THIS SERVICES AGREEMENT (“Agreement”) is made and entered into as of the last date entered below, between JONNIE MARIE AGRESTA LLC/Jonnie Marie Agresta (“Coach”) and *Client name per purchase records unless otherwise noted* (“Client”)
IT IS HEREBY STIPULATED AND AGREED, by and between the parties:
1. In consideration for the below payment, Coach agrees to provide the services
delineated in Exhibit “A”, attached hereto (“Services”), which are incorporated by reference herein and are part of this Agreement:
Program agreement & details.
Feminine & Flow ($444 paid in full or 3 monthly payments of $222)
Included with Program:
-12 weeks of course modules
-Group support via Voxer to connect with other members, ask them questions and get support. (Jonnie will be periodically checking in on y'all so that she can update the course according to your needs)
-3 Q&A sessions
2. (a) [Only “1” of this Agreement] Any and all payments provided in Paragraph “1” of this Agreement shall be remitted to Coach through PayPal, check, or other mutually agreed payment method, prior to the commencement of any Services pursuant to this Agreement. Client understands and acknowledges that all payments are final, and they shall not be entitled to any refunds, exchanges, and/or transfers of any kind or nature, regardless if Client wishes to cease participating in the selected Program. (b) [Only Applicable if Installment Plan option was selected in Paragraph “1” of this Agreement] Client agrees to pay Coach the first installment payment provided in Paragraph “1” of this Agreement prior to the commencement of any Services hereunder. Thereafter, all subsequent installment payments shall be due and payable to Coach on or before thirty (30) days following the prior installment payment, until all installment payments are made. Client shall remit each installment payment to Coach through PayPal, check, or other mutually agreed payment method. Client understands and acknowledges that all payments are final, and they shall not be entitled to any refunds, exchanges, and/or transfers of any kind or nature, regardless if Client wishes to cease participating in the selected Program. Additionally, Client agrees that upon full execution of this Agreement, they shall be obligated to pay all installment payments owed to Coach pursuant to Paragraph “1” of this Agreement, regardless of whether the Services are performed (unless the failure to provide such Services is solely due to the inability of Coach to provide same). If Client fails to remit the requisite installment payment within the time provided herein, Coach shall be under no obligation to continue providing any Services pursuant to this Agreement, and Client shall forfeit any portion of Services owed due to delay in payment.
3. Client acknowledges, understands, and agrees that Coach does not provide any guarantees of any kind or nature of any results from participating in the selected Program or receiving the Services provided hereunder, and Client shall not be entitled to any refunds, exchanges, or transfers for not achieving desired results. Client further acknowledges, understands, and agrees that any prior results evidenced in any of Coach’s promotional materials, statements, or advertising are not guaranteed, and were solely provided as prior examples. Such promotional materials, statements, or advertising shall not be made a part of this Agreement in any capacity.
4. (a) Client acknowledges, understands, and agrees that any and all materials, information, and Services provided by Coach to Client pursuant to this Agreement, whether disclosed orally, in writing or visually, constitutes confidential and proprietary information of Coach, including, but not limited to, training materials, advice from Coach, communications between Coach and Client, technical aspects of selected Program, marketing, financial information, employee information, business planning, the existence and terms of this Agreement, and/or any other information disclosed to Client by Coach in the performance of Services provided hereunder (“Confidential Information”).
(b) Client agrees they will not use or disclose any Confidential Information to any third-party for any purpose not expressly permitted by this Agreement, unless required by applicable law. Client agrees to protect all Confidential Information with reasonable care, and shall promptly advise Coach upon becoming aware of any loss, disclosure, or duplication of the Confidential Information or of any breach of this Agreement, including, without limitation, the misappropriation of the Confidential Information. Both parties acknowledge and agree that Coach may be irreparably harmed by any violation of this Paragraph “4”, and that the use of the Confidential Information for any purpose other than that stated herein may, among other things, enable the receiving party or other third parties receiving such Confidential Information to compete unfairly with Coach. Therefore, in the event of a breach or threatened breach, Coach shall be entitled, in addition to all other rights and remedies available at law or in equity, to seek: (i) an injunction restraining such breach, without being required to show any actual damage or to post security or other bond; or (ii) a decree for specific performance of the applicable provision of this Agreement. Notwithstanding the termination or expiration of this Agreement, the
obligations of the Client, with respect to the Confidential Information of Coach, shall be in full force and effect as follows: (A) in the case of any information or materials that constitute a trade secret within the meaning of applicable law, for as long as such information and materials remain as a trade secret, or (B) in the case of any other information or materials, during the term of this Agreement and for five (5) years following the termination or expiration of this Agreement.
5. Coach’s Confidential Information and any and all Services provided hereunder, including, but not limited to, updates, upgrades, enhancements, new versions, releases, corrections, and other modifications thereto and derivative works thereof, are the exclusive property of Coach. Nothing contained in this Agreement shall be deemed to grant Client any rights and/or licenses to such Confidential Information and Services, and Coach expressly reserves all rights in and to same. Client further acknowledges, understands, and agrees that Coach owns all rights, title, and interest in and to the Confidential Information and Services it develops, and may use any and all aggregate information of Client (e.g., information not including any personally identifiable information) to provide and improve Coach’s products and services, and for sales, marketing, promotional materials, and/or any other business purposes.
6. (a) Coach makes no representations or warranties, whether, express, implied, or statutory, including without limitation regarding the Services provided hereunder, the selected Program, or otherwise with respect to the subject matter of this Agreement and expressly disclaims the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement of third party rights as well as any warranty arising from course of dealing or usage of trade. No advice or information, whether oral or written, obtained by Client from
Coach, or through or from the Services provided shall create any warranty not expressly stated in this Agreement.
