Web Site Terms and Conditions of Use
Service Terms & Conditions
Please refer to your contract for complete terms and conditions. By signing your contract you are agreeing to the terms and conditions in your contract and on this website as the “Client.” Whereas, Client is desirous of engaging Mellissa Seaman or Soul Gift Inc. “Company” for consulting or training services, and in consideration for the multiple covenants contained herein, the Parties agree to the following:
1) PAYMENT TERMS. Parties agree that the services to be rendered are in the nature of business consulting and education. Client has independently evaluated its ability to pay the Fee and verifies Client’s ability to pay. Client represents such Fee will not be unduly burdensome. Upon execution of this Agreement, Client shall be responsible for the full extent of the Fee, regardless of whether Client completes all services offered by Company. Company shall not be obligated to invoice Client for payments. Company will provide Client with payment receipts that will be sent via email to the email address of record. Client’s acceptance of this agreement comprises Client’s authorization of all charges set forth in this Agreement on the dates set forth herein. Even in the event that Client terminates services prior to the completion of the services, Client shall remain responsible for the entire Fee set forth herein, which will become due immediately upon Client’s termination of Company’s services. Client acknowledges that, in the event of non-payment of fees when due, Client shall be responsible for all costs of collection, including reasonable attorney’s fees and costs.
2) CHARGEBACKS AND PAYMENT SECURITY. To the extent that Client provides Company with Credit Card(s) information for payment on Client’s account, Company shall be authorized to charge Client’s Credit Card(s) for any unpaid charges on the dates set forth herein. Company shall be authorized to make all charges at the time they are due and not require separate authorization in order to do so. Client shall not make any chargebacks to Company’s account or cancel the credit card that is provided as security without Company’s prior written consent and without making alternative arrangements with Company for provision of payment as described in Paragraph 2, herein.
Client is responsible for any fees associated with recouping payment on chargebacks and any collection fees, including any associated attorney’s fees, incurred as a result of chargebacks. Client acknowledges that failure to comply with this paragraph will constitute a material breach of this agreement and Company may, in its sole discretion, terminate services provided hereunder. In such event, Client will not receive a refund for any amounts paid to date and all outstanding amounts will immediately become due and payable by Client.
3) LATE FEES. Company shall charge a 5% (five-percent) late fee for all balances that are not paid in a timely manner by Client. In addition to this immediate fee, late fees will accrue at 15% per annum, calculated daily, until payment is complete.
4) NON-TRANSFERRABILITY OF SERVICES AND INTELLECTUAL PROPERTY. Client acknowledges that all services and materials provided pursuant to this agreement are for the benefit of Client only and are not transferable, either expressly or impliedly, without the written consent of Company. Client acknowledges all such documentation and materials are protected by copyright and may not be reproduced, shared, duplicated, copied, sold, traded, disseminated, resold or exploited, electronically or otherwise, for any commercial or non-commercial purpose except with the express, written consent of Company. All such materials shall remain the sole property of Company, whether or not registered at the time of disclosure. Client shall not use Company’s copyrighted materials to create any derivative products/materials. Client agrees that it will not use Company’s trademarks in any manner, whether business or personal. Client agrees that it will not allow use of, or access to, the Program by any individual or company, other than Client itself, without the express, written consent of Company.
5) CLIENT COMMITMENTS. Client agrees that it is Client who must commit to implementing Company’s strategies proposed in connection with the Program. Client acknowledges that Company cannot control Client and/or Client’s degree of participation. Client commits to accepting assignments/exercises/sessions presented by Company and, to the extent that assignments/exercises/sessions require group participation, Client agrees to participate fully for the benefit of all members. If Client is unwilling/unable to participate in exercises/ assignments/sessions, the contract is terminable at Company’s option without recourse or refund of any kind. Company reserves the right, at Company’s sole discretion, to terminate further coaching sessions/callus unless and until such instructions/assignments are completed. Terminated coaching sessions/calls because of non-performance shall not be refundable. All outstanding amounts due at the time of termination in this event will become due and payable immediately.
Client agrees that, to the extent that Client interacts with Company or its agents and/or other Company clients, Client will at all times behave professionally, courteously and respectfully. Client will attend Company’s seminars/workshops. Client will not attempt to contact Company’s clients that Client becomes exposed to by virtue of this agreement for any purpose, including but not limited to mass-distribution of marketing or other materials or for solicitation of Company’s clients. Client agrees to abide by any Course Rules/Regulations presented by Company. Client agrees that its failure to abide by Course Rules/Regulations or to interact with Company’s clients in the manner described herein shall be grounds for immediate termination of this agreement. In the event of such termination, Client shall not be entitled to recoup any amounts paid and shall remain responsible for all outstanding amounts due under this agreement. Client agrees that it is responsible for all costs of collection, including reasonable attorneys fees, incurred as a result of Client’s failure to pay amounts when due.
