Keep Up With Liv

Terms and Conditions

This agreement for coaching services (the “Agreement”) is hereby entered into as of the effective date as indicated below (the “Effective Date”), by and between the individual whose name is indicated below (the “Client”) and Olivia Marie, and KeepUpWithLiv, (including any and all affiliates, collectively the “Company”). Together Client and Company constitute the “Parties.”

WHEREAS, Client wishes to enter into a coaching relationship with Company. Herein the term coaching shall include but not be limited to life coaching, personal development, trauma recovery, executive and business coaching, and mentoring. 

WHEREAS, Client wishes to purchase the chosen coaching services provided by Company (including but not limited to any program, container, mentorship, reading or other coaching relationship, collectively the “Services”).

WHEREAS, the Company is skilled and capable in the Services provided to Client.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants contained in this Agreement, and for other good and valuable consideration that will be received and the receipt, adequacy, sufficiency of which is hereby acknowledged, both Parties hereby agree as follows: 

1. Company-Client Relationship and Responsibilities

1. Company Responsibilities. The Company will maintain professional, and ethical standards of behavior. The Company will devote full attention to the Client during the Services; provide the Client with resources and trainings described in the description of the Services purchased; answer any relevant questions and provide support within the scope of the Services purchased by Client.
2. Client Responsibilities. The Client is solely responsible for creating and implementing Client’s own physical, mental, and emotional well-being, decisions, choices, actions and results arising out of or resulting from the Services, Company relationship, the live calls and interactions with the Company. For best results, Client should:
1. Be 100% focused during the Services and live calls with the Company.
2. Make the program and Services a priority.
3. Be prepared and make time for the work required by the program and Services.
4. Trust the process.
3. Assumption of Risk. Client acknowledges and agrees that Client is solely and exclusively responsible for the choices that Client makes with regard to this Company-Client relationship and the Services, as well as the Company’s recommendations and input. Client is solely and exclusively responsible for Client’s own mental health, physical health, business decisions, and any other actions or inaction Client chooses to take. Client understands that all comments and ideas offered by Company and the Services, are solely for the purpose of aiding Client achieve the description of said Services. Client understands that Client is expressly assuming any and all risks associated with the Services, whether or not such risks were created or exacerbated by the Services. 
4. Results. The Company makes no guarantee as to the results of the Services. The Client understands and agrees that the Company is not responsible or liable for any actions or inaction, or for any direct or indirect result of any Services provided by the Company. Client is solely responsible for Client’s results of the program and Services provided.

1. Purchase

1. Financial Commitment. Client understands and agrees that by purchasing the Services, Client is financially willing and able to fully pay for said Services. All payments are paid in advance of the start of the Services, unless otherwise described and agreed to in writing by the Parties. 
2. Payment Plans and Missed Payments. The Company may offer payment plans at its discretion. If any payments are not made at the scheduled time, Client will be notified by e-mail and have a 3-day grace period to make the payment from the due date. If payment is not made at the end of the 3-day grace period, a late fee of 3% of the total payment amount (payment amount plus any late fees which are compounded daily) owed will be added to the total amount owed for each day the payment is late. If the Client fails to pay any amount due within 30 days, the Company may cancel the Services and revoke any access to unpaid for Services until payment is made in full. 
3. Refund Policy. If for any reason Client is not satisfied with the chosen Services, Client may stop the Services at any time. Because the Company has invested considerable time and effort in the Services, if Client wishes to withdraw or discontinue services for any reason, Client will remain fully responsible for all payments and the full cost of the Services. No refund or partial refund will be provided. Termination is further described in Section 7.1 below. 

