MASTERMIND AGREEMENT
This Mastermind Agreement (“Agreement”) is between Jaquelyn Dason - Postpartum Coaching (“Coach”) and the registered participant user of the Services (“Client”), collectively the “Parties”. This Agreement sets out the expectations for what it will be like for Client to participate in online or in-person group coaching provided by Coach. For mutual consideration, the receipt and sufficiency of which is acknowledged, the Parties agree to the terms and conditions set out below.
By registering for the Services, Client confirms that they have read, understood and agreed to accept all of the terms and conditions in this Agreement.
TERMS OF AGREEMENT
Term
Coach will provide the Services, beginning on the date of purchase and continue until 3 months after start date (“Term”).
Package
Client is purchasing Coach’s Mama Village 3-month group coaching program.
Services
Coach will provide Client with the following services (collectively, “Services”):
Access to Mom and Baby Resource Vault
Access to Members-Only Facebook group where coach will answer questions and facilitate conversations weekly
Access to group chat on Facebook messenger
Group Q&A calls
1 monthly Power Empower session
1 monthly Virtual Mom Night
2 30-minute 1:1 calls per month
CLIENT EXPECTATIONS
Client Behaviour
It is expected that Client will be respectful and cooperative towards Coach and to fellow participants, both during the coaching sessions, as well as in any online public or private forums included as part of the Services. If at any time Coach, in their sole discretion, determines that Client is not acting in accordance with these expectations, Coach will provide written notice of termination of the Agreement effective immediately, without refund, and any payments owing towards the Fee will immediately become due.
Non-Disparagement
Client will not make any false, disparaging or derogatory comments or statements in public or private regarding Coach, its employees or agents. Coach may, in its sole discretion, terminate this Agreement in the event Client is in breach of this section.
Late Arrivals
Client is expected to arrive on-time for the scheduled 1:1 coaching sessions. Coach will provide 5 minutes grace period for Client to arrive and Coach may refuse participation if Client is later than the grace period. The coaching session will be considered forfeited and no refund will be provided.
FEES AND PAYMENT
Fee and Payment
The total fee is $117.00 payable in CAD plus all applicable sales taxes (“Fee”). The Fee is due in accordance with the payment plan set out below. Client understands that $117.00 of the Fee (“Deposit”) is required to secure their participation.
Payment Due Date
$117.00 First installment due on registration
$117.00 Next installment due 1-month after first installment
$117.00 Next installment due 2-months after first installment
Fees for Additional Services
Coach’s hourly rate is $100. Any Services outside of the scope of Services set out in this Agreement will be considered Additional Services. Additional Services requested by Client will be charged to Client at the hourly rate set out above, or as may otherwise agreed upon by the Parties in writing. At any time during the Term, Client may request the following additional services from Coach (“Additional Services”):
● 60-MINUTE PRIVATE COACHING CALL FOR $100
● 30-MINUTE PRIVATE COACHING CALL FOR $50
Payment Method
Coach accepts payment either by CREDIT CARD, E-TRANSFER (jaquie@postpartumcoach.ca). Please note that there may be processing fees charged for using certain payment methods.
Credit Card Authorization
Client acknowledges and authorizes Coach to automatically charge their credit card provided to Coach for all payments owing under this Agreement. Client authorizes Coach to charge all payments to Client’s credit card at the time payment is due and no separate authorization is required. If Client cancels or replaces credit card, Client must immediately provide Coach with new credit card information.
No Chargebacks
Client acknowledges and agrees that the terms of this Agreement and Coach’s termination and refund policies supersede the terms of use and refund policies of any third-party payment processor used by Coach. Client will be responsible for any fees, including legal fees, incurred by Coach as a result of recouping payments owing under this Agreement.
Late Payments
If any payment is not received on the payment due date, Coach may stop work on all Services until any outstanding payment is received in full. Client will be charged a late fee of 2% compounding monthly, equaling 24% annually, on all outstanding invoices starting from the payment due date.
RESCHEDULING, CANCELLATION AND REFUNDS
Rescheduling
Given the group nature of the Services, Client is not allowed to reschedule the Services and Client’s failure to attend any scheduled sessions will result in the forfeit of that portion of the Services with no refund provided. Coach may permit Client to reschedule sessions with at least 1 day written notice and depending on availability in the next group of coaching services. Coach may reschedule Services as required from time to time on reasonable written notice to Client. In the event of any change to scheduled coaching sessions, Client will not be entitled to any refund of the Deposit or other payments made towards the Fee.
Cancellation
In the event either Party wishes to cancel this Agreement, the Party who wishes to cancel will provide 30 days written notice to the other Party stating the last day Services are to be provided (“Cancellation Date”).
