TERMS & CONDITIONS
Last updated: 11/20/2023
GENERAL TERMS AND CONDITIONS
PAYMENTS AND FINANCIAL RESPONSIBILITY
By signing this Agreement, Client acknowledges and affirms that:
1. NO SIGNIFICANT FINANCIAL BURDEN. Payment for this Program will not place a significant financial burden on Client or Client’s family.
2. NO REFUNDS. There are no refunds available under this Agreement for any reason. Payments made for Program may not be applied towards any other future Program or Product purchase.
3. PROGRAM INVESTMENT RESPONSIBILITY. Client understands that they are responsible for the entire Program Investment to The ACHELOA regardless of the Client’s level of involvement throughout the course of the Program. All payments under this Agreement must be made as scheduled by Client to remain in good standing and continue receiving Program components.
4. PAYMENT PLANS. Payment plans are offered as a courtesy to clients and do not constitute an installment contract. Upon execution of this Agreement, Client agrees to immediately pay in full the entire Program Investment as outlined in the Coaching Program Proposal. The ACHELOA may enter into a payment plan with Client to allow Client to make scheduled periodic payments.
5. AUTHORIZATION OF PAYMENT. Client authorizes ACHELOA to charge their credit/debit card, cash their check/wire, or process Stripe or similar transactions for the entire Program Investment as outlined in the Coaching Program Proposal. If more than one (1) payment is to be processed, Client’s signing of this Agreement authorizes all future payments made. In addition, Client authorizes ACHELOA to contact their financial institution(s) to obtain updated credit card information in the event of any decline payment.
6. WAIVER OF RIGHT TO CHARGEBACKS/CANCELLING CREDIT OR DEBIT CARD. Client agrees to waive their right to process chargebacks with their credit/debit card ACHELOA or cancel their credit/debit card until all payments have been processed to cover the entire Program Investment and any associated fees/interest. Any and all disputes under this Agreement must be handled through The ACHELOA’s conflicts resolution process as outlined in the General Terms and Conditions section of this Agreement.
7. CHANGE IN PAYMENT METHOD. Payments processed under a payment plan must utilize the credit/debit card listed within this Agreement and Client holds full responsibility to contact ACHELOA in the event any change must be made. Any fees incurred by ACHELOA due to expired or otherwise invalid debit/credit card will be promptly refunded by Client and a new payment method must be activated both within seven days of notice.
8. LATE PAYMENTS. ACHELOA will process scheduled periodic charges if a payment plan is provided to Client. In the event charges are declined, ACHELOA will continue to attempt the charge for four (4) days and contact the Client regarding their account. If after four (4) days, the matter is not resolved, Client and ACHELOA will have a conversation to discuss how Client will pay the full balance due before other remedies as delineated in the conflict resolution process are commenced.
9. NON_SUFFICIENT FUNDS FEE. Any checks returned to ACHELOA for NSF will be subject to a fee of twenty five dollars (USD $25.00)
By signing into a conscious contract with Acheloa Wellness, Client agrees:
(1) to respect fully and not infringe upon the ACHELOA’s copyright, patent, trademark, trade secret or other intellectual property rights by copying or using them or any parts of them without a prior written license from the owner to do so
(2) that any Confidential Information shared by the ACHELOA is confidential and proprietary, and belongs solely and exclusively to the ACHELOA, and
(3) Client agrees not to disclose such information to any other person or use it in any manner other than in discussion
(4) all materials and information provided to them by the ACHELOA are the ACHELOA’s confidential and proprietary intellectual property, belong solely and exclusively to the ACHELOA, and may only be used in whole or in part by Client as specifically authorized by the ACHELOA, and
(5) the reproduction, distribution and sale of these materials by anyone but the ACHELOA is prohibited. Further, by signing into a conscious contract with Acheloa Wellness, Client agrees that if any of the provisions contained in this paragraph, intentionally or unintentionally they will agree to the ACHELOA’s request to stop. If there is a breach and Client doesn’t comply with ACHELOA’s request, ACHELOA will be entitled to injunctive relief to stop and prohibit any such violations and to protect against the potential harm of such violations.
(6) Client’s intellectual property is and will be equally and duly respected and protected by sections (1)-(5) above.
Confidential Information shall mean and refer to any and all information whether in written, oral, encoded, graphic, magnetic, electronic or in any other tangible form, and whether or not labeled as confidential, whether or not marked with TM or copyright or other such marks or otherwise provided by The ACHELOA in connection with the services under this Agreement. Client agrees not to copy, use or disclose such Confidential Information to any person at any time during or after the term of this engagement unless: (a) such information is readily available from publicly published sources; (b) such information has become public knowledge by means other than from this Agreement with The ACHELOA; or (c) Client is required to disclose the information by order of law; provided, however, prior to disclosing any Confidential Information, Client shall provide written notice thereof to the ACHELOA to provide the ACHELOA with an opportunity to object to such requirement or seek a protective order limiting or restricting any further disclosure of such Confidential Information.
