Company and Client voluntarily and willingly agree to the terms and conditions as follows:

 

IN CONSIDERATION OF the matters described below and of the mutual benefits and obligations as set forth in this Agreement, for good and valuable consideration of the services as detailed below (“Services”) for $197. Company agrees to provide services as outlines in this Agreement and all Addendums and Client agrees to provide payment as set forth in this Agreement and all Addendums.

 

SERVICES DETAILS

Service details are as follows:

1. Company will provide the following services to client including:

   1. (1) 60 minute business strategy session

   2. Company and Client agree that all Services shall be provided one time.

2. Email Support: Client may send Company, or any member of Company’s team and/or staff, emails throughout the duration of this Services as outlined in Paragraph 1 above. Emails shall be limited to any issues, questions, concerns, comments or any other reasonable support and shall be sent to info@sprucehillconsulting.com. Client understands and agrees that Company, or Company’s team/staff, shall respond to all emails in a reasonable amount of time.

3. Zoom Calls: Client understands and agrees that he/she is entitled to one Zoom call to last approximately 60 minutes available during the duration of the Services as outlined in Paragraph 1 above. Client shall schedule calls with Company via Dubsado scheduler.

4. Should Company or Client need to reschedule a call, 24-hour’s notice is required.  Client can reschedule via the rescheduling link provided in the conformation email​.  If client cancels with less than 24 hours notice, Strategy Session will be forfeited.  Refunds will not be provided. 

 

PAYMENT(S)

Client agrees and acknowledges that the total cost of the Services is $197. Client agrees to remit payment to Company via Stripe (“Payment Provider”). Client acknowledges and agrees to the Terms and Conditions of the Payment Provider. Client agrees that, absent a payment plan, the full amount of the Services is due in full before Company shall release perform any of the Services.

 

Company agrees to offer a payment plan option for the Services. Both Company and Client acknowledges that all details of the payment are as follows:

1. Payment Remittance

Client acknowledges and agrees to pay the full cost of the Services (in full totaling $150)

 

REFUND POLICY

Client agrees and acknowledges that Company does not allow for refunds once that Client has purchased the Services. Should Company experience an unforeseen event which would cause her or her team to be unable to complete the Services, Client shall be entitled to a partial refund on a case-by-case basis, or an exchange in services which are equivalent to the cost of the Services which was unused, the choice of which shall be at the option of the Company.

 

Client further agrees and acknowledges that changing his/her mind about the Services, not experiencing the results he/she expected or desired, failing to follow the details of the Services shall not entitle the Client to a refund.

 

CONFIDENTIALITY AND NON-DISCLOSURE

The term “Confidential Information” as used in this Agreement shall mean any and all trade secrets and any and all data or information not generally known outside Company whether prepared or developed by or for Client. Without limiting the scope of this definition, Confidential Information shall include, but is not limited to, financial information, Companying strategies, exercises, workbooks, trainings, videos, eBooks or other methodologies Client learns as a result of working with Company, plans or outlines for future Services or packages, information contained in documents or any other original work created by Company, and any and all other intellectual property. All Confidential Information and copies thereof are the sole property of Company. Notwithstanding the foregoing, the term Confidential Information shall not apply to information that Company has voluntarily disclosed to the public without restriction, or which has otherwise lawfully entered the public domain.

 

Client further agrees that any and all Confidential Information learned as of the start date of this Services shall survive the termination, revocation, or expiration of this Company-Client relationship and Agreement.

 

INTELLECTUAL PROPERTY RIGHTS

Our Emailed support, Voxer support or any other Trademarked or Copywritten content which belongs to Company and is not created for Client (“Company Intellectual Property”) as detailed in the Services section above, are the property of Company and/or our affiliates or licensors, and are protected by US Patent and Trademark laws, copyright laws and other intellectual property laws.

