior to signing this Agreement.

Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes any prior negotiation, understanding or Agreement between the Parties, whether oral or written, on the matters contained in this Agreement.

Counterparts and Electronic Signing

This Agreement may be signed electronically and/or in counterparts that, when taken together constitutes a fully signed and legally binding Agreement.