NO REPRESENTATIONS, WARRANTIES OR GUARANTEES
ACHELOA has made every effort to accurately represent the Program and its potential. Testimonials and examples used are not intended to represent or guarantee that anyone will achieve the same or similar results. Client understands that there can be no assurance that any prior successes, or past results in income earnings, can be used as an indication of their future success or results. Client acknowledges monetary and income results are based on many factors. The ACHELOA does not guarantee or imply that Client will solve all their health, emotional, personal or financial challenges, become rich, that they will succeed in their endeavor at all. Each individual’s success depends on his or her background, readiness, dedication, desire, motivation, action and implementation. As with any endeavor there is an inherent risk and no guarantees. This program is an individual experience.
Client agrees that they are solely responsible for doing their own due diligence when it comes to making business decisions and all information, products, and services that have been provided should be independently verified by their own qualified professionals including checking with doctors, accountants, lawyers or professional advisors, before acting on this or any information. ACHELOA is not responsible for the success or failure of Clients decisions relating to any information presented by the ACHELOA, or the ACHELOA’s Programs or services.
In the event that a dispute arises between the Parties to this agreement, the Parties agree and accept that the only venue for resolving such a dispute shall be in the venue set forth herein below. In the event of a dispute or any misalignment between the Parties, the Parties agree that they neither will engage in any conduct or communications, public or private, designed to disparage or cast in a negative light the other. This non-disparagement provision shall survive the termination or expiration of this Agreement.
CONSCIOUS CONFLICT RESOLUTION PROCESS, GOVERNING LAW & FEES
In the event of any conflict, discontent or breach of any of the Agreement’s clauses by Client or ACHELOA, Parties agree to the following process based on ACHELOA’s intent to find a win-win situation for all:
Parties agree to come to the process with patience, trust and curiosity. Parties agree to a conversation with the intent to generate a mutually acceptable solution for all.
If necessary, ACHELOA may determine an adequate cooling-off period is needed for reflection before a second conversation and ACHELOA in its sole discretion may determine the length of the cooling off period.
If by the second conversation the Parties have not arrived at an agreeable solution, the terms of this entire agreement may supersede any offer made by ACHELOA of negotiation made or to be made.
Any dispute over the terms of this entire agreement including its GENERAL TERMS AND CONDITIONS will be resolved through meditation by a mediator in the general vicinity of the ACHELOA with the fees and all costs of mediation to be paid by the Party or Parties contesting the agreement.
If Mediation does not provide a solution, the dispute will be settled through Arbitration in New York County, New York.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, New York County, without regard to its choice of law principles. In the event all attempts at resolving disputes through ACHELOA’s Conscious Conflict Resolution Process detailed above, the parties consent to exclusive jurisdiction and venue in the federal and state courts sitting in New York County, New York.
In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its attorney’s fees, costs and other expenses.
This Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the Parties hereto. Client shall have no right to (a) assign this Agreement, by operation of law or otherwise; or (b) subcontract or otherwise delegate the participation in the Program without ACHELOA’s prior written consent which may be granted or withheld as ACHELOA determines in its sole discretion. Any such purported assignment shall be void.
RIGHT OF OFFSET
ACHELOA shall have the right to offset any amounts received for other Programs or Products against balances in arrears owed by Client to ACHELOA for this Agreement or any other Program or Product purchased by Client.
NO CONSEQUENTIAL DAMAGES
In no event shall either Party be liable for any special, consequential, incidental or punitive loss, damage or expenses (including but not limited to business interruption, lost business, lost profits or lost savings), whether based on breach of contract, tort (including negligence) or strict liability, under statute of otherwise, even if it has been advised of the possibility of such damage.
AMENDMENTS AND WAIVERS
Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived, with the signed written consent of both Parties. The waiver by a party of any breach or default in performance shall not be deemed to constitute a waiver of any other or succeeding breach or default. The failure of either party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions.
If any of the provisions contained in this Agreement, or any part of them, is hereafter construed to be invalid or unenforceable, the remainder of that provision or any other provision contained herein shall remain in full effect regardless of the invalid part or full provision.
This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. A faxed, electronic or emailed copy of this Agreement, with a written or electronic signature, shall constitute a legal and binding instrument.
The headings for sections herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
TERM AND TERMINATION
This Agreement shall be effective from the date this Agreement is signed by both Parties and last through the end date of Program components as outlined in this Agreement unless sooner terminated in accordance with the terms and conditions of this Agreement (the “Term”). This Agreement may not be terminated or cancelled by Client. ACHELOA reserves the right to terminate Agreement for cause should:
(i) Client fail to issue payment via the Payment Plan attached,
(ii) Client become unreasonable and difficult to work with, or otherwise unpleasant to ACHELOA, in such that ACHELOA determines the relationship is no longer benefiting either party,
(iii) illness, medical emergency, or any other act of God, which renders ACHELOA unable to provide the services as outlined.
