Terms and Conditions

This Agreement is between Alex Stead Photos (“Company”) and you, the client (“Client”) (collectively the “Parties”, or in the singular “Party”), for the purpose of Client hiring Company for the group coaching services outlined below. This Agreement shall become effective upon selecting that you have read and agreed to the terms.

  1. Scope of Program

Access to Learn to Love Your Camera Self-Study Course

Access to Private Community

  1. Fee & Retainer

In consideration for the coaching services provided by Company, Client agrees to pay Company $7/month USD. Client shall make payment online through the Company’s client management system.

Any additional private coaching services, calls, emails and time beyond those listed in Section 1, will be billed by Company at current hourly rates.

  1. Refunds

The Client may choose to cancel their contract within 7 days of initial purchase and receive a full refund of $7. In the event that this Agreement is terminated after that, no portion of any payments of any kind whatsoever shall be owed or refunded to Client.

  1. Community

Client shall act respectfully. Client agrees to refrain from inappropriate behavior.

  1. Client Responsibilities

Client understands and agrees that this is not a 1-on-1 coaching experience. Client further agrees to treat all other participants with mutual respect, and comply with group confidentiality as outlined in Section 12.

  1. Term and Termination

Client may terminate this Agreement at any time, but no refund will be given whatsoever after the initial 7-day trial period.

Company may terminate this Agreement at any time in the event Client breaches contract, or Client does not remit payment as specified in Section 2.

  1. Communication

Company is generally available to provide services during normal business hours. Company’s primary source of communication is through the private Facebook community. Client agrees and understands that Company may take holidays and vacations off throughout the year.

8. Copyright

All coaching services, documents, emails, blogs, digital files, paper documents, and any other work created by Company in relation to this Agreement is the exclusive and sole property of Company and are protected by the Copyright Act. Client hereby agrees that Company’s course and content is owned by Alex Stead Photos and is not to be used for purposes beyond the group coaching program. Violations of this federal legislation will be subject to its civil and criminal penalties.

9. No Guarantees

Company does NOT make any guarantees as to the Client’s results of any group coaching services provided. Company agrees to provide the services listed in this Agreement in a reasonable and timely manner. Client agrees to take responsibility for Client’s own results.

10. Release & Reasonable Expectations

Client has spent a satisfactory amount of time reviewing Company’s business and has a reasonable expectation that Company’s services throughout the coaching program will produce different outcomes and results for each client it works with. Client understands and agrees that:

Every client and final result is different.
Dissatisfaction with Company’s independent judgment or individual coaching style are not valid reasons for termination of this Agreement or request of any monies returned.

11. Non-Disparagement

Company and the Client agree that, at all times during this Agreement and in perpetuity, they shall use reasonable and good faith efforts to ensure that neither Party engages in any vilification of the other, and shall refrain from making any false, negative, critical or disparaging statements, implied or expressed, concerning the other, including, but not limited to, management style, methods of doing business, the quality of products and services, role in the community, or treatment of Company. The Parties further agree to do nothing that would damage the others business reputation or goodwill; provided, however, that nothing in this Agreement shall prohibit either Party’s disclosure of information which is required to be disclosed in compliance with applicable laws or regulations or by order of a court or other regulatory body of competent jurisdiction.

12. Indemnification

Each Party hereby agrees to indemnify, defend and hold harmless the other Party and its heirs, legal representatives, assigns, employees, directors, shareholders, affiliates, officers, agents, contractors, or any persons or corporations acting under permission or authority of the Party from and against any and all claims, losses, damages, liabilities, penalties, punitive damages, and expenses, including reasonable legal fees and costs of any kind or amount whatsoever, to which the other may become subject as a result of any claim, demand, action or other legal proceeding by any third-party to the extent such losses arise directly or indirectly out of activities performed by the other Party pursuant to this Agreement, except to the extent such losses result from the gross negligence, willful misconduct, or intentional acts of a Party. This indemnification will survive the termination of this Agreement.

