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SIMONA KSOLL COACHING & CONSULTING

ENROLLMENT AGREEMENT

THIS ENROLLMENT AGREEMENT (hereinafter, the “Agreement”) is made by and between SIMONA KSOLL, AN INDIVIDUAL, DOING BUSINESS AS SIMONA KSOLL COACHING & CONSULTING (hereinafter, “Company”), and YOU (hereinafter, “Client”, “You”, or “Your”) (Company and Client shall hereinafter each be referred to as a “Party” and collectively referred to as the “Parties”) for participation in and use of Company’s marketing consulting services (i.e., the “Program” referenced and defined below).

THIS AGREEMENT CONSTITUTES A BINDING LEGAL CONTRACT.  Please carefully read these terms as they affect Your legal rights and save it for future reference.  You (are invited to consult with counsel prior to accepting the terms of this Agreement.  Before You use the Program (as defined below) or other services provided by Company (including its related websites), You must read and accept all of the terms and conditions in, and linked to, this Agreement. If You do not agree with the terms of this Agreement, You must immediately disengage from use of Company’s services.

By clicking “I Agree,” entering your credit card information, or otherwise enrolling, electronically, verbally, or otherwise, in the course, You are entering into a legally binding agreement with Company, according to the following terms and conditions:

1. COMPANY’S PROGRAM: The term, “Program”, as used herein shall mean Company’s services related to education, consulting, and marketing/life coaching, and any further services or functions supplied by Company to Client as more specifically enumerated [on Exhibit “A” / outlined below]. The Parties agree that the Program is in the nature of marketing/life coaching and education.  Company shall not provide specific services related to the implementation of marketing programs without the parties’ execution of a separate agreement.  The scope of services rendered by Company pursuant to this Agreement shall be limited to those contained herein, and provided on Company’s website as part of the Program.  Company hereby reserves the right to substitute services equal to or comparable to the comparable to the Program for Client if the need arises.

Upon execution of this Agreement, electronically, verbally, or otherwise, Company agrees to render services and/or the Program to Client.

2. COMPENSATION: Company shall post its “Payment Schedule” on its website, setting forth the specific fees charged by Company for its services and Programs, which is incorporated by this reference as if fully set forth herein. Accordingly, Company retains the right to amend the terms of its Payment Schedule without notice to or prior consent of Client. It is Your sole responsibility to visit Company’s website and/or check the relevant fees for Company’s services and or Programs at any given time.

Client hereby agrees to compensate Company according to the Payment Schedule, as set forth on Company’s website and according to the payment plan selected by Client (hereinafter, the “Fee”).  All Fees are due and payable immediately.  Company shall be entitled to charge a five percent (5%) late penalty to all balances that are not paid in full within five (5) calendar days.

3. REFUND POLICY: Upon execution of this Agreement, Client shall be wholly responsible for the full amount of the Fee, and shall remit payment in a timely manner as set forth above.  Company does not offer any refunds.  As such, if Client cancels his/her/its attendance at the Program or for any reason whatsoever fails to appear at the Program, Client shall not be entitled to receive a refund of the Fee or any portion thereof.

4. CHARGEBACKS AND PAYMENT SECURITY. To the extent that Client provides Company with credit card information for payment on Client’s account, Company shall be authorized to charge Client’s credit card(s) for any unpaid charges on the dates set forth herein.  If Client uses a multiple-payment plan to make payments to Company, Company shall be authorized to make all charges at the time they are due and is not required to obtain separate authorization in order to do so.  Client shall not make any chargebacks to Company’s account or cancel the credit card that is provided as security without Company’s prior written consent.  Client is responsible for any fees associated with recouping payment on chargebacks and any collection fees associated therewith.  Client shall not change any of the credit card information provided to Company without notifying Company in advance.

5. NO RESALE OF SERVICES PERMITTED: Client agrees not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Program (including course materials), use of the Program, access to the Program, any portion of the promotional materials used for the Program (“Promotional Materials”), use of the Promotional Materials, or access to the Promotional Materials.  This Agreement is not transferrable or assignable without Company’s prior written consent.

