SYSTEM2 SERVICES AGREEMENT
Terms and Conditions
1. Services. Company hereby engages System2, and System2 hereby accepts such engagement, to conduct the services identified above, at the location, date(s), and time(s) specified above, for the Participants. The services to be provided by System2 hereunder are referred to herein as the “System2 Services.” This Agreement shall remain in effect until terminated by either party and Company has paid System2 in accordance with Sections 3 and 7 below.
2. Status as Independent Contractor. Company and System2 are independent contractors and not agents, employees, joint ventures, or partners of each other. Neither Company nor System2 will be liable for any debts, acts, obligations, or liabilities of Company or its agents, servants, or employees. Neither party’s employees or agents will have any right to enter into any agreement on behalf of or to otherwise bind the other.
3. Services Fee. In consideration of the System2 Services and the other obligations of System2 hereunder, Company agrees to pay System2 the fee designated at the beginning of this Agreement, in accordance with the terms specified at the beginning of this Agreement (the “Services Fee”).
(a) System2, as a material part of the consideration to Company for this Agreement, hereby agrees to indemnify, defend and hold harmless Company and its officers, directors, shareholders, members, employees, and agents from and against any and all claims, liabilities, losses, damages, actions, fines, penalties, costs and expenses of any kind or nature (including without limitation, reasonable attorneys’ fees and disbursements), arising out of or related to any acts or omissions of System2 or any breach by System2 of the terms of this Agreement, except to the extent caused by the acts or omissions of Company or conditions at the facility as described in Section 4(b) below.
(b) Company, as a material part of the consideration to System2 for this Agreement, hereby agrees to indemnify, defend and hold harmless System2 and its officers, directors, shareholders, members, employees, and agents from and against any and all claims, liabilities, losses, damages, actions, fines, penalties, costs and expenses of any kind or nature (including without limitation, reasonable attorneys’ fees and disbursements), arising out of or related to any acts or omissions of Company or its employees or agents, any unsafe conditions or other conditions on the facility, or any breach by Company of the terms of this Agreement, except to the extent caused by the acts or omissions of System2 as described in Section 4(a) above.
5. Disclaimer; Limitation of Liability. System2 makes no warranties, guarantees, promises, or representations regarding the results of the System2 Services, including but not limited to improvement in health, reduction of stress, or increase in productivity, or regarding any benefit to Company based on the System2 Services. Company agrees that System2 shall have no liability or responsibility for any physical injury or damage to property resulting from the System2 Services except as described in Section 4(a) above. To the fullest extent permitted by applicable law, the total aggregate liability of System2 to Company under this Services Agreement or in any way related to the System2 Services or obligations to be performed by System2 hereunder shall be limited to the Services Fee actually paid to System2 related to those System2 Services for which the liability principally arises. In no event will System2 be liable for consequential, incidental, indirect, punitive or special damages (including loss of profits, business or goodwill), regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose or otherwise, and regardless of whether System2 is advised of the likelihood of such damages.
6. Termination. Either party may terminate this Agreement at any time upon notice to the other party. However, in the event of any termination by Company prior to the time that Company has paid the minimum Service Charge described at the beginning of this Agreement (if any), Company shall be responsible for paying the remainder of that minimum Services Fee to System2 immediately upon termination.
(a) Confidentiality. Company acknowledges that in performing the System2 Services, System2 and its representatives may receive both personal and business information from the Participants (together, the “Confidential Information”). The personal information may include home life, family life, medical, and personal history information. The business information may include information relevant to the Participants’ relationships and positions with Company. System2 and Company acknowledge to maintain the strictest levels of confidentiality with all client and sponsor information unless release is required by law. System2 will not disclose any Confidential Information related to a particular Participant to Company, any other Participant, or any other third party. Company acknowledges that System2 will not disclose to Company, and Company agrees that it shall not request from System2, any Confidential Information related to a Participant. In the event that System2 reasonably believes that illegal activity, pursuant to valid court order or subpoena, imminent or likely risk of danger to self or others; etc. Systsem2 may need to inform appropriate authorities.
(b) Choice of Law; Dispute Resolution. This Agreement will be governed by, and construed in accordance with, the laws of the State of Colorado, except to the extent governed by federal law. The exclusive forum for any disputes under this Agreement will be in the state courts located in the City and County of Denver, Colorado, or the federal courts in Denver, Colorado. In the event of any controversy, claim or dispute among the parties affecting or related to the subject matter or performance of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all of its reasonable expenses, including reasonable attorneys’ fees.
(c) Binding Effect; Assignment. This Agreement shall be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assigns. No party shall assign this Agreement without the written consent of the other party.