13. Maximum Damages

The sole remedy for any actions or claims including but not limited to claims for breach of contract or negligence, shall be limited to the maximum amount not to exceed the total monies paid by Client under this Agreement.

14. Limitation of Liability

Client acknowledges that while the Company may provide solutions and suggestions, it is up to Client to act in its own best interest and understand that all decisions for improvement ultimately fall upon Client. Client agrees that all financial decisions are its own responsibility.

In no event shall Company be liable under this Agreement to Client or any other third-party for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, arising out of, relating to, or in connection with any breach of this Agreement, regardless of (a) whether such damages were foreseeable, (b) whether or not Client was advised of such damages, and (c) the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based.

15. Force Majeure

No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control that are unforeseen and unpredictable at the time of contracting, including, but not limited to, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) a natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), epidemic, or pandemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities. The Impacted Party shall give Notice within 5 days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 15 days following Notice given by it, the other Party may thereafter terminate this Agreement upon Notice. The retainer and all other payments made by Client up to the date of Notice of a Force Majeure Event are non-refundable.

16. Cancellation of Services by Company

In the event Company determines, in its sole discretion, that it cannot or will not perform its obligations under this Agreement due to circumstances including, but not limited to, injury, illness, death of family member, or other personal emergencies, it will:
Immediately give notice to Client;
Issue a refund or credit based on a reasonably accurate percentage of services rendered; and
Excuse Client of any further performance and/or payment obligations under this Agreement.

17. Sales Tax

Should any federal and/or provincial/territorial tax be imposed on any part of this Agreement, such tax shall be collected from Client and remitted by Company. All sales tax will be included on invoices

18. Assignability and Parties of Interest

Client shall not assign, sub-contract, substitute, or hire any third-party to take the place of Client in performance of this Agreement.

19. Entire Agreement

This is a binding Agreement that constitutes the entire understanding of the Parties. There are no other warranties, agreements, or representations between the Parties except as set out in this Agreement. This Agreement shall be binding on the Parties, their heirs, executors, administrators, successors and permitted assigns.

No subsequent alteration, amendment, change or addition to this Agreement will be binding upon the Parties unless it is reduced in writing and signed by the Parties.

20. Venue and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Province of Newfoundland and Labrador and any applicable federal laws of Canada including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. The Parties agree that any dispute or claim arising out of, or concerning, this Agreement that is not first resolved by arbitration shall be resolved exclusively in a federal or provincial/territorial court of competent jurisdiction located in the closest judicial centre to St. John’s, Newfoundland and Labrador. The Parties assume responsibility for their own collection costs and legal fees incurred should enforcement of this Agreement become necessary.

21. Arbitration

Any and all disputes or disagreements rising between the Parties out of this Agreement upon which an amicable understanding cannot be reached, shall be referred to and finally resolved by arbitration under the Canadian Arbitration Association Arbitration Rules. The place of the arbitration shall be St. John’s, Newfoundland and Labrador, unless another location is mutually agreed to by the Parties. There shall be one (1) arbitrator and the language of the arbitration shall be English. The cost and expenses of the arbitrator shall be shared equally by the Parties. Each Party shall be responsible for its own costs and expenses in presenting the dispute for arbitration. The decision of the arbitrator shall be final and there shall be no right of appeal. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

22. Severability & No Waiver

The Parties agree that if any term or provision of this Agreement is determined by a Court of competent jurisdiction to be unlawful, or otherwise unenforceable, the offending provision shall be severed, and the validity of the remaining provisions shall not be affected. The rights and obligations of the Parties shall be construed as if the within Agreement did not contain the term or provision held to be invalid or unenforceable.

The failure by one or both Parties to enforce a provision of this Agreement shall not be considered evidence of any waiver, breach or relinquishment of such provisions, and said provisions will remain in full force and effect. The failure by one or both Parties to enforce a provision of this Agreement shall not constitute a waiver of any other portion or provision of this Agreement.

23. Transfer

This Agreement cannot be transferred or assigned to any third-party by either the Company or Client without written consent of all Parties.

Each Party has read, understands, and agrees to the terms and conditions of this Agreement.

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