6. RELATIONSHIP OF PARTIES: This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Company and Client.

7. CLIENT’S REPRESENTATIONS AND WARRANTIES: Client represents and warrants the following:
   • 1. Client has the legal authority to enter into this Agreement and to be bound to the promises, agreements and other duties set forth in this Agreement.
     2. Client’s website, if any, and use of the Program or Promotional Materials, do not contain any materials that are:
        1. Sexually explicit, obscene, or pornographic;
        2. Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
        3. Graphically violent, including any violent video game images; or
        4. Solicitous of any unlawful behavior.
     3. Client has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Client’s website. Nothing on Client’s website, if any, infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Client have any reason to believe that any person or entity will bring or threaten such a claim in the future.
     4. Client will not publish or otherwise distribute any advertising materials for Client’s website that reference Company or Company’s website unless Company gives prior written consent to the distribution of such materials. Client will not use Company’s name (or any name that is confusingly similar to Company’s name) for any purpose on its website, in its promotional materials, or in any other context except to promote Company’s website as specified in this Agreement.  Client will not register any domain name that incorporates Company’s name, or that is confusingly similar to Company’s name.
     5. Client will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Company or Company’s website.

8. INTELLECTUAL PROPERTY: Company retains all right, ownership, and interest in the Program, any materials, written or otherwise, associated with the Program, any materials provided by Company to Client for or in association with the Program (collectively, the “Promotional Materials”) and in any copyright, trademark, or other intellectual property in the Program or Promotional Materials. Nothing in this Agreement shall be construed to grant Client any rights, ownership or interest in the Program or Promotional Materials, or in the underlying intellectual property. Company’s copyrighted and original materials shall be provided to the Client for his/her/its use only and a single-user license.  Client shall not be authorized to share, copy, distribute, or otherwise disseminate any materials received from Company electronically or otherwise without the prior written consent of the Company.  All intellectual property, including Company’s copyrighted course materials, shall remain the sole property of the Company.  No license to sell or distribute Company’s materials is granted or implied.

9. LIMITATION OF LIABILITY. By using Company’s services and enrolling in the Program, Client releases Company, it officers, employers, directors, and related entities from any and all damages that may result from anything and everything. The Program is only an educational/coaching service being provided. By using Company’s services and enrolling in the Program, Client releases Company from any and all damages that may result from anything and everything. Client accepts any and all risks, foreseeable or non-foreseeable, arising from such transactions.

Notwithstanding the previous paragraph, if Company is found to be liable, Company’s liability to Client or to any third party is limited to the lesser of (a) the total fees Client paid to Company in the one month prior to the action giving rise to the liability, and (b) $1000.

ALL CLAIMS AGAINST COMPANY MUST BE LODGED WITH THE ENTITY HAVING JURISDICTION WITHIN ONE HUNDRED (100) CALENDAR DAYS OF THE DATE OF THE FIRST CLAIM OR OTHERWISE BE FORFEITED FOREVER. 

Client agrees that Company 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 Company’s services or enrollment in the Program. Client agrees that use of Company’s services is at Client’s own risk.

10. DISCLAIMER OF GUARANTEE. Client accepts and agrees that he/she/it is 100% responsible for his/her/its progress and results from the Program.  Client accepts and agrees that he/she/it is the only vital element to the Program’s success and that Company cannot control Client.

Company makes no representations or guarantees verbally or in writing regarding performance of this Agreement other than those specifically enumerated herein.  Company and its affiliates disclaim the implied warranties of titles, merchantability, and fitness for a particular purpose. Company makes no guarantee or warranty that the Program will meet Client’s requirements or that all clients will achieve the same results.  In addition, Company makes no representation that the operation of its Program or website will be uninterrupted or error-free and we will not be liable for the consequences of any interruptions or errors.  Company makes no guarantees or warranties on products, services, sale or trade situations whether express or implied. Company makes no guarantee or warranty that the Program will meet user requirements, be error free, secure, uninterrupted, or timely.

11. COURSE RULES. To the extent that Client interacts with Company staff and/or other Company clients, Client agrees to at all times behave professionally, courteously, and respectfully with staff and clients.  Client agrees to abide by any Course Rules/Regulations presented by Company.  The failure to abide by course rules shall be cause for termination of this Agreement.  In the event of such termination, Client shall not be entitled to recoup any amounts paid and shall remain responsible for all outstanding amounts of the Fee.