 

• You shall not engage in improper and/or unauthorized use of our Company Intellectual Property, which includes but is not limited to modifying, copying, reproducing, republishing, uploading, posting, transmitting, translating, selling, creating derivative works, exploiting, or distributing in any manner or medium (including by email or any other electronic means) any materials or any other information accessed or purchased through our Services, or any other communications provided by us for your own personal use, business/commercial use or in any way that earns you money.

• You shall not participate in the following with regard to the Company Intellectual Property:

  • Copying, sharing, adapting, stealing, duplicating, sharing, trading, reprinting, republishing, selling, distributing, modifying, reproducing, uploading, posting, transmitting, translating, or creating derivative works.

  • Representing yourself out to be the creator of the Company Intellectual Property in whole or in part.

  • Engage in any activity using the Company Intellectual Property for your personal use, in a business/commercial use or in any way that earns you money.

 

You understand and agree that engaging in the prohibited use or the improper and/or unauthorized use of the Company Intellectual Property as set forth in this Client Agreement is considered theft and stealing and we retain the right to prosecute theft to the full extent of the law. You further agree and understand that prohibited use, improper and/or unauthorized use may give rise to a civil claim for damages and/or be a criminal offense.

 

For those trademarks, taglines, and logos for which you are granted permission to use, the trademark indicia must be included at all times. Any marketing or promotional tools and/or Services, Product or Service titles or any other title or information of ours bearing the trademark symbols (™) or ® may not be used by you for any reason without our express written permission.

 

All rights not expressly granted in these terms or any express written license, are reserved by us.

 

PROPRIETARY RIGHTS

All products or content resulting from the services performed under this Agreement (“Work Product”), including, but not limited to, all social media posts, videos, graphics and other content, marketing materials, website graphics, research, reports, documents, drawings, illustrations, photography, recordings (audio or visual), creations, work-in-progress and deliverables shall be the sole property of the Client, and Company hereby assigns to Client all rights, titles, and interest therein, including, but not limited to all trademarks, copyrights, audio-visual, literary, moral rights and other copyrights, patent rights, trade secret rights and other proprietary and intellectual property rights, royalties, proceeds or other benefits derived from and contained therein.

 

Company shall retain no title, right or interest in the Work Product and agrees that such Work Product shall be the sole ownership of the Client. Company agrees not to challenge the validity of the Client’s ownership in such Work Product. Company shall assign all current and future rights, title and interest in the Work Product to Client in perpetuity. Client shall not be required to use Company’s name in use in advertising and other materials when using the Work Product.

 

ASSUMPTION OF RISK & DISCLAIMER

Client agrees that using Company’s Services are done at your own risk and acknowledge that these Services are for informational and educational purposes only. You assume all risks. Company makes no guarantees related to income, success, increased revenue, projected sales, increase or decrease in social media followers over any platform, increase in social media reach, increase in clients and/or customers, improvements or decline in physical and/or mental health, interpersonal relationship, emotional wellbeing and career in any way related to the use of these Services. Our Services are merely to provide you with education and tools to help you make your own decisions for yourself. You are solely responsible for your actions, decisions and results based on the use, misuse or non-use of our Services.

 

We take every precaution to protect our Services, however, we cannot completely ensure or warrant the security of our Services. Company makes no assurances about the ability to prevent any loss or damage to you, or any other person, Company or entity arising out of the use of our Services and you agree and acknowledge to assume the risk in using our Services. You assume and accept the risk of not achieving any results (or less than desirable results) from the use of Company’s Services.

 

Company expressly excludes any and all liability for direct, indirect or consequential loss or damage incurred by you or others by using or in connection to our Services, to the fullest extent of the law, including but not limited to any liability for any accidents, delays, injuries, harm, loss, damage, death, lost profits, personal or business interruptions, misapplication of information, physical or mental disease, condition or issue, physical, mental, emotional, or spiritual injury or harm, loss of income or revenue, loss of business, loss of profits or contracts, anticipated savings, loss of data, loss of goodwill, wasted time and for any other loss or damage of any kind, however and whether caused by negligence, breach of contract, or otherwise, even if foreseeable.