Cancellation by Client
In the event Client wishes to cancel the Services at any time, any outstanding payments of the Fee owing under this Agreement will immediately become due and payable to Coach, whether or not Client participated in the Services.
Cancellation by Coach
In the event Coach cannot provide all or any part of the Services, Coach will:
give notice to Client according to the Notice provisions of this Agreement; and
excuse Client of any further performance and/or payment obligations under this Agreement.
No Refunds
Client is not entitled to any refund of the Fee, including the Deposit.
Termination of Agreement
This Agreement will end when Client has paid the Fee in full to Coach and Coach has performed the Services as set out in this Agreement. Any provisions that survive the termination of this Agreement will remain in full force.
CONFIDENTIALITY AND PRIVACY
Confidentiality and Non-Disclosure
Client understands that as part of the Services, certain confidential information may be disclosed either orally or in writing. For the purpose of this Agreement, “Confidential Information” means information that is of value and is treated as confidential and proprietary by its owner, and includes but is not limited to, coaching materials, business records, financial data, marketing strategies, advertising campaigns, social media account metrics, passwords, inventions, client lists, personal data, health history and data, intellectual property, trade secrets and the contents of this Agreement (“Confidential Information”). Client agrees not to disclose to any other person or entity or make use of the Confidential Information without the express written consent of the other, except to the extent that such disclosure is necessary to carry out their duties under this Agreement or as required by law. At the end of the Term or early cancellation of this Agreement, each Party will remain bound by their duty of confidentiality to the other.
Privacy Policy
Coach may collect personal information during the Term, including Client name, address, email address, phone number, billing information, financial and business information, health information, wellness information, baby’s name, baby’s birth date, baby’s due date, or other personal information (“Personal Information”). By providing any Personal Information to Coach, Client consents and grants Coach permission to use and store such information in order to facilitate the Services. Client acknowledges and consents to the use of technology, telephones, e-mails, applications and third-party platforms that use video and audio, such as but not limited to, Zoom, Facebook, WhatsApp, Slack, MemberVault, YouTube and third-party payment providers to be used by Coach in order to deliver the Services. Client confirms Coach is not responsible for the terms and policies of any third-party platforms and it is Client’s responsibility to review third-party privacy policies and terms and conditions.
INTELLECTUAL PROPERTY
Ownership and Use of Materials
Client acknowledges that all content and materials used and distributed in providing the Services, including any content, videos or resources on Coach’s website, social media platforms and member portal (“Materials”) belongs exclusively to Coach, who is the sole copyright owner of the Materials, unless stated otherwise. By receiving any unique and original materials from Coach as part of the Services, Coach will grant a limited non-exclusive royalty-free license to Client for their use only and as directed by Coach. Client is strictly prohibited from reproducing any part of the written, video, and audio digital materials or sharing them with others without Coach’s explicit permission to do so. All of Coach's intellectual property, including copyrighted materials and trademarks, will remain the sole property of Coach.
Recordings
Client will not capture any of the coaching sessions in any way, including but not limited to video recording, photography, voice recording or screen shots. Any recordings provided by Coach will be for Client’s (and other members) own use only and Client agrees they will not duplicate or share the recordings with any other person.
RELEASE, INDEMNITY AND WAIVER
PLEASE READ CAREFULLY. It is important Client fully understands that there are risks associated with the Services, and ask questions as needed. Client acknowledges and understands that they are waiving certain legal rights by signing this Agreement.
Voluntary Assumption of Risks
Client acknowledges there are certain inherent risks associated with Coach providing the Services, including, but not limited to financial, physical, emotional, spiritual loss and damages, SUIDS, postpartum mood disorders, infant death, death and Client voluntarily assumes such risks. Should Client have any concerns or doubts about ability to participate or receive Coach’s Services, Client will contact Coach immediately to inform them of any concerns. Client confirms they have full capacity and are the age of majority in their jurisdiction of residence to enter into this Agreement.
No Warranty
Client acknowledges Coach makes no warranty or guarantees that the Services will lead to any specific Client goal, financial success or particular results and Coach makes no promise that each Client will experience the same or similar results. Client acknowledges that the Services provided are provided without any express or implied warranties of any kind.
General Disclaimer
Client acknowledges and agrees that Coach is not providing specific advice to Client with respect to their legal, financial, accounting, health or other advice as part of the Services. If Client desires professional services that exceed the scope of the Services, Coach strongly encourages Client to seek specific legal, business, accounting, or health advice from certified and/or licensed professionals. No specific client-professional relationship is formed as part of the Services.