1. Live Calls and Scheduling

1. Group Live Calls. Should the Services include group live calls, the Company shall determine the dates and times of the group live calls. The Company reserves the right to schedule and cancel group calls at any time.  Because group live calls involve multiple participants, Client understands that the scheduled date and time may not work for Client’s schedule but that does not constitute a breach on behalf of Company.   Client understands and agrees that group live calls may be recorded for Clients who cannot attend live. Client consents to being recorded if Client attends and participates in the group live calls. 
2. Lifetime Access. When applicable, Client will be granted lifetime access to Services that have been purchased and paid in full including course materials. The terms of this Agreement, including but not limited to the intellectual property restrictions as further described in Section V shall remain in full force and effect as long as Client has access to the Services. 
3. Client Cancellations and Rescheduling. For one-on-one Services and calls, Client will provide a minimum of 24-hour notice if Client needs to cancel or reschedule the time of the call. Client is responsible for rescheduling with Company and Company will make best efforts to reschedule the call. The Company puts considerable time and effort into preparing for each call and if Client does not show for a call without prior notice to Company, Company may at its discretion count the call as if it occurred, with no refund or obligation to reschedule to Client.
4. Company Cancellation and Rescheduling. In exceptional circumstances Company may need to reschedule a one-on-one or group live call. In those instances, Company will give 24 hours’ notice where practical. If Company must reschedule a one-on-one live call, Company will be responsible for presenting new dates and times available to Client and will make best efforts to reschedule the call in a timely manner. For group live calls, Company will reschedule in a timely manner.
5. Contact information. If Client has questions or needs to reschedule a one-on-one appointment, Client can contact Company at [email protected]. Company will make best efforts to respond within 48-72 hours. Email is to be used for personal, logistical questions only. Client understands and agrees that email communications are not to be used for coaching purposes. 

1. Confidential Information

1. Client Confidential Information. All information exchanged during the Services will be kept strictly confidential. Company will not disclose Client confidential information shared during the Services without Client’s prior written permission, unless required by law or ethics. However, Client hereby acknowledges and agrees that this Company-Client relationship is not considered a legally confidential relationship and thus communications are not subject to the protection of any legally recognized privilege. 
2. Client Confidential Information Exclusions. Confidential Information does not include information that: (a) was in the Company’s possession prior to its being furnished by Client; (b) is generally known to the public or Client’s industry; (c) is obtained by the Company from a third party without use of or reference to the Client’s confidential information; or (d) the Company is required by statue, court order or law to disclose; (e) is disclosed to the Company and as a result of such disclosure the Company reasonably believes there to be an imminent or likely risk of danger or harm to the Client or others; (f) involves illegal activity; (g) information developed independently by the Company. The Client also acknowledges Client’s continuing obligation to raise any confidentiality questions or concerns with the Company in a timely manner. 
3. Company Confidential Information. Through the Services, Client will be privy to certain confidential information of Company. Client recognizes that all such information, delivered by or on behalf of Company and/or its affiliates to the Client, whether furnished before or after the Effective Date of this Agreement and regardless of the manner in which it is furnished, are valuable and the value of such is recognized by both Parties. Client is to maintain strict confidentiality of all information gained and received during the course of the Services regarding the Company Intellectual Property and Company Confidential Information as defined in Section 4.4 below. 
4. Company Confidential Information Defined. The Company Confidential Information shall include, but is not limited to, documents, presentations, records, information and data (whether verbal, electronic, or written), drawings, models, apparatus, sketches, designs, schedules, business plans and developments, marketing plans and data, technical procedures, analyses, compilations, studies, software, methodologies, know-how, specifications and other business information, relating to Company, and furnished to Client in the course of the Services regardless of whether such Company Confidential Information has been expressly designated as confidential or proprietary.  Confidential Information shall further include without limitation, any information to which Client may have access to or which is made available to the Client as a result of the Client relationship with Company, which shall include but is not limited to Company Intellectual Property.
5. Nondisclosure Obligations. In consideration for the Services rendered under this Agreement and for the continued access to the Services, the Client agrees to hold the Company Confidential Information in confidence. Without limiting the generality of the forgoing, the Client, further promises and agrees: (a) to take commercially reasonable measures to protect and safeguard the Company Confidential Information that Client receives against unauthorized use, dissemination, publication or disclosure; (b) not to use any of the Company Confidential Information except in connection with the execution of the Services; and (c) not to, directly or indirectly, in any way, reveal, report, publish, disclose, or transfer any of the Company Confidential Information except as authorized in writing by Company. The provisions of this Section 4.5 shall survive the termination of this Agreement and/or termination of the Client-Company relationship to the extent necessary to effectuate the terms contained herein.
6. Form of Disclosure.  The Company Confidential Information can be verbal, written, expressly stated or not in any tangible medium. Except as otherwise foreseen, ALL the information to which the Client may have access to, and which is not freely available to third parties, shall be presumed to be confidential and therefore shall be protected.
7. Exclusions. Information shall not be deemed Company Confidential Information, and the Client shall have no obligation of confidentiality or restriction against use with respect to any information which: (a) is or becomes publicly known through no wrongful act of Client and/or through no breach of any obligation to Company; (b) is legally in the public domain prior to the signing of this Agreement; or (c) is approved for release by written authorization from Company.
8.  