 

You specifically acknowledge and agree that Company is not liable for any defamatory, offensive or illegal conduct of any other Services participant or user, including you.

 

LEGAL AND FINANCIAL DISCLAIMER

Company’s Services are not to be perceived or relied upon in any way as business, financial or legal advice. The information provided through our Services is not intended to be a substitute for professional advice that can be provided by your own accountant, CPA, lawyer, or financial advisor. We are not giving financial or legal advice in any way. You are hereby advised to consult with your own accountant, lawyer or financial advisor for any and all questions and concerns you have regarding your own income and taxes pertaining to your specific financial and/or legal situation. You agree that we are not responsible for your earnings, the success or failure of your business decisions, the increase or decrease of your finances or income level, or any other result of any kind that you may have as a result of information presented to you through our Services. You are solely responsible for your results.

 

EARNINGS DISCLAIMER

You accept and understand that each individual receives results which differ from client to client and that Company expressly disclaims all responsibility in any way for the choices, actions, results, use, misuse or non-use of the information provided or obtained through any of our Services. You agree that your results are strictly your own and we are not liable or responsible in any way for your results. Company does not make any representations as to health physical, mental, emotional, spiritual or health benefits, future income, expenses, sales volume or potential profitability or loss of any kind that may be derived as a result of your participation in any of our Services. Company does not make any guarantees in terms of particular results, positive, negative, financial or otherwise, through of the use of our Services.

 

WARRANTIES DISCLAIMER

Company makes no warranties as to our Services. You expressly agree and acknowledge that our Services are provided “as is” and without warranties of any kind expressed or implied. Pursuant to all applicable law, Company disclaims all warranties, express or implied, to the fullest extent of the law, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement, we do not warrant that our Services will be correct, uninterrupted, function, appropriate or error-free, that defects will be corrected, or that any part of the website, content, link, materials or otherwise will be free of viruses or other harmful components. We do not warrant or make any representations regarding the use or the results of the use of our Services or on third-party websites in terms of their correctness, accuracy, timeliness, reliability or otherwise.

 

CONFIDENTIALITY & NON-DISCLOSURE PROVISION

Company acknowledges that, during the course of the services, it may be necessary for Client to disclose certain confidential and proprietary information to Company in order for Company to perform the Services under this Agreement. This information constitutes Client’s trade secrets and consists of the following non-exhaustive list: Client’s e-mailing list, Client’s client contact information, Client’s client payment information, and Client’s login information and passwords for pertinent websites, social media accounts and databases, trade secrets, the written, printed, graphic or electronically recorded materials, business or marketing plans or strategies, customer lists, design formulas, processes, pricing information, details concerning services, inventions, processes and/or licenses held by the Client, specific methodologies of teaching which are specific to Client (the “Confidential Information”). 

 

Company agrees to hold the Confidential Information, and the fact that the information is being provided and/or disclosed, in trust and confidence. Company shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information. Company agrees that the Confidential Information shall be used only for the benefit of the Client and with the Client’s consent.

 

Company agrees that any and all Confidential Information learned as of the Effective Date shall survive the termination, revocation, or expiration of this Agreement. The obligation of Company hereunder to hold the information confidential does not apply to information that is subsequently acquired by Company from a third party who has a bona fide right to make such information available without restriction.  Company acknowledges that disclosure to a third party or misuse of any of such proprietary or confidential information would irreparably harm Client. Upon termination of Company’s services to Client, or at Client's request, Company shall deliver to Client all materials in Company’s possession relating to Client's business.

 

INDEPENDENT CONTRACTOR STATUS

For purposes of this Agreement, both Company and Client agree that Company is an independent contractor and will remain in such status unless a change is agreed upon in writing by both Parties. Company retains the right to hire assistants, subcontractors, or other personnel in order to provide the services as required under this Agreement.

 

Company has the right to perform services for others during the term(s) of this Agreement and shall remain available to conduct similar services for entities other than Client and holds himself/herself out to be a separate business entity and is solely responsible for the ownership and management of his/her own business entity.

