SERVICES AGREEMENT
SOME STUFF THAT OUR LAWYERS TELL US WE NEED TO SHARE WITH YOU
Last Updated: May 28, 2020
PLEASE READ THIS AGREEMENT AND POLICY CAREFULLY BEFORE USING ANY OF THE SERVICES DESCRIBED BELOW. BY USING THE SERVICES YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND POLICY AND THAT YOU AGREE TO BE BOUND BY THEIR TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND POLICY, PROMPTLY EXIT THIS PAGE WITHOUT ACCESSING OR USING ANY OF THE SERVICES.
Definitions
As used herein, the following capitalized words have the following meanings:
1. Agreement. The word “Agreement” means this agreement and any subsequent modifications made thereto by the Parties.
2. Annual Subscription Fee. The words “Annual Subscription Fee” mean the fee of $199.95 (USD) for a 365-day period.
3. Monthly Subscription Fee. The words “Monthly Subscription Fee” mean the fee of $19.95 (USD) for a 30-day period.
4. Party and Parties. The words “Party” means either WYSE or You, and “Parties” means both WYSE and/or You.
5. Services. The word “Services” means each and all of the following, and shall not include any product, service or good other than what is detailed below:
- Mentoring. Weekly mentorship calls to inform, equip, empower and encourage You to get out of Your comfort zone and pursue Your dreams relentlessly.
- Accountability. On-going accountability consulting to prevent You from becoming complacent, push You to activate Your full potential, and help You transition from dreaming to achieving.
- Support. Support through articles, videos, and social media to help You grow, overcome barriers and acquire knowledge from professional coaches and entrepreneurs.
- Community. A community of like-minded people pursuing their dreams coming together to learn and grow together and encourage one another to maximize their potential.
- Q&A Call Sessions. Regular Q&A calls to discuss common challenges, ask questions directly to our mentors and coaches, and get the answers You need to continue Your journey towards success.
- Private Facebook Group. Private Facebook group to allow You to stay connected with our community, coaches, mentors, and the many new friends that You will make as You journey with WYSE. You understand that Facebook controls the Facebook Group platform and may, at its sole discretion, choose to temporarily or permanently suspend or delete the Facebook Group page without giving WYSE a choice. In the event that this happens, you agree not to hold WYSE liable in any way for your inability to access the Facebook Group.
6. Term. The word “Term” means the length of the time this Agreement will be in effect as between WYSE and You from the beginning to the end thereof.
7. WYSE. The word “WYSE” means Wysecoach, Inc., a California corporation.
8. You and Your. The word “You” means the Party to this Agreement subscribing to the Services, and “Your” means the possessive form of “You.”
Use of Services
Subject to the terms of this Agreement, WYSE grants to You a limited, personal, non-transferable, and non-exclusive right to use the Services during the Term. Your use of the Services shall be strictly in accordance with this Agreement. You are responsible for providing and maintaining all computer equipment and software and telecommunications services necessary to access the Services. Nothing in this Agreement grants or transfers to You any ownership rights in the Services, including the software and other intellectual property rights related to the Services.
Payment
For access to and use of the Service, You agree to pay either the Annual Subscription Fee or the Monthly Subscription Fee. You are responsible for any taxes, including personal property taxes or sales taxes, resulting from Your use of the Services. Payments must be made in advance of receiving any of the Services. In the event that You elect to pay for the Services with a credit or debit card, then, subsequent to Your payment of either the Annual Subscription Fee or the Monthly Subscription Fee, You agree that You will not notify the bank, financial institution, or other provider of Your credit or debit card to dispute the charge associated with the payment for the Services. In the event that a credit or debit charge is contested by You, You agree to the immediate termination of this Agreement without further notice and You further agree that WYSE is not responsible or obligated to provide You any Services. Payments not paid when due shall be subject to late charges equal to the lesser of (a) one and one-half percent (1.5%) per month of the overdue amount or (b) the maximum amount permitted under applicable law.