(d) Entire Agreement. This Agreement contains the entire agreement among the parties relating to the subject matter hereof and all prior or contemporaneous agreements, understandings, representations or statements, oral or written, are superseded hereby. No waiver, modification, amendment, discharge or change of this Agreement shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment, discharge or change is sought.
(e) Force Majeure. Neither System2 nor Company shall be required to perform any term, condition or covenant in this Agreement so long as performance is delayed by force majeure, which will mean acts of God, strikes, lockouts, material of labor restrictions by any governmental authority, civil riots, flows, and any other cause not reasonably within the control of System2 or Company and which by the exercise of due diligence System2 or Company is unable, wholly or in part, to prevent or overcome.
(f) Severability. Any provision of this Agreement which is unenforceable or invalid or the inclusion of which would affect the validity, legality or enforcement of this Agreement shall be modified so as to conform to applicable law or if the same cannot be modified to conform with applicable law, shall be of no effect, but all remaining provisions of this Agreement shall remain in full force and effect.
(g) Survival. In the event of any termination of this Agreement, Sections 4, 5, 7 (a) and (b) shall survive and continue in effect and shall inure to the benefit of and be binding upon the parties and their legal representatives, heirs, successors and assigns.
(h) No Third Party Rights. Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties hereto and their respective legal representatives, successors and permitted assigns, any rights or remedies under or by reason of this Agreement.
(i) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed and original, but all of which together shall constitute one and the same instrument. A facsimile transmitted copy or photocopy of a signature shall be accepted as an original for purposes of this Agreement.
(j) Rescheduling. If the client finds it necessary to reschedule an appointment, at least a 48-hour notice is required or client will be charged. If an emergency arises, notify the coach as soon as possible and the appointment will be rescheduled (see following Appointment Cancellation Policy)
(k) Cancellation Policy. In the event that a previously scheduled appointment needs to be rescheduled, the following policy will be applied: If the client needs to cancel an appointment, please allow the a 48-hour notice policy. It is understood that there are times when an emergency will present itself (e.g. a summons to jury duty, a medical emergency). Forgetting does not constitute an emergency, nor does an unplanned visitor. The coach will do his best to reschedule the session. If the Coach has a conflict and needs to change a scheduled appointment, she will always reschedule and make sure you receive the appointments you have paid for. If the client has to change an appointment with 48 hours’ notice, the Coach will make sure it is rescheduled. If the client has to change an appointment with less than 48 hours’ notice, the Coach will do what he can to reschedule within that month, this is considered billable. If the (client) misses an appointment without any notice, it is not rescheduled and it is considered a billable coaching session.
(l) Nature of Coaching Relationship. Coaching is partnering with clients in a thought-provoking and creative process that inspires them to maximize their personal and professional potential. The client enters into professional coaching with the understanding that she is responsible for creating her own decisions and results. Client also agrees not to hold the coach liable for any actions or results for adverse situations created as a direct result of a specific referral given by the coach. The client engages the coach for the purpose of supporting with respect to life skills, communications skills, business and professional objectives, networking skills, interpersonal relationships and/or for providing a structure for identifying and moving towards the goals created by the client. The Coach may, at times, coach around personal issues as they affect business performance. The professional coaching relationship is in no way to be construed as psychological counseling or any type of psychotherapy. It is further understood that the coach is not an employment agent, business manager, financial analyst or psychotherapist and he has not promised, nor is he obligated, to provide services which include: procuring or attempting to procure any employment, business or sales for the client; performing any business management functions such as accounting services or advising on tax matters or investing funds; acting as a therapist, counseling on or providing psychoanalysis, group or behavioral therapy.
(m) Call Procedure. The time of the coaching sessions and/or location will be determined as appointments are scheduled each month. When meeting via phone, the client agrees that they will initiate all scheduled calls and call the coach at (303) 777-1117 at the appointed time. If the coach will be at any other number, she will notify the client prior to the scheduled appointment time.
(n) Conflict of Interest. A situation in which a coach has a private or personal interest sufficient to appear to influence the objective of his or her official duties as a coach and a professional. In the event of a conflict coach will inform client and terminate contract.
(o) Extra Time. Clients are welcome and encouraged to call the Coach between scheduled sessions to seek advice, discuss a problem or to share a success. The client may email Michelle at email@example.com anytime.
(p) Communication. The coach will be making requests of the client as part of the coaching relationship. The client may say yes, decline, or counter-offer. If the coach does or says anything that upsets you or doesn’t feel right, please bring it to her attention. We promise to make the coaching experience personal for you and to do what is necessary to ensure that you (client) are satisfied.
