This Online Coaching Services Agreement, (hereinafter, the “Agreement”) is made and entered into by and between Acacia Fruit Wellness (the “Company”), Flagstaff, Arizona and "Client" (Client's name is listed below). Coach and the Client are sometimes collectively referred to in this Agreement as the Parties. 

  

The Parties hereby agree to the following terms and conditions: 

  

1. GENERAL TERMS 

Client acknowledges that s/he is contracting for the services of an online personal health and fitness coach provided by Company (each such individual hereinafter referred to as a “Coach”). This agreement entitles any Coach employed by Company to work with Client to provide the services described in this Agreement.

 

2. SERVICES TO BE PROVIDED

Coach will design a tailored health program for the Client that reflects the client’s objectives, fitness level, and experience. Coach will review the proposed program with Client prior to Client commencing the program. Client’s commencement of the program constitutes Client’s acceptance of the proposed program. 

 

The program may include one or more of the following:

 

• testing, including but not limited to testing of the cardiovascular system, heart rate, muscle strength, endurance, and flexibility; 

• exercise;

• aerobics and aerobic conditioning and training; 

• weight training; 

• circuit training; 

• cardiovascular exercise and training; 

• use of machinery, training equipment, free weights, circuit machinery, and cardiovascular machines; stretching; weight lifting; 

• nutritional tracking and monitoring; 

• biometric monitoring; 

• other training activities, techniques, and/or exercises as determined by the Coach. 

 

Coach and Client will have regularly scheduled check-in meetings to ensure Client is progressing through the coaching program.

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3. PAYMENTS 

1. The Company will bill Client on a monthly basis in equal monthly installments of the total cost agreed upon. Company shall supply Client a written or electronic invoice for all amounts due under this Agreement. Pricing for the services provided in this Agreement shall be as stated on such invoice. 

2. Client agrees that all payments are to be made via credit card, bank transfer, cash, or Venmo.

   1. If payment is not made or is not authorized by credit card, bank, or Venmo, all coaching services will be suspended until a new payment is made by Client.

 

4. REFUNDS ON PAYMENTS

Client understand and agrees that a 100% refund for services provided is available at any point in the first 21 days of coaching agreement, following the first online coaching session between Client and Coach (typically referred to as the "Onboarding Session"). This agreement expires 21 days following the first online coaching session between Client and Coach.  

 

Client understands and agrees that no refunds for any payments made to Company will be provided beyond 21 days after the first online coaching session between Client and Coach.

 

5. TERMINATION OF AGREEMENT 

The Parties shall have the right to terminate this Agreement upon written notice of termination to the other party. This writing must be via email or regular US mail. Text messaging shall not be considered written notice. If this Agreement is terminated by Client, Client shall pay a termination fee equal to fifty percent of the uncharged balance of their total package cost. Client is not entitled to a refund for cancellation.  In the event of termination of this Agreement, Sections 6, 9, 10, and 13 shall survive such termination.

 

6. CONFIDENTIALITY

From time to time during the Term of this Agreement, Company (as the "Disclosing Party") may disclose or make available to the Client (as the "Receiving Party") information about its business affairs, products/services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in written, electronic or other form of media whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information”). This includes but is not limited to items such as workout protocols, nutritional guidelines, exercise explanations, e-books, videos related to exercise performance and any other information disseminated to the Receiving Party by the Disclosing party to aid in the execution of this Agreement.

 

The Receiving Party shall: (A) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (C) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under the Agreement. The Receiving Party shall be responsible for any breach of this Section caused by any of its Representatives. 

 

On the expiration or termination of the Agreement/At any time during or after the term of this Agreement, at the Disclosing Party's written request, the Receiving Party shall promptly return, and shall require its Representatives to return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. In addition to all other remedies available at law, the Disclosing Party may seek equitable relief (including injunctive relief) against the Receiving Party and its Representatives to prevent the breach or threatened breach of this Section and to secure its enforcement.

 

7. ENTIRE AGREEMENT 

This Agreement constitutes the entire agreement of the Parties, and supersedes any and all previous understanding, agreements, arrangements, or discussions, written or oral, between the Parties relating hereto. There are no collateral agreements, representations, or guarantees, oral or otherwise unless attached hereto and signed by both Parties. 

  

8. WARRANTIES 

Coach warrants that they will provide coaching services in accordance with industry standards and with the same level of care in providing the coaching services as it does for itself and in no event less than a reasonable level of care.

