This Agreement is made and entered into on the date of this purchase between Well and Soul Coaching LLC, a Texas Limited Liability Company, (“Hereinafter referred to as “Keelie Rae” or “Coach”) and the buyer (Hereinafter referred to as “Client.”)

Coach and Client hereby voluntarily and willingly agree as follows:

For good and valuable consideration of Nine Hundred and Ninety Seven Dollars ($997), Client has agreed to purchase the Business Design Analysis (hereinafter “Program”). In exchange, Coach agrees to provide the services outlined in the Program Details below. Client understands and agrees that Coach will utilize suitable methodologies in accordance with Client’s needs, and in accordance with her training.

1. Program Details

a) The Business Design Analysis is a three (3) 90-minute session package designed to provide Human Design for Business guidance.

b) As part of the program, Client is entitled to (i) three (3) 90 minute private sessions with Coach per month via Zoom and (ii) a written analysis of each session. Should the Coach need to reschedule a call, Coach will do everything possible to provide the client with as much notice as possible, and to reschedule to a mutually agreeable time. If Client is unable to attend the call, he/she agrees to cancel or reschedule at least 48 hours before the scheduled sessions. If Client is a “no show” for the call and does not provide any advance notice that he/she will not be able to make the call, Client understands Coach is entitled to cancel the call without rescheduling, and may cause Client to forfeit the call.

c) Client confirms he/she has read the Program Details, asked Coach any and all necessary questions, and conducted any research necessary to feel he/she understands what is (and isn’t) being provided in the Program.

2. Confidentiality

a) This Agreement is considered a mutual non-disclosure agreement, meaning both Client and Coach agree not to disclose, reveal, or make use of any confidential information learned by either party during discussions, coaching sessions, calls, emails, or otherwise. Such “Confidential Information” includes, but is not limited to, financial information, birth information, coaching strategies, exercises, or other methodologies Client learns as a result of working with Coach, plans or outlines for future programs or packages, information contained in documents or any other original work created by Coach, and any and all other intellectual property (discussed below.)

b) Client and Coach agree that the responsibility to refrain from disclosing or sharing any and all Confidential Information learned as a result of Client working with Coach shall survive the expiration of this Agreement and Coach’s services. This means Client and Coach both agree to continue to keep Confidential Information private, even after the completion of working with Coach.

3. Intellectual Property Rights

a) Client agrees and understands that Coach has created numerous original, creative works in connection with the service, and agrees that Coach maintains all copyrights and other intellectual property rights in all original or derivative content associated with or included in the Program, whether created prior to working with Client or specifically for Client, including but not limited to: documents, charts, emails, graphs, products, systems, processes, handouts, worksheets, tutorial videos, guides, and any other original work created by Coach. Nothing in this Agreement shall constitute a transfer of ownership of any Intellectual Property from Coach to Client, nor grant any license to use the information, other than that which is expressly provided throughout the course of the Program.

b) Client agrees and understands he/she is not to copy, repost, alter, publish, sell, assist others in selling, manipulate, distribute, or in any way exploit any of the content or intellectual property provided by Coach or obtained through working with Coach, without Coach’s express written consent. If such behavior is discovered or suspected, Coach reserve the right to prosecute any actionable infringement or misuse to the full extent of the law.

c) Licensee Rights: Coach’s Limited License to Client: Client understands that in purchasing the Program, she/he is gaining access to view all content and information available as part of the Program, as well as any additional information or content shared with him/her by Coach as she sees fit. Client understands this means he/she will have been granted a limited, revocable, non-transferable license to read and use the information provided for use in his/her business and life, as instructed or allowed by Coach. As a “Licensee,” Client understands and agrees that Client will not:

i. Copy, edit, distribute, duplicate or steal any information or any Content obtained through Program without written permission by Coach;

ii. Post, distribute, copy, steal or otherwise use any portion of the Program or its content without written permission by Coach, and understand that any such use may constitute infringement, which may give rise to a cause of action against Client.

iii. Share purchased materials, information, content with others who have not purchased them.

iv. Client further acknowledges and understands that any such actions including but not limited to those outlined above will likely constitute infringement and/or theft of our work, and a violation of this Agreement and United States Federal laws.

4. Payment

a) Client agrees to render payment electronically and understands that the full purchase amount is due and payable upfront. Client agrees that he/she must complete payment in full before becoming entitled to any products or services included within the Program.