Your Obligations
You agree to comply with all of WYSE’s policies and procedures set forth on its website, including, but not limited to, its “Privacy” (https://wysecoach.com/privacy-policy/) and “Terms of Use” (https://wysecoach.com/terms-of-use/) policies, both of which are incorporated herein by this reference, in current use and as they may be amended from time to time, and all applicable laws and regulations, including, but not limited to, those related to pornography, obscenity, copyright, trademark, other intellectual property rights, data privacy, international communications, import and export regulations and tax laws and regulations. You agree to notify WYSE promptly if You suspect unauthorized use of Your account. Until You notify WYSE, You remain solely responsible for such unauthorized use and any damages that may result therefrom. You further agree to notify WYSE immediately in the event You become subject to any lawful order or process that would prohibit or limit Your use of the Services
Term and Termination
1. Initial Term and Renewal. The Term of this Agreement shall commence upon Your acceptance of this Agreement and shall continue for a period of twelve (12) months, unless earlier terminated as provided in this Agreement. After the first twelve (12) months, then, provided You continue to make the payments required under this Agreement, this Agreement will continue until terminated by either Party in accordance with this Agreement.
2. Termination by You. You may terminate this Agreement for any reason by upon providing WYSE written notice thirty (30) days prior to the date of termination.
3. Termination by WYSE. WYSE may at any time and without advance notice modify or restrict Your use of the Services if WYSE determines, in its sole discretion, that Your use of the Services: (1) results in a violation of any term or condition of this Agreement, including, but not limited to, WYSE’s Privacy Policy and Terms of Use; (2) violates any laws, regulations, court orders, or other governmental request or order which requires immediate action; (3) violates any intellectual property rights of WYSE or a third party; (4) violates any export or import regulations; (5) is disruptive or causes a malfunction of the Services; or (6) may expose WYSE to potential legal liability. If You do not correct the violation within ten (10) days thereafter, WYSE may terminate this Agreement. WYSE may suspend or in its sole option terminate the Service if You fail to timely pay any amounts required under this Agreement.
Rights and Duties Upon Termination
Upon termination of this Agreement, all rights to the Services terminate immediately. You remain liable for the full monthly charge for the month during which Your Service is suspended or terminated and for any usage-based fees. If this Agreement is terminated, You agree not to re-register for or otherwise access the Services without WYSE’s prior written approval. WYSE and/or its agent may delete any data files associated with Your use of the Services upon termination of this Agreement.
Refund of Payment for Annual Subscriptions Terminated Early
In the event that You pay the Annual Subscription Fee for the Services and wish to terminate this Agreement prior to the end of the Term, then You agree to notify WYSE in writing of Your desire to terminate this Agreement. If You so properly notify WYSE of Your desire to terminate this Agreement prior to the expiration of the Term, then within thirty (30) days of WYSE’s receipt of such written notice, WYSE will refund You an amount equal to (a) the Annual Subscription Fee divided by 365 multiplied by (b) the number of days remaining in the Term of Your Agreement with WYSE. By way of example, if there are 100 days remaining in the Term when WYSE receives Your written notice of termination, then Your refund would be $54.78 because $199.95/365 = $.5478 and $.5478 x 100 = $54.78.
No Refund of Payment for Monthly Subscriptions
Unless otherwise agreed in writing by WYSE, there will be no refunds of Monthly Subscription Fees if You pay a Monthly Subscription Fee for the Services because WYSE has conducted an analysis of its potential damages stemming from an early termination of Services provided under a Monthly Subscription Fee and has made a genuine and non-pretextual effort to estimate a fair average compensation for the losses to be sustained from such an early termination. The results of such analysis and effort have demonstrated that the Monthly Subscription Fee is an adequate estimate of such damages.
No Other Services or Relationships
By signing this Agreement, You agree, understand, and acknowledge the following:
1. You are paying for the Services and no other service, good, or product;
2. This Agreement does not create any relationship between You and any officer, director, shareholder, agent, employee, or independent contractor of WYSE, or any person or entity related thereto;
3. None of the Services are accounting, construction, medical, legal, or other services for which a license is required under the laws of the State of California;
4. Regardless of who is an officer, director, shareholders, agent, employee, or independent contractor of WYSE, You agree that no attorney-client, doctor-patient, or clergy-penitent relationship is created by this Agreement; and
5. This Agreement does not create a partnership, joint venture, or employment relationship between WYSE and You, and that the nature of WYSE’s relationship to You is solely that of an independent contractor.