Should ACHELOA terminate this Agreement based upon (i) or (ii) above, Client will not be entitled to a refund, nor forgiveness of any money owed. Should ACHELOA terminate Agreement based upon (iii) above, ACHELOA will not provide refund of money already earned, but may forgive future payments owed on a case by case basis.
No refunds will be issued to Client for any reason under this Agreement. Payments made under this agreement cannot be credited towards any other Program or Product offered by ACHELOA. Provisions regarding confidentiality, intellectual property, and indemnification shall survive termination.
LIABILITY AND INDEMNITY
Client agrees that neither the ACHELOA, nor any of their agents (the “ACHELOA Representatives”) shall be held liable for any damage, loss, harm, claims, demands, suits, liability, costs, attorney’s fees and expenses of whatever kind or nature or injury to person or property (collectively the “Losses”) of the Client or any of its officers, directors, agents or employees resulting or arising out of or related to the Program.
The Client expressly waives and releases any claims or demands it may have against any of the ACHELOA Representatives by reason of a Loss incurred in connection with any typographical errors or other inaccuracies, which may ultimately appear in any printed materials relating to the Program. The Client shall indemnify, defend, and hold harmless the ACHELOA Representatives from and against any and all claims, demands, suits, liability, damages, losses, costs, attorney’s fees, and expenses of whatever kind or nature which might result from or arise out of any action or failure to act on the part of the Client or any of its officers, directors, agents or employees.
ACHELOA undertakes no duty to exercise care, nor does it assume any responsibility for the protection and
safety of the Client, its officials, agents or employees, or for the protection of the property of the
Client or its representatives or of property used in connection with the Program from theft or damage or destruction by fire, accident or other cause. Any protection exercised by ACHELOA shall be deemed purely gratuitous on its part and shall in no way be constructed to make it liable for Loss suffered by the Client. It is the responsibility of the Client to maintain proper insurance coverage for its property and liability.
Except for damages arising out of the gross negligence or willful misconduct of either party hereto, no party shall be liable to the other party or its affiliates, officers, directors, successors or assigns for any incidental, consequential, special or punitive damages or lost profits arising out of this clause to the Agreement, whether liability is asserted in contract or tort and irrespective of whether it has advised or been advised of the possibility of any such loss or damage. Whereas any action is brought against ACHELOA under this agreement settlement is limited to the monetary amount Client has paid to ACHELOA for the Program set forth in this agreement. Neither Party shall be liable to the other for lost profits or other consequential damages.
FORCE MAJEURE AND LIABILITY
The ACHELOA prays none of the following will ever be at issue and in the event it is, ACHELOA is not responsible to Client for any loss, damages, costs, claims or expenses which may be incurred as a result of its delay in or failure to perform its obligations where such delay or failure is due to causes beyond its control. Causes beyond its control include, but are not limited to:
(1) acts of God, (2) war, including armed conflict, (3) strikes or labor disputes at Meeting(s) locations or in the Meeting(s) area (4) disease at Meeting(s) locations or in the Meeting(s) area (examples of disease: SARS, Legionnaires), (5) government regulation or advisory (including travel advisory warnings), (6) civil disturbance at Meeting(s) locations or in the Meeting(s) area (7) terrorism or threats of terrorism in the United States as substantiated by governmental warnings or advisory notices, (8) curtailment of transportation services or facilities which would materially affect Clients from attending the Meeting(s), (9) disaster, fire, earthquakes, hurricanes in the Meeting(s) area (10) unseasonable extreme inclement weather in the Meeting(s) area (11) shortages or disruption of the electrical power supply causing blackouts or rolling blackouts or other essential utilities in the Meeting(s) area, or (12) any other cause reasonably beyond the ACHELOA' control (collectively referred to as "Occurrences"), make the Meeting(s) commercially impracticable, impracticable to perform, illegal, or impossible to fully perform under this Agreement as the Parties originally contracted, then in such case ACHELOA has the right to reschedule any Meeting(s) to another time and/or location, without liability, upon notification.
Neither party shall have the right to assign this Agreement without the written consent of the other.
BREACH OF CONTRACT TERMS
Breach of any term(s) in this Agreement by Client will result in immediate suspension from the Program until breach is resolved.
Any notice, demand, or request with respect to this Agreement shall be in writing and shall be effective only if it is delivered by personal service, by air courier with receipt of delivery, or mailed, certified mail, return receipt requested, postage prepaid, to the addresses set forth below. Such communications shall be effective when they are received by the addressee; but if sent by certified mail in the manner set forth above, they shall be effective five (5) days after being deposited in the mail. Any party may change its address for such communications by giving notice to the other party in conformity with this section.
207 Upper Shad Road
Pound Ridge, NY 10576