Medical Disclaimer
Client acknowledges that Coach is providing Postpartum Coaching Services, however the Parties are not entering into a patient-healthcare-provider relationship. Coach is not acting in the capacity of a regulated healthcare provider. Client specifically acknowledges that Coach is not diagnosing or treating any illness or disease or prescribing any medications. Client confirms they are in good physical and mental health, sufficient to participate in the Services, and has consulted with their physician or other health care provider prior to participating in the Services.
Release, Waiver, and Indemnity
Client releases, indemnifies and saves harmless Coach, its directors, officers, agents, employees, contractors, volunteers, heirs, executors, administrators, successors, and assigns, as applicable (collectively, “Released Parties”) from any and all liability and damages arising from the Services, including financial damages or personal injuries, however caused, including negligence, during Client’s engagement of Coach for the Services. Client further agrees to forfeit all forms of legal recourse which may be available to Client, including but not limited to any form of damages, costs, losses or expenses as a result of the Services. Client acknowledges this release of liability is binding on Client’s heirs, executors and anyone else who may be able to bring a legal action on Client’s behalf in the future. This clause survives the expiration or early termination of this Agreement.
Limitation of Liability
In the event Coach is found liable for any reason for damages arising directly or indirectly from this Agreement, liability will be limited to the greatest extent possible in the governing jurisdiction and in no case exceed the Fee paid by Client to Coach.
Testimonials
Coach wants to help improve Client’s well-being while caring for their baby. If you have enjoyed the Services, Coach would greatly appreciate an honest written testimonial about your experience working together. Upon request, please provide Coach a written testimonial, photo (if applicable), and any other information that may be required, and in doing so Client permits Coach to use and share the materials provided in print or online and for any promotional and/or marketing purposes. If there are personal details Client wishes to exclude from the testimonial, such as full name, please notify Coach.
GENERAL
Relationship of Parties
Nothing in this Agreement will be understood to create an employment, joint venture or partnership relationship between Coach and Client.
Third-Party Authorization
Coach is permitted to hire, in their sole discretion, assistants, employees or third-party contractors to assist in delivering the Services.
Good Faith
Each Party agrees it has acted in good faith and will continue to do so during the Term of this Agreement. This extends to good faith during any dispute resolution process.
Governing Law and Jurisdiction
This Agreement is governed by and interpreted in accordance with the laws of Ontario and the federal laws of Canada where applicable. Any disputes arising directly or indirectly from this Agreement will be submitted and heard exclusively in the courts of Toronto, Ontario.
Dispute Resolution
In the event any dispute arises between the Parties in relation to this Agreement or a breach of this Agreement and the dispute is not resolved by negotiation, the Parties agree to submit the dispute for mediation prior to pursuing any other available remedy in relation to the dispute. The Parties may agree to virtual mediation, when available.
Force Majeure
Neither Party will be responsible for delays resulting from causes beyond their reasonable control, including without limitation fire, explosion, floods, storms, pandemics, state of emergency, hazardous situations, war, strike, or riot, and either Party may choose to excuse themselves from further performance of their obligations under this Agreement if such occurrence materially affects the performance of Services. The Party relying on Force Majeure will give the other Party reasonable notice of their desire to terminate or suspend the Services. Notwithstanding, all payments owing for Services rendered will remain due and payable with such amount to be determined by Coach.
Notice
Any notice to be given under this Agreement must be directed to the other Party using the contact information first set out above or as may otherwise be directed (“Notice”). For the purposes of this Agreement, e-mail will be considered sufficient for delivery of Notice. Notice will be deemed to be delivered on the date and time when the Notice is sent.
No Assignment
This Agreement may not be assigned by Client to any other party.
Severability
If any of the provisions of this Agreement are found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not, to the extent permitted by law, in any way be affected and will remain enforceable.
Waiver of Breach
The waiver by one Party of any breach of this Agreement by the other Party will not be taken to be a waiver of any future breaches by the breaching Party. The non-breaching Party reserves the right to exercise or enforce their rights at a later date.
Amendments
The Parties may only amend this Agreement by mutual written agreement.
Survival
Any term of this Agreement which addresses performance or observance following the early termination or expiration of this Agreement will survive and will continue to be in full force and effect. All things considered confidential during the Term will survive and always remain confidential.
Full Agreement
This Agreement, including “Schedule A” if applicable, constitutes the full agreement between the Parties and supersedes any prior negotiation, understanding or Agreement between the Parties, whether oral or written, on the matters contained in this Agreement.
Electronic Confirmation of Acceptance
By electronically confirming acknowledgment and acceptance of this Agreement, Client confirms they accept the terms and conditions set out above and that this will constitute a signed and legally binding Agreement.