Optimize Strength Fitness Programming - BUILD BETTER
This FITNESS PROGRAMMING AGREEMENT (“Agreement”) dated on DATE (the “Effective Date”) is made between A.M. Health & Fitness Consulting LLC. D.B.A. Optimize Strength (the “Company”) and (the “Client”), herein collectively referred to as the “Parties” for the purpose of setting forth the exclusive terms and conditions for FITNESS coaching services.
WHEREAS, the Company is engaged in the business of providing health and fitness coaching, nutrition coaching, strength and fitness programs, speaker services, and consulting (“Services”); and
WHEREAS, the Client wishes to procure the Services from the Company in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, FOR ALL GOOD AND VALUABLE CONSIDERATION, the Parties understand and agree as follows:
DESCRIPTION OF FITNESS COACHING SERVICE
The Company will provide a recurring subscription-based membership for fitness programming (the “Service”) to include access to community coaching and program adjustments as needed. The Service is delivered via the TRUE COACH app or a similar such mobile platform with instructions, videos, and feedback delivered and tracked in the app.
The Service
The Company Principal is a Ph.D. trained Exercise Science professional and Exercise Physiologist, Certified Health Coach, Certified Nutrition Coach, and Sport Performance Coach.
The Client acknowledges that the Company is not a licensed medical professional, psychologist, therapist, or registered dietician and cannot diagnose, prescribe medication, or design specific meal plans for the purposes of treatment of disease or illness. The Client confirms that he/she/they will consult with a qualified medical professional regarding the inclusion of exercise or nutrition recommendations provided by the Company.
The Company has not agreed to and will not agree at any point to (1) provide the Service to anyone with a serious medical condition in which the Service is contraindicated or (2) provide recommendations involving psychotherapy, pharmacotherapy, counseling, diagnosing, or treatment of serious medical conditions.
Clients who intentionally or unintentionally disclose the awareness of such serious medical and/or psychological conditions will be immediately referred to an appropriate professional and the Service terminated. Clients under the supervision and care of a licensed medical professional with proper documentation of clearance to receive the Service will be considered on an individual basis.
TERMS OF SERVICE
The Client acknowledges that the Service does not have a required duration and the Service begins on the first business day following initial payment of membership fee. The Client understands that this agreement will extend on a month-to-month basis until written notice of cancelation is received from the Client.
This Agreement does not contain the Terms of Service for any other Program or Service provided by the Company. Additional purchases, programs, or services will require a separate Agreement.
PAYMENT SCHEDULE AND FEES
The Service payment schedule is listed below: The Client shall pay for Service online via major credit or debit card and agrees to automatic draft of fees on a recurring monthly basis.
A late fee in the amount of $10.00 will be assessed to any payment that is not made within 3 calendar days of due date.
A late fee in the amount of $25.00 will be assessed to any payment draft that is not collectable by automatic draft on the due date.
TERMINATION
Either Party may terminate this Agreement with a 30-day advance notice of termination to the other Party. Upon termination by the Client (within the Term), all payments become due. Upon termination by the Company, no further payments are due, and no refunds will be issued for the Service rendered through the termination effective date.
The Client understands that the Company may terminate this Agreement at any time if the Client fails to pay for the Service provided under this Agreement or if the Client breaches any other material provision listed in this Agreement. The Client agrees to pay any outstanding balances within 3 days of termination.
REFUND AND CANCELATION POLICY
The Client is responsible for full payment according to the payment schedule above irrespective of whether the Client participates in or adheres to the Service in its entirety. The Company is committed to providing the Client with the most positive, supportive service experience but will not issue refunds based on Client satisfaction or results.
The Client may decide to cancel the Service and this Agreement at any point after the initial Term has been fulfilled. The Client must provide a 30-day advanced, written notice of intent to cancel the Service. The Client shall remain responsible for all payments due to the Company within that 30-day period.
INDEMNITY AND WAIVER
The Client hereby agrees to indemnify the Company, its employees, officers, representatives, successors, independent contractors, consultants, and all of its assigns for any harm, illnesses, injuries, or expenses from the Client’s participation, specifically if the Client has failed to disclose any known medical conditions or similar information that may impact the Client’s eligibility to participate under this Agreement or the Company’s ability to provide Service. Furthermore, the Company shall be held harmless from any and all third-party claims, demands, expenses, or judgments that result from the negligence or errors made by the Company and/or Client.