 

TERMINATION

With reasonable cause, Company may terminate this Agreement upon thirty (30) days prior written notice. Reasonable cause includes, but is not limited to, a material violation of this Agreement, any act exposing the other party to liability to other for personal injury or property damage or any other reason as the Company shall see fit.

 

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.

 

INDEMNIFICATION

You agree at all times to defend, indemnify and hold harmless our Company, as well as any of our affiliates, agents, contractors, officers, directors, shareholders, employees, joint venture partners, successors, transferees, assignees, and licensees, as applicable, from and against any and all claims, causes of action, damages, liabilities, costs and expenses, including legal fees and expenses, arising out of or related to our Services, or your breach of any obligation, warranty, representation or covenant set forth in this Client Agreement or in any other agreement with us.

 

LIMITATION OF LIABILITY

We will not be held responsible or liable in any way for the information, products or materials that you request or receive through or on our Services. We do not assume liability for accidents, delays, injuries, harm, loss, damage, death, lost profits, personal or business interruptions, misapplication of information, physical or mental disease, condition or issue, or otherwise, due to any act or default of anyone or any business, whether owners, staff, agents, joint venture partners, contractors, vendors, affiliates or otherwise, affiliated with us.  We do not assume liability for any owners, staff, agents, joint venture partners, contractors, vendors, affiliates or otherwise who is engaged in rendering our Services, or in any way or in any location. In the event that you use our Services or any other information provided by us or affiliated with us, we assume no responsibility.

 

RELEASE OF CLAIMS

In no event will we be liable to any party for any type of direct, indirect, special, incidental, equitable or consequential damages for any use of or reliance on our Services, or on those affiliated with us in any way, and you hereby release us from any and all claims; including, without limitation, those related to lost profits, personal or business interruptions, personal injuries, accidents, misapplication of information, or any other loss, physical or mental disease, condition or issue, or otherwise, even if we are expressly advised of the possibility of such damages or difficulties.

 

This Agreement requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials, and limit the remedies available to you in the event of a dispute. You fully understand and agree that by enrolling in, purchasing and/or using any of our Services that you are waiving certain legal rights and you are voluntarily agreeing to do so.

 

DISPUTE RESOLUTION

It is the intent of Company that should any differences arise, we could work them out amicably through written correspondence. However, should we be unable to seek resolution within a reasonable time, you agree now that that the only method of legal dispute resolution that will be used is binding arbitration before a single arbitrator, selected jointly, in accordance with the American Arbitration Association Rules. Prior to seeking arbitration, you must send an e-mail to us at info@sprucehillconsulting.com and include all of your reasons for dissatisfaction with your Services. You understand and agree now that the only remedy that can be awarded to you through arbitration is full refund of your Payment made to date. No other actions or financial awards of consequential damages, or any other type of damages, may be granted to you. We both agree now that the decision of the arbitrator is final and binding and may be entered as a judgment into any court having the appropriate jurisdiction.

 

By purchasing our Services you are agreeing to a modification of the statute of limitations such that any arbitration must begin within (1) year of the date of your correspondence referenced above or you waive the right to seek dispute resolution by arbitration or take any other legal action.

 

You also agree that should arbitration take place, it will be held in Barnstable County, MA, and the prevailing party shall be entitled to all reasonable attorneys’ fees and all costs necessary to enforce the decision of the arbitrator.

 

In the event of a dispute between us, you agree to not engage in any conduct or communications, public or private, including on social media, designed to disparage us, our Company, or any of our Services. Where requested by law or arbitration, of course, you are not prohibited from sharing your thoughts and opinions as a part of the legal process.

 

If any terms of these are construed to be invalid or unenforceable for any reason, it shall not affect the validity or enforceability of any other term which shall be given full force and effect.

 

GOVERNING LAW

This Client Agreement shall be governed by the laws of the Commonwealth of Massachusetts, regardless of the conflict of laws principles thereof.

 

This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.