12. USE OF COURSE MATERIALS: Client consents to recordings being made of courses and the Program.  Company reserves the right to use, at its sole discretion, course materials, Promotional Materials, videos and audio recordings of courses, and materials submitted by Client in the context of the course(s) and the Program for future lecture, teaching, and marketing materials, and further other goods/services provided by Company, without compensation to the Client.  Client consents to its name, voice, and likeness being used by Company for future lecture, teaching, and marketing materials, and further other goods/services provided by Company, without compensation to the Client.

13. NO SUBSTITUTE FOR MEDICAL TREATMENT. Client agrees to be mindful of his/her own wellbeing during the course and seek medical treatment (including, but not limited to psychotherapy), if needed.  Company does not provide medical, therapy, or psychotherapy services.  Company is not responsible for any decisions made by Client as a result of the coaching and any consequences thereof.

14. TERMINATION. Either Party shall have the right to terminate this Agreement at any time and for any cause In the event that Client is in arrears of payment or otherwise in default of this Agreement, all payments due hereunder shall be immediately due and payable.  Company shall be allowed to immediately collect all sums from Client and terminate providing further services to Client.  In the event that Client is in arrears of payments to Company, Client shall be barred from using any of Company’s services.

15. CONFIDENTIALITY. The term “Confidential Information” shall mean information which is not generally known to the public relating to the Client’s business or personal affairs.  Company agrees not to disclose, reveal or make use of any Confidential Information learned of through its transactions with Client, during discussion with Client, the coaching session with Company, or otherwise, without the written consent of Client.  Company shall keep the Confidential Information of the Client in strictest confidence and shall use its best efforts to safeguard the Client’s Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft.

16. NON-DISPARAGEMENT. In the event that a dispute arises between the Parties or a grievance by Client, the Parties agree and accept that the only venue for resolving such a dispute shall be in the venue set forth hereinbelow.  In the event of a dispute between the Parties, the parties agree that they neither will engage in any conduct or communications, public or private, designed to disparage the other.

17. INDEMNIFICATION. Client shall defend, indemnify, and hold harmless Company, Company’s shareholders, 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.  Client recognizes and agrees that all of the Company’s shareholders, trustees, affiliates and successors shall not be held personally responsible or liable for any actions or representations of the Company.

18. CONTROLLING AGREEMENT. In the event of any conflict between the provisions contained in this Contract and any marketing materials used by Company, Company’s representatives, or employees, the provisions in this Agreement shall be controlling.

19. MODIFICATION OF AGREEMENT: Company may modify this Agreement at any time by posting a change on our website or notifying You by email.  We may change any of the terms and conditions of this Agreement.  Modifications may include, but are not limited to, changes in the referral commission structure, payment procedures, the Payment Schedule terms and Fees, and Program rules.  If any modification is unacceptable to You, Your only recourse is to terminate this Agreement.  Your continued participation in the Program following our posting of a change notice or new agreement via email or on our website will constitute binding acceptance of the change.

20. HEADINGS: The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.

21. CHOICE OF LAW/VENUE: This Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to any principles or conflicts of law. The parties hereto agree to submit any dispute or controversy arising out of or relating to this Agreement to arbitration in the state of California, Los Angeles County pursuant to the rules of the American Arbitration Association, which arbitration shall be binding upon the parties and their successors in interest. The prevailing party is entitled to be reimbursed for all reasonable legal fees from the non-prevailing party in order to enforce the provisions of this Agreement.

22. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, oral or written. This Agreement may be modified only by an instrument in writing duly executed by both Parties.

23. SURVIVABILITY. The ownership, non-circumvention, non-disparagement, proprietary rights, and confidentiality provisions, and any provisions relating to payment of sums owed set forth in this Agreement, and any other provisions that by their sense and context the parties intend to have survive, shall survive the termination of this Agreement for any reason.

24. SEVERABILITY. If any of the provisions contained in this Agreement, or any part of them, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of such provision or any other provision contained herein, which shall be given full effect regardless of the invalid provision or part thereof.  If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

25. OTHER TERMS. Upon execution by clicking “I agree,” the Parties agree that any individual, associate, and/or assign shall be bound by the terms of THIS AGREEMENT.  A facsimile, electronic, or e-mailed executed copy of this Agreement, with a written or electronic signature, shall constitute a legal and binding instrument with the same effect as an originally signed copy.

By participating in the Program (as defined and conditioned above), Client agrees to be bound by the terms of this Agreement.  Should You do not agree with the terms of this Agreement, You must immediately disengage from use of the Program.

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