(b) Coach shall not be responsible for ensuring and does not represent or warrant that: (i) the Services will meet Client’s business requirements, personal requirements, or other expectations or requirements; (ii) the Services will be error-free, timely, secure or uninterrupted or that the results obtained from its use will be accurate or reliable; or (iii) all deficiencies in the Services can be found or corrected. Coach will not be responsible for: (A) loss or corruption of data; or (B) the inability of Client to access or interact with any other service provider through the internet, other networks or users that comprise the internet or the informational or computing resources available through the internet.
(c) Coach will use commercially reasonable efforts to prevent unauthorized access to personally identifiable information provided to Coach by Client pursuant to this Agreement. Coach makes no warranty that such personally identifiable information will be secure against such unauthorized access or other security breaches caused by the actions or omissions of Client.
(d) Coach expressly disclaims any representations or warranties that Client’s use of the Services will satisfy any statutory or regulatory obligations, or will assist with, guarantee or otherwise ensure compliance with any applicable laws or regulations, including, but not limited to, the Payment Card Data Security Standard, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley act of 1999, the European Union Data Protection Directive of 1995, the Sarbanes-Oxley Act of 2002, or other Federal or State statutes or regulations. Client is solely responsible for ensuring that Client’s use of and access to the Services is in accordance with applicable law.
(e) Notwithstanding anything to the contrary contained herein, as between Coach and Client, any and all Services provided hereunder are all provided “as is” and “with all faults” and Coach specifically disclaims any and all liability and warranties, express, implied or statutory, associated with the foregoing, including without limitation the implied warranties of title, merchantability, noninfringement and fitness for a particular purpose as well as any warranty arising from course of dealing or usage of trade.
(f) To the maximum extent permitted by applicable law, Coach’s liability under any implied or statutory warranty, condition, term, representation, undertaking or guaranty which cannot be legally excluded is limited in respect of the services to supplying the Coach’s Services again or paying the cost of supplying the Coach’s Services again.
7. In consideration for Coach providing Client with the Services provided hereunder, Client hereby releases and discharges Coach, her employees, agents and/or representatives, successors, and assigns individually, collectively, and in their official capacities from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, costs, disbursements, attorneys fees, expenses, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, in law, admiralty or equity, which against Coach, Client, their heirs, executors, administrators, successors and assigns ever had, now have or hereafter can, shall or may have for, upon, or by reason of, as matter, cause, or thing whatsoever.
8. Client hereby acknowledges, understands, and agrees that they are aware of the risks inherent to the Services provided hereunder, and expressly agrees that this Agreement shall waive any and all claims of every kind and nature, they may now have, or in the future have, against
Coach. Client further agrees that Coach shall not be providing any medical advice pursuant to this Agreement, and Client shall not substitute any medical advice with Coach’s suggestions or recommendations. Client hereby agrees to inform Coach of any and all medical conditions and medications they may be taking (if applicable) prior to the commencement of any Services provided hereunder.
9. To the maximum extent permitted by applicable law, in no event shall Coach’s aggregate liability to Client and any third-party arising out of or related to this Agreement, whether arising under statute, contract, tort or under any other theory of liability, exceed the amounts actually paid by Client to Coach under the applicable Services or Program under which the claim arose during the six (6) months prior to the date on which such claim or cause of action arose. The foregoing limitations are cumulative and not per incident and shall apply even if the non-breaching party’s remedies under this Agreement fail of their essential purpose.
10. To the maximum extent permitted by applicable law, in no event shall either party have any liability to the other party or to any third-party for any loss of actual or anticipated profits, loss of business, loss of, damage to, or corruption of, data, loss of use, cost of procurement of substitute goods or services, or for any indirect, special, exemplary, incidental, punitive, or consequential damages however caused, whether arising under statute, contract, tort (including negligence) or under any other theory of liability, whether or not the party has been advised of the possibility of such damage or whether such damage was foreseeable or in the contemplation of the parties.
11. Neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
12. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with, and governed by, the laws and regulations of the State of Texas and applicable Federal laws and regulations, and the venue for any dispute, proceeding and/or litigation having same as its subject shall be in the courts of Travis County, Texas, without reference to choice of law principles.
13. This Agreement constitutes the entire agreement between the parties. No promises, inducements, or other agreements, beyond those contained in this Agreement, have been made to Client by Coach or any representative of Coach. This Agreement may not be assigned, altered, amended, modified, or otherwise changed except by a written instrument signed by each of the parties to this Agreement.
14. In the event that any provision of this Agreement is held by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining provisions shall not be affected; and the illegal or invalid provisions shall be reformed to the extent possible to be consistent with the other terms of this Agreement.
15. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument. A manually or electronically signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of the Agreement.
16. The persons signing this Agreement hereby confirm that they are fully and appropriately authorized to sign and enter into this Agreement, and to bind their principals and/or the parties they represent to its provisions, terms and conditions.
17. By executing this Agreement, Client acknowledges the terms, conditions, and provisions contained herein, and accepts same knowingly and voluntarily, and agrees that they have not been misled in any way by Coach in entering into said Agreement.
IN WITNESS WHEREOF, the parties have set their hands and seals to this document on the dates below written:
Dated: At time of purchase via paypal & website host record
[Client name as per purchase records unless otherwise noted from client]
Dated:8/21/2023 By: JONNIE AGRESTA Coach