WISE LLC 

SERVICE AGREEMENT

 

This Services Agreement (this “Agreement”) is made at time of client purchase, (the "Effective Date") between WISE, LLC, a Michigan limited liability company with a principal place of business at 231 Little Lake Drive, Suite F, Ann Arbor, Michigan, 48103 (the "Consultant") and you the(“Client”). Consultant and Client are sometimes collectively referred to herein as the "Parties" and individually as a "Party".

              

WHEREAS, Client desires to engage Consultant to provide SPARK PLEASURE & PLAY COACHING EXPERIENCE and Consultant is interested in accepting such engagement on the terms and conditions set forth herein.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

 

ARTICLE I. TERM OF AGREEMENT 

1.1   TERM. This Agreement shall commence on the Effective Date and will continue until the services provided for in this Agreement have been performed or will terminate on March 14, 2024 6pm EST (the “Term”), whichever comes first.

 

ARTICLE II. SCOPE OF SERVICES TO BE PERFORMED

2.1 SERVICES. Consultant shall provide Client with coaching services which that purchased.

2.2 NO GUARANTEES. Client agrees that Consultant has not made any guarantees about the results of participating in the products and/or packages. Client recognizes and agrees that prior participation in similar program results do not guarantee a similar outcome. Thus, the results obtained by Client will be due to applying the principles set out by Consultant and therefore Client agrees that their effort will be consistent and fully active. 

 

ARTICLE III. RETREAT 

3.1 COACHING. The Client shall select and purchase their desired coaching experience and payment on a flat rate basis, as set forth in WISE LLC’s specific checkout page.

FEE. The Client is required to pay a Fee to the Consultant as an advance on future services to be provided (the “Fee Agreement”). Upon the effective date of this Agreement, the Client shall promptly pay the Consultant a flat, nonrefundable fee. Services will not begin until full payment is received.

  • Fee: $2500 for SPARK PLEASURE & PLAY COACHING EXPERIENCE.

    • You coaching experience is designed to start anytime between November 15, 2023 and January 21, 2024. Once you have your first live session, your second and third sessions must be completed within 6 weeks of first session.

    • All 3 sessions must be completed on or before March 14, 2023.

    • Schedule your 1st Session by January 31, 2024

    • 2nd session 1-3 weeks from first session

    • 3rd session must take place within 6 weeks of your first session.

    • Sessions will be completed via Zoom, phone call, or in-person in Ann Arbor, MI.

    • Client is responsible for scheduling all of their coaching sessions via the link after payment or the same link sent via email on invoice.

  • Optional Add-On Voxer Coaching Fee: $2500

    • Voxer Coaching Add on must be purchased for use.

    • Voxer Coaching will start the week of your first scheduled session and expire after 6 weeks of starting.

    • Please add @drchristinaheloudpt on Voxer.

3.2 NON-REFUNDABLE RETAINER. The Client understands and agrees that the Fee provided is non-refundable.

3.3 REFUNDS. Due to the personalized nature of the services offered by Consultant, Client understands and agrees that Consultant cannot process any refunds. In the event of early termination, the Client agrees to make timely and full payments as agreed upon within this. Agreement. Client agrees and consents to give Company authorization to charge Client’s card or account on file for payment and fees owed.

3.4 CHARGEBACKS. CLIENT AGREES THAT CONSULTANT MAY REMOVE CLIENT FROM THE PRODUCTS AND/OR PROGRAM PURCHASED SHOULD CLIENT INITIATES A CHARGEBACK OR DISPUTE THE PURCHASING OF THE PRODUCT AND/OR PROGRAM OFFERED BY CONSULTANT. CONSULTANT RESERVES THE RIGHT TO REPORT ALL DELINQUENCY OR DUE PAYMENTS OF THIRTY (30) DAYS OR MORE TO THE CREDIT BUREAUS. IF CONSULTANT ELECTS TO USE A COLLECTION AGENCY OR ATTORNEY TO COLLECT MONEY OWED FROM CLIENT, CLIENT AGREES TO PAY ALL COSTS OF COLLECTING THE AMOUNT OWED UNDER THIS AGREEMENT, INCLUDING COURT COSTS, THE COSTS OF COLLECTIONS AND REASONABLE ATTORNEY’S FEES AS PERMITTED BY APPLICABLE STATE LAW.