WARRANTIES
There are no warranties either express or implied in this Agreement that are not expressly covered in this Agreement. There will be no guarantee of outcomes based on Client participation in the Service either verbally or in writing. The Company expressly contends that results will vary among Clients based upon a variety of factors, including but not limited to, adherence level, body type, exercise program and regimen, etc. and no guarantees of such results are possible. The Client acknowledges and confirms that the Client is responsible for his/her/their progress, participation, and results from the Service. The Company only guarantees that the Service will be provided in accordance with this Agreement.
CONFIDENTIALITY
The Client understands that the provision of the Service will require the disclosure of certain protected health information during initial consultation and consulting sessions. This information should be provided at the Client’s sole discretion, openly, and voluntarily. The Company will take all reasonable steps to ensure that such information is kept private and confidential as permissible by law. To the extent allowed by law, the Company will not release any personally identifiable and/or personal health information (“Confidential Information”) to any third parties without written and/or expressed permission from the Client. Parties agree not to disclose or use any Confidential Information discovered, obtained, or otherwise acquired as of the Effective Date of the Agreement. This clause shall survive the initial Term, termination, and cancellation of the Agreement.
NON-DISCLOSURE AND INTELLECTUAL PROPERTY
The Agreement will serve as a mutual non-disclosure agreement. Parties agree not to disclose or otherwise communicate proprietary information, intellectual or physical property, business processes, educational content, financial programs, Service platforms or any other materials provided written or expressly (the “Materials”) during the Term. All Materials are developed by and for the Company and are copyrighted. The Client agrees that Materials are for individual use only during the Term of this Agreement and that all rights remain the sole property of the Company. The Client agrees to discontinue the use of Materials following the termination or cancellation of this Agreement. Disclosure of Materials to ANY third party is strictly prohibited. The Client is not authorized to sell, share, or profit from the Materials provided by the Company.
The Client understands and confirms that violation or any intent to violate any parts of this non-disclosure and intellectual property clause will result in immediate termination of the Agreement and entitles the Company to seek injunctive relief as pursuant to Florida Statute 526.312.
DISPUTE RESOLUTION AND GOVERNING LAW
Parties to this Agreement shall first attempt to settle any dispute through good-faith negotiation. If the dispute cannot be settled between the Parties via negotiation, any disputes or claims shall be settled by arbitration before a single and mutually agreed upon arbitrator and the hearing will take place in the State of Florida. The decision and award of the arbitrator shall be final, and binding and the award so rendered may be entered in a state court of Florida. The arbitrator will have no authority to award punitive or other non-compensatory damages to either Party. The sole remedy for the Client shall be and will not exceed a refund of any amount paid to the Company. Should a dispute between the named Parties arise lead to legal action, each Party shall be responsible for its own reasonable legal fees, including, but not limited to attorneys’ fees.
If the parties do not wish to mediate or arbitrate the dispute and litigation is necessary, this Agreement will be interpreted based on the laws of the State of Florida.
This Agreement shall be governed by and enforced according to the prevailing laws of the State of Florida. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
WAIVER
The waiver of or failure to act upon any of the provisions of this Agreement or any right or remedy arising under this Agreement shall not be deemed or shall not constitute a waiver of any other provisions, rights or remedies (whether similar or dissimilar).
COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same Agreement. A signed copy of this Agreement delivered by email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
FORCE MAJEURE
Pursuant to Florida Statute 403.973, notwithstanding any other provisions contained in this Agreement, if the Company is prevented from timely achieving any deadlines set forth in this Agreement due to any cause beyond the reasonable control of the Company including acts of God, labor disturbances, inability to occupy its permanent Florida facility, threats or acts of terrorism, State declaration of emergency, or other similar events the Term of this Agreement shall be extended by the number of days by which the Company was delayed in commencing Service. In no event shall the extension be for more than 12 calendar months at which time this Agreement shall be considered terminated.
ELECTRONIC SIGNATURES
This Agreement and related documents entered into in connection with this Agreement are signed when all Parties signatures are delivered electronically, and these signatures must be treated in all respects as having the same force and effect as original signatures.
ENTIRE AGREEMENT
This Agreement constitutes the sole and entire agreement of the Parties regarding the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto.
I, (the Client), hereby certify that I have carefully read, understand, and voluntarily agree to the contents of this Agreement in its entirety under my own free will. I further confirm that I am at least 18 years of age and of sound competence to enter into such an Agreement.
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Signed by A'Naja Newsome Signed On: August 26, 2022
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Document Name: Optimize Strength Fitness Programming - BUILD BETTER
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