Release, Waiver of Liability, Assumption of Risks, and Covenant Not to Sue
As used herein, the term “Released Parties” refers to System2 llc and its respective owners, directors, managers, officers, employees, insurers and agents.
The “System2 Activities” refers to the participation in any manner in the System2 professional or personal development courses including exercises, yoga, meditation, lectures, coaching and/or consulting services offered or provided in any part by System2 llc, and the related utilization of the facility and/or equipment therefor, as well as any other activities incidental thereto.
In consideration for being permitted to engage in any System2 Activities, I, on behalf of myself and my heirs, assigns, agents and personal representatives, agree as follows:
1) I fully and forever unconditionally waive, release, discharge, hold harmless, promise not to sue, and agree to defend and indemnify the Released Parties from all harm, damages or liabilities that I may suffer or that may be sustained by me, including injury, mental anguish, emotional distress, or other damage to person or property, directly or indirectly, relating to or arising out of my participation in any System2 Activities, including such injury, mental anguish, or emotional distress, caused by alleged or actual negligence by any Released Party or any other party (whether it be negligence in improper action or in failure to act) or breach of any express or implied warranty. I further acknowledge and agree that this document is intended to, and does, in fact, release and discharge the Released Parties from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever in law, admiralty or equity, arising in any way from my participation in the System2 Activities. I acknowledge, intend and agree that the Released Parties are in no way responsible for any hardship from loss of income or expenses that may result from injury.
2) I do hereby further declare myself to be physically fit and suffering from no condition, impairment, disease, infirmity, disease, and other illness that would prevent my participation in the System2 Activities. I am not on any regular medication that would affect my physical ability to participate in the System2 Activities. I acknowledge that I have had a physical examination and have been given permission by my physician to participate, or I have decided to participate in the System2 Activities without the approval of my physician thereto.
3) I further agree to indemnify and hold harmless the Released Parties for any and all claims based on my acts or omissions, or the acts and omissions of others arising as a result of my participation in any System2 Activities, whenever, wherever or however the same may occur.
4) I understand that I am responsible for reading, understanding, and complying with all instructions, both written and oral, in connection with my participation in the System2 Activities.
5) Further, I am aware that the System2 Activities, including the use of the Released Parties’ equipment and facilities, are potentially hazardous activities. I am aware and understand that the System2 Activities involve certain risks, including but not limited to: serious neck and spinal injuries resulting in complete or partial paralysis, heart attack, serious disability, mental anguish, emotional distress, serious injury to all bones, joints and muscles, and in rare cases death, and that no amount of care, caution, instruction, or expertise can eliminate such risks. I am voluntarily participating in these System2 Activities with full knowledge, understanding and appreciation of the dangers involved. I hereby agree to assume and accept any and all foreseen and unforeseen risks of damage, or injury sustained related to the System2 Activities. I specifically assume the risks of malfunction or defects in the Released Parties’ equipment and facilities.
6) I understand that this waiver is intended to be as broad and inclusive as permitted by Colorado Law, which shall be the applicable law in any legal proceedings arising from a claim between me and any Released Party related to any System2 Activity. I agree that if any portion of this waiver is held invalid, the remainder of this waiver will continue in full legal force and effect. I specifically waive any argument that any provision herein is unenforceable or against public policy that may be made by anyone bringing suit because of injury, suffering, or damages resulting from my participation in the System2 Activities. I further agree that the venue for any legal proceedings shall be in the State of Colorado.
7) I hereby give consent to the Released Parties to use any video and/or photographs, whether in digital, tape or other form, of me while engaged in System2 Activities for any purpose including in social media and in print and online promotion, with no compensation to me.
8) No warranties, express or implied, including, but not limited to, a warranty of merchantability or fitness for a particular purpose, are made with respect to the services and goods provided by the Released Parties, including any of the equipment or facilities or the System2 Activities themselves.
9) In spite of my knowledge of the risks of the System2 Activities, I intend to participate in the System2 Activities, whether I do or do not have my own medical or liability insurance. I agree that I am solely responsible for any expenses, medical or otherwise, that I may incur as a result of participation in any System2 Activities.
10) My participation in the System2 Activities is for my own personal benefit or entertainment, and is entirely voluntary. Such participation serves no public purpose. I am under no obligation or compulsion to participate in the System2 Activities. I understand there are other individuals and companies which offer similar services, and I do not have to choose System2 llc or the other Released Parties to provide these services.
11) I affirm that I am of legal age and am freely signing this agreement relying on my own judgment and knowledge. I have carefully read this document and understand and acknowledge that by signing this document, I am giving up legal rights and remedies which may be available to me for the acts or omissions of the Released Parties. I understand that this document can and will be used against me in a court of law.