3.5 PROGRAM ACCESS. Client will be provided with information upon receipt of full payment of the Fee. Access will only be granted solely to Client as the participant of the Course, Course Materials, Program and/or Products. Client agrees not to share access without the express written consent of Consultant. Such information may include, but is not limited to, documentation, data, or information developed by the Consultant and other materials, included but not limited to: course content, written content, workbooks, recorded videos, assignments, audio presentation, live and pre-recorded audio and/or video calls, forums, social groups, discussions (hereinafter “Course Materials”). Client will have a non-exclusive, limited, non-transferable and revocable license to use the Course and Course Materials. Except as otherwise provided, Client acknowledges and agrees that Client has not right to modify, edit, copy, sell, distribute, duplicate, lease, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Course or Course Materials or Program or other Products in any manner or medium (whether knowingly or unknowingly) including email or any other digital electronic means. Client agrees not to knowingly or unknowingly remove any copyright notice or author designation from any part of the Course, Course Materials, Program or Products. If Consultant suspects that the Course, Course Materials, Programs or Products are being shared in a way that is not authorized, Consultant reserves the right to terminate access to Client immediately without recourse or access to a refund.

 

ARTICLE IV. TERMINATION

4.1 EXPIRATION OF AGREEMENT. This Agreement will continue in effect until the services provided for in this Agreement have been fully and completely performed or until the term expires.

4.2 TERMINATION CONSEQUENCES. Client shall remain liable to Consultant for all fees and expenses due under this agreement. All other provisions of this agreement that by their terms extend beyond the termination of this agreement shall survive such termination and remain in full force and effect.

4.3 INAPPROPRIATE CONDUCT. Client agrees to behave in a manner that is appropriate of a Client-Consultant relationship and will not engage in any inappropriate conduct toward the Consultant. Examples of inappropriate conduct include, but are not limited to: suggestive communication, solicitation of the Consultant, or anything that could be construed as outside the scope of the Client-Consultant relationship. In the event of inappropriate conduct, the Client will be immediately terminated and will not be refunded.

 

ARTICLE V. INDEPENDENT CONTRACTOR

5.1 INDEPENDENT CONTRACTOR. The services provided by Consultant under agreement are provided as an independent contractor. In fulfilling its obligations hereunder, Consultant shall be acting as an independent contractor at all times and never as an employee of Client. Nothing in this agreement shall be construed as creating the relationship of principal and 4 agent, joint ventures, or employer and employee, between Consultant and Client. Consultant shall control the means and time by which it performs the Services. As such, Consultant will receive an Internal Revenue Service Form 1099 from Client in the event Consultant is entitled to a Consultant Fee. Consultant shall be responsible for paying all federal, state, and local taxes on any such income. Furthermore, Consultant may not bind Client to any agreement or commitment of any kind or nature without Client's prior written consent in each instance.

 

ARTICLE VI. CONFIDENTIALITY

6.1 CONFIDENTIAL INFORMATION. "Confidential Information" means (i) any information regarding Client's ______ needs, (ii) any information concerning the existing or future products of Client; (iii) the terms of this Agreement, (iv) any software, documentation, materials, or information provided to Consultant by Client in order to assist Consultant in performing the services; and (v) any additional designated in writing as "confidential" by Client. Confidential Information will not include, however, any information described above to the extent any of the following may be included therein: (1) information that becomes known to the general public without breach of the non disclosure obligations of this Agreement; (2) information that is obtained from a third party or independently developed without breach of a nondisclosure obligation and without restriction on disclosure; and (3) information that is required to be disclosed in connection with any suit, action or other dispute related to this Agreement.

6.2 CONSULTANT OBLIGATIONS. Consultant agrees to hold in confidence, and not to use except as expressly authorized in this Agreement, all Confidential Information and to use reasonable care to prevent the unauthorized disclosure or use of the other party's Confidential Information, both during and after the term of this Agreement.