1. Intellectual Property

1. All Services materials, trademarks, marks, brands, logos, designs, slogans, trade dress, patents,  copyrighted and copyrightable materials of Company (the “Company Intellectual Property”) and all goodwill associated therewith supplied to Client by Company or appearing on Company’s website or social media accounts, shall belong to and remain the sole property of Company, and Client shall not have or acquire any right to copy, reproduce, publish, share, distribute, or otherwise disseminate the Company Intellectual Property unless granted such permissions in a signed writing from Company. No right or license is granted, by implication or otherwise, to use any Company Intellectual Property.
2. Client may not distribute, modify, transmit reuse, repost or use the Company Intellectual Property for public or commercial purposes, including the text, images, audio or video, without the written permission of Company. Client should assume that everything Client has access to through the Services and on social media is copyrighted unless otherwise noted and may not be used, except as provided in this Agreement or otherwise stated by Company in writing. 
3. The provisions of this Section shall survive the termination of this Agreement and/or termination of the Client-Company relationship to the extent necessary to effectuate the terms contained herein. This Agreement, however, does not constitute a grant or act as an intention or commitment to grant any right, title or interest in the Company’s innovations, intellectual property, or the Company Confidential Information, to Client.

1. No Medical Advice, Disclaimer, No Warranty

1. Client agrees and acknowledges that the information Client obtains from Company and through the Services is not and not intended to be a substitution for medical or psychological diagnosis, advice or treatment, and the no results are guaranteed. Client further agrees and acknowledges that Company does not diagnose conditions, nor prescribe substances (medications), prescribe or perform medical treatments, or interfere with the treatment of a licensed medical professional. 
2. The Services may provide Client with information or facilitate Client communication with a licensed medical professional, but are not a substitution for the professional judgement or a medical professional. Client should contact a medical professional or medical emergency number if Client thinks Client is having a medical emergency. Client should always seek the advice of a medical professional or other qualified health care provider before starting any new treatment, or if you have any questions regarding symptoms or a medical condition. 
3. Client agrees and acknowledges that the Services and information provided by Company are provided “as is” and “as available” without any warranty or guaranty of any kind, either express or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Company is not responsible nor liable for any indirect, consequential, special, exemplary, punitive or other damages arising out of or relating in any way to the Services, and/or content contained on Company’s website or social medias. Company shall not be held liable under this Agreement or otherwise in connection with the Services.  

1. Termination and Suspension of Services

1. The Client may terminate Services at any time given seventy-two (72) hour written notice via email to the address as described in Section 3.5 of this Agreement. If the Client terminates the Services before completion of the Services, Client shall remain financially responsible for the full cost of the Services and upon notice of termination must immediately render any payments that are due. No refunds or partial refunds shall be granted. 
2. Company shall not be responsible for any resulting loss if the fulfillment of any terms or provisions of this Agreement is delayed or prevented by any occurrence beyond Company’s reasonable control, including but not limited to acts of God, fires, floods, wars, accidents, government laws, pandemic, community disaster, or any situation that would substantially interfere with Company’s performance of the Services. In the event of any such occurrence, Company reserves the right to suspend performing the Servies immediately and until such time as Company determines that the circumstances are again suitably available and safe. If such event and providing circumstances permit, Company shall give no less than twenty-four (24) hour notice of such suspension. 
3. The Company may immediately terminate this Agreement in the event that Client breaches any provision of this Agreement. In case of a breach by the Client, the Company may immediately restrict and/or terminate any and all access to Services. Client will remain responsible for the full cost of the Services upon any breach. 

1. Testimonial and Comments Release

1. As of the Effective Date, Client hereby and irrevocably consents to the use, publication, broadcasting, reproduction, editing, recording, posting, copyrighting, licensing, digitization, and/or release of Client testimonials and/or Client texts and comments Client may write within the scope of the Services or in communications with Company discussing Client’s results and wins from the Services. Client further releases Company for any legal reason purpose, including but not limited to social media, commercial products, education, course materials, video footage, sales, marketing, or any other medium any other media forum. Client understands that Client’s name will be removed from any text and comments that may be used and Company will conduct best efforts to keep any released testimonials completely anonymous. 
2. If Client chooses, Client may provide Company with a video testimonial to be shared publicly. If Client chooses to create such testimonial, Client agrees the applicable terms in Section 8.1 apply, and Client will provide express written consent to the Company for such use. Client understands that in agreeing to provide a video testimonial, the expectation for anonymity is waived. 