 

9. ASSUMPTION OF THE RISKS AND RELEASE 

BY SIGNING THIS AGREEMENT, CLIENT RECOGNIZES THAT THERE ARE CERTAIN INHERENT RISKS ASSOCIATED WITH THE ABOVE DESCRIBED ACTIVITIES AND THAT THE PROGRAM MAY INVOLVE STRENUOUS PHYSICAL ACTIVITY INCLUDING, BUT NOT LIMITED TO MUSCLE STRENGTH, AND ENDURANCE TRAINING, CARDIOVASCULAR CONDITIONING AND TRAINING, AND ANY OTHER FITNESS ACTIVITY.

 

CLIENT HEREBY AFFIRMS THAT CLIENT IS IN GOOD PHYSICAL CONDITION AND DOES NOT SUFFER FROM ANY KNOWN DISABILITY OR CONDITION WHICH WOULD PREVENT OR LIMIT CLIENT’S PARTICIPATION IN THE ONLINE FITNESS COACHING PROGRAM. CLIENT UNDERSTANDS THAT CLIENT’S ENROLLMENT AND PARTICIPATION IS PURELY VOLUNTARY AND IN NO WAY MANDATED BY COACH OR COMPANY. CLIENT ASSUMES FULL RESPONSIBILITY FOR PERSONAL INJURY TO CLIENT AND (IF APPLICABLE) CLIENT’S FAMILY MEMBERS OR THOSE WITH WHOM CLIENT SHARES THE COACHING PROGRAM.

 

CLIENT FURTHER AFFIRMS THAT CLIENT’S RESPONSES TO THE PRE-SCREENING QUESTIONNAIRE IN NO WAY SHIFT LIABILITY TO COACH OR COMPANY AND IT IS CLIENT’S RESPONSIBILITY TO DETERMINE WHETHER OR NOT CLIENT IS PHYSICALLY AND MENTALLY ABLE TO PARTICIPATE IN THE COACHING PROGRAM.

 

Client hereby expressly waives and releases any and all claims, now known or hereafter known in any jurisdiction throughout the world, against Coach or Company, and its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, "Releasees"), on account of injury, death, or property damage arising out of or attributable to my participation in the online fitness and health coaching program, whether arising out of the negligence of the Coach, Company, or any Releasees or otherwise. Client covenants not to make or bring any such claim against the Coach, Company, or any other Releasee, and forever release and discharge the Coach, Company, and all other Releasees from liability under such claims.

 

By signing below, Client acknowledges that Client has read and understood all of the terms of this agreement and that Client is voluntarily giving up substantial legal rights, including the right to sue Coach or Company.

  

10. INDEMNIFICATION

Client shall defend, indemnify, and hold harmless the Coach, Company, and all other Releasees against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by/awarded against indemnified party in a final judgment, arising out or resulting from any claim of a third party arising from or related to the acts described in this Agreement.

 

11. NUTRITIONAL DISCLAIMER

By participating in the online coaching program, Client understands and agrees that Coach is not a registered dietician. Any nutritional guidance or information given is not meant to be used as prescriptions for diets, or supplements to treat any medical or clinical condition, to treat any symptoms of a medical or clinical condition or to diagnose a medical or clinical condition. Any nutritional information given is merely information regarding nutrition for healthy individuals only. If you have a medical or clinical condition, please consult a registered dietician for more information regarding nutrition and your condition.

 

12. AFFILIATE DISCLAIMER

Coach and Company have affiliate relationships with certain companies which may be discussed throughout the term of this agreement, on social platforms owned by Coach or Company, and on Coach’s or Company’s website. Client’s use of products or services from these affiliates or interactions with the affiliates, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between Client and such affiliates and/or individuals.  Client is solely responsible for making all investigation necessary or appropriate before proceeding with any offline or online transaction with any of these third parties.

 

Client agrees that neither Company nor Coach shall be responsible or liable for any loss or damage of any sort incurred as the result of any transactions entered into with third party affiliates or other third parties. Client shall be solely responsible for resolving disputes between Client and an affiliate. Client hereby releases Coach, Company, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to transactions with third party affiliates or other third parties.

 

13. NON-DISPARAGEMENT AGREEMENT

Company, Coach and Client mutually agree to refrain from making any disparaging statements, either orally or in writing, about each other, or any affiliate of the Coach or Company, or about any of the Coach's or any affiliate of the Coach's directors, officers, agents, partners, athletes or representatives. 

 

14. APPLICABLE LAW 

The laws of the State of Arizona will govern all questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement. The parties submit to the non-exclusive personal jurisdiction of the federal and state courts located in or having jurisdiction over Flagstaff, Arizona.

 

15.  REMEDIES

Except as otherwise provided in this Agreement, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise.

 

16. SIGNATORIES 

This Agreement shall be signed by the Client. This Agreement is effective immediately upon being signed.

  

Any Client under the age of 18 must have a parent or legal guardian sign this Agreement. 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth below.

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