 

ARTICLE VII. INDEMNIFICATION

7.1 MUTUAL INDEMNIFICATION. Each party agrees to indemnify and hold the other harmless with respect to any and all losses, damages, or expenses (including reasonable attorney's fees) which either party shall sustain as a result of the other's negligent acts, errors or omissions in carrying out the responsibilities in this Agreement. The indemnified Party shall provide the indemnifying Party with prompt written notice of any such indemnification claim. The indemnifying Party shall have sole control and authority with respect to the defense and settlement of any such claim. The indemnified Party shall cooperate fully with the indemnifying Party, at the indemnifying Party's sole cost and expenses, in the defense of any such claim. The indemnifying Party shall not agree to settle any such claim that does not include a complete release of the indemnified Party from all liability with respect thereto or that imposes any liability, obligation, or restriction on the indemnified Party without the prior written consent of the indemnified Party. The indemnified Party may participate in the defense of any claim through its own counsel, and at its own expense. 

 

ARTICLE VIII. GENERAL TERMS

8.1 GOVERNING LAW. This Agreement will be governed by and interpreted under the laws of the State of Michigan, without giving effect to applicable conflicts of law principles.

8.2 ATTORNEYS' FEES. If either party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses from the other party.

8.3 MEDIATION. Any dispute, controversy or claim arising out of or related in any to this Agreement or any services performed hereunder which cannot be amicably resolved by the parties shall be solely and finally settled by Mediation. The Mediation shall take place before an agreed upon Mediator in the State of Michigan and can be done virtually if the other party resides or principal place of business is outside the State of Michigan. The final decision of the mediation shall be in writing. Each party shall bear equally the costs relating to the mediation proceedings irrespective of its outcome. This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to this Agreement.

8.4 NOTICES. Any notices required to be given under this Agreement either party to the other shall be in writing and shall be transmitted either by (i) registered mail, (ii) certified mail, return receipt requested, or (iii) overnight mail, addressed to the party to be notified at the following address or to such other address (or person) as such party shall specify by like notice hereunder:

CLIENT

CONSULTANT: WISE, LLC 231 Little Lake Drive, Suite F Ann Arbor, Michigan, 48103 Attention: Christina R. Helou

8.5 ENTIRE AGREEMENT. This Agreement, along with any exhibits and attachments incorporated herein by reference, sets forth the entire agreement between the Parties with respect to its subject matter and supersedes any prior agreements or communications between the Parties, whether written, oral, electronic, or otherwise, relating hereto. No representation, inducement, or promise has been made or relied upon by either Party in entering into this arrangement other than as specifically set forth herein.

8.6 MODIFICATIONS. This Agreement may be modified only by a written amendment signed by an authorized representative of each Party. To the extent that the terms hereof contradict any of the terms of any attachment hereto, the terms hereof shall govern, unless specifically set forth to the contrary in any such attachment.

8.7 SURVIVAL. The provisions of the Presentation, Confidentiality, and General Terms sections shall survive the expiration or termination of this Agreement.

8.8 FORCE MAJEURE. If the performance by either party of any nonmonetary obligation under this Agreement is delayed or prevented in whole or in part by any cause not reasonably within its control (including without limitation acts of God, war, civil disturbances, accidents, damage to its facilities, labor disputes, acts of any governmental body, or failure or delay of third parties), it shall be excused, discharged and released of performance to the extent such performance is so limited or prevented without liability of any kind; provided however, the affected party shall continue to perform all obligations not affected by the delay. Further, the affected party shall exercise reasonable efforts to remove or relieve any delay and to minimize the effects of the delay. Nothing herein contained shall be construed as requiring either party to accede to any demands of labor or labor unions, suppliers or other entities which it considers unreasonable.

8.9 WAIVER. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving party. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision thereafter.

8.10 ASSIGNMENT. Consultant may not assign or otherwise transfer this Agreement, without Client’s prior written consent, which consent shall be at Client’s sole discretion. Any assignment in violation of this clause shall be null and void.

8.11 SEVERABILITY. In the event that any part or portion of this Agreement is deemed to be invalid and therefore unenforceable, the remaining provisions shall continue in full force and effect.

Updated: 11/14/2023