1. Dispute Resolution

1. Notification of Complaint. In the event of a dispute, Client will first submit the complaint to Company in writing to, [email protected], detailing the complaint or dissatisfaction. The delivery date of such complaint (the “Complaint Date”) shall serve as formal notice of such complaint to Company. 
2. Arbitration Agreement. Should any dispute of any kind or nature arise from the relationship between the Client and Company, Company and Client agree to first put forth best efforts to resolve any dispute, recognizing their mutual interests, and attempt to reach a satisfactory solution through a phone conversation and/or via email. However, if after 30 days, mutual consent proves unsuccessful, the Parties agree that upon notice by any Party to the other(s), any unresolved controversy or claim shall be submitted to binding arbitration before a single arbitrator, selected jointly by the Parties. If applicable, the International Arbitration Rules shall apply. Any judgment on an arbitrator’s award, if made, is binding and may be entered into any court having the appropriate jurisdiction. By signing this Agreement Client agrees to a modification of the statute of limitations such that any arbitration must be commenced within one (1) year of the date of the act, omission, or other conduct complained of as submitted on the Complaint Date, or shall otherwise be forfeited forever.
3. Consequential Damages Waiver. Client understands that the only remedy that can be awarded to Client through arbitration is a full refund of any payment(s) made up to the Complaint Date for the Services in question. No award of special, indirect, punitive, incidental, exemplary or consequential damages or losses, including lost profits, loss of business opportunity or other similar damages resulting from or arising out of this Agreement, by statute, in tort or contract, under any indemnity provision or otherwise may be awarded. 

1. Non-Disparagement

1. During the course of the Services and in case of any dispute between Client and Company, the Client agrees and covenants that Client will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Company, its business, the Services, or Oliva Marie individually.  For purposes of this Section, “disparage” shall mean any negative statement, whether written or oral about Company that could reasonably be expected to adversely affect the reputation of the Company or the personal or professional reputation of any of the Company’s directors, officers, agents, or employees, including Olivia Marie. This Section does not, in any way, restrict or impede the Client from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order. 

1. Indemnification 

1. Indemnity. Client shall reimburse, indemnify, and hold harmless, Company and its affiliates, related entities, owners, employees, officers, agents, and representatives from nay damage, loss, penalty, cost or expense incurred by Company as a result of or in connection with the Services  contrary to the terms of this Agreement by Client or any others. 
2. Both Parties agree that money damages may not be a sufficient remedy for any breach of the terms of this Agreement by the Employee, and that, in addition to all other remedies at law or in equity to which the Company may be entitled, the Company may be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. 

1. General Terms

1. Update to Terms. Company may from time to time, revise the terms of this Agreement. Unless otherwise required by law, notice of any changes will be given on the Company website. 
2. Assignment. This Agreement, or rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by Client. 
3. No Waiver. No waiver of any terms of provision of the Agreement shall be binding unless executed in writing by the Party entitled to the benefit thereof. 
4. No Agency, Partnership, or Joint Venture. This Agreement shall not be construed as a joint venture, pooling arrangement, partnership, teaming effort or agency arrangement. 
5. Severability. If it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that any term or provision hereof is invalid or unenforceable, (i) the remaining terms and provisions hereof shall be unimpaired and shall remain in full force and effect and (ii) the invalid or unenforceable provision or term shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision. 
6. Entire Understanding. The Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.  There are no other arrangements, representations or warranties between or among the Parties other than those set for the in this Agreement. Any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.
7. Headings.  The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part the Agreement nor to affect the meaning of it.
8. Governing Law and Forum Selection.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the Ontario, Canada. Any suit or claim arising in relation to this Agreement or employment related to this Agreement shall be filed in and resolved in the trial courts of Ontario, Canada.
9. Survival. The provisions of this Agreement, including the Intellectual Property clauses, shall survive the termination of this Agreement and the Services to the extent necessary to effectuate the terms contained herein.