6) TERMINATION. In the event of failure by Client to pay any amounts when they become due or any other default of this agreement by Client, all payments due hereunder shall become immediately due and payable. Company may, in its discretion, immediately terminate providing further services to Client and begin collection measures, as Company sees fit. In the event that Client is in arrears of payments due to Company, Client shall be barred from using any of Company’s services/programs/materials and Client’s participation in all aspects of the Program will be suspended until payments are brought current by Client. Client may only be suspended for late payments for two (2) consecutive payments or three (3) times during the course of the Program before forfeiting its benefits hereunder and being terminated from the Program. In the event of such termination, Client shall not be entitled to recoup any amounts paid and all outstanding amounts due hereunder become due and payable immediately. Client agrees that it is responsible for all costs of collection, including reasonable attorney’s fees, incurred as a result of Client’s failure to pay as described herein.
7) CONFIDENTIALITY. Confidential Information includes but is not limited to, information and materials disclosed or provided in connection with this agreement. Confidential information shall not include information that (a) is now or subsequently becomes generally available to the public; (b) the Company or Client had rightfully in its possession prior to disclosure by the disclosing party; and/or (c) the Company or Client rightfully obtains from a third party. Parties agree not to disclose, reveal or make use of any Confidential Information learned of through provision of services pursuant to this agreement, during discussions, coaching session(s), or otherwise without the express written consent of the disclosing party. Both Client and Company shall keep the Confidential Information of the other in strictest confidence and shall use its best efforts to safeguard the disclosing party’s Confidential Information and to protect it against disclosure, misuse, loss and theft.
To the extent that Client participates in group-coaching programs or interacts with other clients, Client agrees information received by Client about other Company clients’ business or personal matters shall be considered Confidential Information and not be disclosed without the prior written consent of the disclosing party.
8) NON-DISPARAGEMENT. The Parties agree that in no event will either party engage in any conduct or communications, public or private, designed to disparage the other.
9) INDEMNIICATION. Client shall indemnify, defend and hold harmless Company, Company’s officers, employers, employees, directors, related entities, trustees, affiliates, and successors from and against any and all liabilities and expense whatsoever – including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys fees, and disbursements – which any of them may incur or become obligated to pay arising out of or resulting from the offering sale, the sale, and/or use of the product(s), excluding, however, any such expenses and liabilities which may result from a breach of this Agreement or sole negligence or willful misconduct by Company, or any of its shareholders, trustees, affiliates or successors. Company recognizes and agrees that all of the Company’s shareholders, trustees, affiliates and successors shall not be held personally responsible or liable for any actions or representations of the Company.
10) CONTROLLING AGREEMENT. In the event of any conflict between the provisions contained in this agreement and any marketing materials used by Company or representations by Company’s employees or agents, the provisions contained in this agreement shall be controlling.
11) CHOICE OF LAW/VENUE; ARBITRATION. This agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to any principles or conflicts of law. With the except of matters falling within the jurisdiction of the small claim’s court; the parties hereto agree to submit any dispute or controversy arising out of or relating to this Agreement to arbitration in the state of California, San Diego County, pursuant to the rules of the American Arbitration Association, which arbitration shall be binding upon the parties and their successors in interest.
12) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, oral or written. This Agreement may be modified only by an instrument in writing duly executed by both parties.
13) SURVIVABILITY. The proprietary rights, non-disparagement and confidentiality provisions, and any provisions relating to payment of sums owed set forth in this agreement, shall survive the termination of this agreement, irrespective of the cause of such termination.
14) SEVERABILITY. In the event that any of the provisions contained in this agreement, or any part thereof, are hereafter construed by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this agreement shall remain in full force and effect.
15) OTHER TERMS. Upon execution, of the agreement through signature of your contract or by use of our products, programs and services, the Parties agree that any other employees, associates or assigns of the Parties are likewise bound by the terms of this agreement. Client and Company both warrant that the individual signing this agreement on behalf of each has full and complete authority to execute this agreement on behalf of Client and/or Company.
A facsimile, electronic, or e-mailed copy of this Agreement, with a written or electronic signature shall constitute a legal and binding instrument. Alternatively, your non-refundable deposit indicates full acceptance, and also will signify acceptance of the terms.
- Before or at the time of collecting personal information, we will identify the purposes for which information is being collected.
- We will collect and use of personal information solely with the objective of fulfilling those purposes specified by us and for other compatible purposes, unless we obtain the consent of the individual concerned or as required by law.
- We will only retain personal information as long as necessary for the fulfillment of those purposes.
- We will collect personal information by lawful and fair means and, where appropriate, with the knowledge or consent of the individual concerned.
- Personal data should be relevant to the purposes for which it is to be used, and, to the extent necessary for those purposes, should be accurate, complete, and up-to-date.
- We will protect personal information by reasonable security safeguards against loss or theft, as well as unauthorized access, disclosure, copying, use or modification.
- We will make readily available to customers information about our policies and practices relating to the management of personal information.
We are committed to conducting our business in accordance with these principles in order to ensure that the confidentiality of personal information is protected and maintained.