No Rights Granted
Nothing in this Agreement shall be construed as granting any rights under any patent, copyright or other intellectual property right of WYSE, nor shall this Agreement grant You any rights in or to WYSE’s intellectual property other than the limited right to review such intellectual property solely for the purpose of receiving the Services. Any breach of this paragraph by You shall be grounds for immediate termination of this Agreement including termination of the Services being provided to You. Due to the unique nature of WYSE’s intellectual property, You agree that monetary damages may be inadequate to compensate WYSE for any breach by You of the terms and conditions of this paragraph. Accordingly, You agree and acknowledge that any such violation or threatened violation may cause irreparable injury to WYSE and, in addition to any other remedies that may be available, in law, in equity or otherwise, WYSE shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by You.
Disclaimer of Warranties
THE SERVICES ARE PROVIDED AS-IS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. WYSE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE/NON-INFRINGEMENT. WYSE DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. WYSE DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, APPROPRIATENESS FOR A PARTICULAR TASK OR APPLICATION, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY WYSE OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. YOU ARE ENTIRELY RESPONSIBLE FOR AND ASSUME ALL RISK FOR USE OF THE SERVICES. WYSE IS NOT RESPONSIBLE FOR TRANSMISSION ERRORS OR CORRUPTION OR SECURITY OF INFORMATION CARRIED OVER TELECOMMUNICATION LINES.
Limitation of Liability
IN NO EVENT SHALL WYSE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOODWILL OR BUSINESS REPUTATION, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT OR THE SERVICES, OR FOR ANY CLAIM BY ANY THIRD PARTY (INCLUDING FOR INTELLECTUAL PROPERTY INFRINGEMENT), EVEN IF WYSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF WYSE TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO WYSE IN THE THREE MONTHS PRIOR TO THE EVENT CAUSING LIABILITY.
Uncensored Information
YOU UNDERSTAND THAT SOME CONTENT AND MATERIALS ON THE INTERNET ARE CREATED AND MAINTAINED BY THIRD PARTIES AND THAT PORTIONS OF SUCH MATERIALS MAY BE SEXUALLY EXPLICIT, OBSCENE, OFFENSIVE, OR ILLEGAL. IN NO EVENT SHALL WYSE BE LIABLE TO ANY PERSON OR ENTITY, EITHER DIRECTLY OR INDIRECTLY, WITH RESPECT TO ANY MATERIALS FROM THIRD PARTIES ACCESSED THROUGH THE SERVICES. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES AND THE INTERNET GENERALLY. WYSE DISCLAIMS ANY AND ALL RESPONSIBILITY FOR CONTENT CONTAINED IN ANY THIRD PARTY MATERIALS PROVIDED THROUGH HYPERLINKS.
Exclusive Remedy
Your sole right and exclusive remedy for breach of this Agreement by WYSE if You are dissatisfied for any reason with the Services is to terminate this Agreement as provided in this Agreement.
Indemnity
This Agreement shall be governed, construed, and interpreted in accordance with the laws of the State of California (without respect to principles of conflict of laws), and the Parties submit to jurisdiction and venue in the County of Los Angeles in the State of California in any legal proceeding necessary to interpret or enforce this Agreement or any part of it.
Choice of Law and Venue
Your sole right and exclusive remedy for breach of this Agreement by WYSE if You are dissatisfied for any reason with the Services is to terminate this Agreement as provided in this Agreement.
Counterparts
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
General Terms
- Except as provided in this Agreement, any changes to this Agreement must be in writing and signed by WYSE and You. Your rights and obligations under this Agreement may not be assigned or transferred without written permission of WYSE. If any provision of this Agreement is determined to be invalid, all other provisions will remain in force. Notice or other communication between You, and/or WYSE, may be given by conventional first-class mail or by e-mail and are effective on the date received.
YOU ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY CHOOSE NOT TO BECOME A USER OF THE SERVICES.
