SERVICE TERMS AND CONDITIONS
This SERVICES AGREEMENT (“Agreement”) is entered into between Corward, LLC, a California Limited Liability Company, having its place of business at 245 N Main St, Sebastopol, CA 95472, (“Corward”) and you, the client (“Client”). Corward is a provider of coaching and astrology services (“Services”).
1. Corward-Client Relationship.
1.1. In all coaching services, Corward agrees to abide by the code of ethics and standards of behavior established by the International Coach Federation “(ICF)” (Coachfederation.org/ethics). It is recommended that the Client review the ICF Code of Ethics and the applicable standards of behavior.
1.2. Client, or Client employee (if applicable), is solely responsible for creating and implementing his/her own physical, mental and emotional well-being, decisions, choices, actions and results arising out of or resulting from the Services. As such, the Client agrees that Corward is not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of any Services provided by Corward. Client understands the Services are not therapy and do not substitute for therapy if needed, and does not prevent, cure, or treat any mental disorder or medical disease.
1.3. Client acknowledges that the Services are a comprehensive process that may involve different areas of his or her life, including work, finances, health, relationships, education and recreation. The Client agrees that deciding how to handle these issues, incorporate coaching and astrology principles into those areas and implementing choices is exclusively the Client’s responsibility.
1.4 Client acknowledges that Services do not involve the diagnosis or treatment of mental disorders as defined by the American Psychiatric Association and that they are not to be used as a substitute for counseling, psychotherapy, psychoanalysis, mental health care, substance abuse treatment, or other professional advice by legal, medical or other qualified professionals and that it is the Client’s exclusive responsibility to seek such independent professional guidance as needed. If Client is currently under the care of a mental health professional, it is recommended that the Client promptly inform the mental health care provider of the nature and extent of the coaching and/or astrology relationship agreed upon by the Client and Corward.
1.5 The Client understands that in order to receive full benefit from the Services, the Client agrees to communicate honestly, be open to feedback and assistance and to create the time and energy to participate fully in the Services.
2.1 This relationship, as well as all information (documented or verbal) that the Client shares with Corward during Service Sessions or as a part of the Service engagement (“Confidential Information”) are bound by the principles of confidentiality set forth in the ICF Code of Ethics. However, the Coach-Client relationship is not considered a legally confidential relationship (like the medical and legal professions) and thus communications are not subject to the protection of any legally recognized privilege. The Coach agrees not to disclose any information pertaining to the Client without the Client’s written consent unless the Coach has reason to believe there is a need for disclosure (e.g., illegal activity, pursuant to valid court order or subpoena; imminent or likely risk of danger to self or to others; etc.). Further, Corward will not disclose the Client’s name as a reference without the Client’s written consent.
2.2 Confidential Information does not include information that: (a) was in Corward’s possession prior to its being furnished by the Client; (b) is generally known to the public or in the Client’s industry; (c) is obtained by Corward from a third party, without breach of any obligation to the Client; (d) is independently developed by Corward without use of or reference to the Client’s Confidential Information; (e) Corward is required by statute, lawfully issued subpoena, or by court order to disclose; (f) is disclosed to Corward and as a result of such disclosure Corward reasonably believes there to be an imminent or likely risk of danger or harm to the Client or others; or (g) involves illegal activity. The Client also acknowledges his or her continuing obligation to raise any confidentiality questions or concerns with Corward in a timely manner.
2.3 Promptly upon termination of this Agreement, for any reason or no reason, or at any time at the request of Client, Corward shall deliver to Client all materials containing Client’s Confidential Information within its possession or control (including notes, presentations, reports, charts, spreadsheets, astrology charts, and other documents which contain or reflect Confidential Information), or, upon Client’s election, destroy such materials and provide written certification that all such materials containing or based upon Client’s Confidential Information was returned or destroyed.
Client hereby indemnifies, defends, and agrees to hold Corward harmless from and against any claims, loss, liability, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and expenses) suffered or incurred by Client and arising out of Client’s use of the Services, including claims brought against Client from employees or independent contractors of Client engaging in the Services.
4. Limitation of Liability.
Each party agrees that the other party shall not be liable for any loss of use, interruption of business, lost profits or any indirect, special, incidental or consequential damages of any kind regardless of the form of action whether in contract, tort (including negligence) or otherwise, even if the other party has been advised of the possibility of such damages. Except for unpaid service fees, neither party’s maximum aggregate liability shall exceed the total amount of payments received by Corward from Client during the twelve (12) month period prior to the first date on which the liability arose.
5. General Provisions.
5.1 Governing Law and Forum. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, USA without giving effect to conflict of laws principles thereof. The parties hereby consent to the sole and exclusive jurisdiction of the competent state and federal courts sitting in Santa Clara County, California, USA.
5.2 Modification, Amendments and Survival. No modification or amendment of any provision of this Agreement shall be effective unless in writing and signed by both parties. The provisions of this Attachment A, and any other provision of the Agreement that by its nature should survive, shall survive upon expiration, completion or termination of this Agreement.
5.3 Independent Service Provider and Force Majeure. Corward is an independent service provider and not an employee or agent of Client. Corward shall be responsible for paying (a) the salaries and employment benefits of Corward’s employees and representatives, and (b) all taxes incurred in connection with performance of the Services. Neither party will be responsible for any failure or delay in the performance of its obligations under this Agreement due to circumstances beyond its reasonable control, including, without limitation, acts of God, war, terrorism, riot, embargoes, fire, floods, or acts of governmental authorities. The performance of this Agreement shall then be suspended for as long as any such event shall prevent the affected party from performing its obligations under this Agreement.
5.4 Severability and Waiver. If any term of this Agreement or the application thereof is found invalid, illegal or unenforceable, the remainder of this Agreement will remain in full force and effect, and the parties will negotiate in good faith to substitute a provision of like economic intent and effect. Either party’s delay or failure to exercise any right or remedy upon any breach or default of the other party shall not impair that right or remedy, or be construed to be a waiver of any breach or default. Any waiver by either party of any breach or default by the other party must be in writing and signed by both parties.
5.5 Entire Agreement, Headings, and Execution. This Agreement sets forth the entire understanding of the parties with respect to its subject matter and supersedes any and all prior agreements, arrangements and understandings relating to the subject matter hereof. In the event of any conflict between the terms and conditions of this Agreement and any proposal presented by Corward, the terms and conditions of this Agreement shall control. Headings are for convenience only and are not to be used to interpret this Agreement. This Agreement may be executed in separate counterparts, and all such counterparts will constitute one and the same instrument.