5. Refund Policy

a) Coach is not able to offer refunds once Client has started the Program. Client understands this provision, and agrees that he or she is not entitled to a refund once payment has been issued to Coach and the Program has started.

b) Client further agrees and understands that changing his/her mind about the Program, failing to follow through or understand the details of the Program, not experiencing the results he/she expected or desired, or experiencing any other similar situations does not entitle him or her to a refund.

c) Should Coach experience an unforeseen event causing her to become unavailable or otherwise unable to complete the Program, Client is entitled to a partial refund based upon the portion(s) of the Program unable to be delivered by Coach. Reasonable, minor changes or modification to the Program made by Coach do not qualify as an inability to deliver services, and do not qualify Client for a refund.

6. Indemnification

a) Client agrees at all times to defend, fully indemnify and hold Coach and any affiliates, agents, team members or other party associated with Coach harmless from any causes of action, damages, losses, costs, expenses incurred as a result of Client’s use of the service, as well as any third-party claims of any kind (including attorney’s fees) arising from his/her actions as a direct or indirect result of Client’s participation in the Program. Should Coach be required to defend herself in any action directly or indirectly involving Client, or an action where we decide Client’s participation or assistance would benefit Coach’s defense, Client agrees to participate and provide any evidence, documents, testimony, or other information deemed useful by Coach, free of charge.

7. Voluntary Participation

a) Client understands and agrees that he/she is voluntarily choosing to enroll in the Program and is solely responsible for any outcomes or results. While Coach believes in her services and that the Program is able to help many people, Client acknowledges and agrees that Keelie Walker is not responsible nor liable to Client should Client sustain any injuries, incur harm, or encounter any negative ramifications. Client agrees that he/she is fully responsible for his/her health and well-being, including participation in the Program and any results therein.

8. Disclaimer

a) Client agrees and understands that Coach cannot guarantee any specific results, outcomes, or changes to Client’s current situation, and will hold Coach harmless if he or she does not experience the desired results. Client is entering into this agreement voluntarily and of his or her own free will, and readily understands that he or she may or may not experience results desired, or achieved by other clients of Coach.

b) Client understands that all services provided by Coach in connection with the Program being purchased are provided on an “as is” basis, meaning it is without any guarantees, representations, or warranties, including but not limited to warranties relating to quality, non-infringement, fitness for a particular purpose, merchantability, or expectation or course of performance. Client is choosing to purchase this Program and work with Coach on a purely voluntary basis and does not hold Coach responsible should Client become dissatisfied with any portion of the Program.

c) Client agrees that he/she does not have a cause of action, legal remedy, and is not entitled to a refund should he/she not achieve the results desired following completion of his or her work with Coach, as long as Coach delivers the Program as described in Paragraph 1 above, or similar substitutes, upon additional agreement by Coach and Client.

d) Earnings Disclaimer: Coach also does not make any guarantees or assurances regarding a particular financial outcome based on use of Program, nor is Coach responsible for Client earnings, or any increase or decrease in finances based upon information within Program. Any information or testimonials regarding past or current clients’ participation in programs, or working with Coach contained on Website or in sales material that contain financial information are individual, and results may vary.

9. Dispute

a) Should a dispute arise between Coach and Client, the parties agree to attempt to resolve by good-faith negotiations and discussions. (Client agrees that failure to see results is not a basis for a “dispute” and agrees he or she does not hold Coach responsible for any specific results, or those results which have been achieved by other clients of Coach.) If unable to reach a resolution informally, Client and Coach agree that all disputes will be submitted for Arbitration by the American Arbitration Association, to be completed in Grapevine, Texas, within a reasonable amount of time. Client and Coach agree to participate in the arbitration process in good faith and in a manner that will effectively and efficiently resolve the dispute at hand, including the exchange of any materials, documents, or information. The decision made by the arbitrator is to be final and binding on both parties, and is not to be appealed or otherwise set aside. It is to be enforceable in any court of proper jurisdiction as a judgement of law or decree.

10. Applicable Law

a) This Agreement shall be governed by and under control of the laws of Texas regardless of conflict of law principles, and regardless of location of Client. Client understands this and agrees that the laws of Texas are to be applicable here.

11. Amendments

a) This agreement is not to be altered, amended, changed, extended, or considered waived without execution of an additional addendum signed by both Client and Coach, or a party authorized to sign on behalf of either party.

Upon checking the box above, Client agrees to the above outline agreement, terms & conditions, and agrees that this Agreement constitutes the entire agreement between Coach and Client, taking place of and superseding any and all prior agreements, discussions, correspondence, or proposals between parties. Client understands that if a portion of the Program or an expectation is not included in this Agreement, it does not apply and is not included within the Program. Client has taken any necessary measures to discuss further and have any questions answered by Coach or Coach’s team, and is in full agreement with the terms outlined herein.

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