Terms and Condition

 Coach-Client Relationship. As a condition of participation in the Program, Client acknowledges and agrees to the following terms and conditions. 
 

1. Client is solely responsible for creating and implementing his/her own physical, mental and emotional well-being, decisions, choices, actions and results arising out of or resulting from the coaching relationship and his/her coaching calls and interactions with the Coach. As such, Client agrees that Coach is not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of any services provided by Coach. Client understands coaching is not therapy and does not substitute for therapy if needed, and does not prevent, cure, or treat any mental disorder or medical disease. 
    
2. Client further acknowledges that he/she may terminate or discontinue the coaching relationship at any time subject to the terms of this Agreement. 
    
3. Client acknowledges that coaching is a comprehensive process that may involve different areas of his or her life, including work, finances, health, relationships, education and recreation. Client agrees that deciding how to handle these issues, incorporating coaching principles into those areas and implementing choices is exclusively Client's responsibility and decision. 
    
4. Client acknowledges that coaching does not involve the diagnosis or treatment of mental disorders as defined by the American Psychiatric Association and that coaching is not to be used as a substitute for counseling, psychotherapy, psychoanalysis, mental health care, substance abuse treatment, or other professional advice by legal, medical or other qualified professionals and that it is Client's exclusive responsibility to seek such independent professional guidance as needed. If Client is currently under the care of a mental health professional, it is recommended that Client promptly inform the mental health care provider of the nature and extent of the coaching relationship agreed upon by the Client and Coach. 
    
5. Client understands that in order to enhance the coaching relationship, the Client agrees to communicate honestly, be open to feedback and assistance and to create the time and energy to participate fully in the program. 
    
6. Client agrees to comply with any and all Program policies, procedures, and rules of behavior that Coach may establish from time to time, and any other Program expectations, details or standards of conduct attached hereto as Addendum 2.  

Confidentiality. Client acknowledges and agrees that the Coach-Client relationship is not considered a legally confidential relationship (like the medical and legal professions) and thus communications are not subject to the protection of any legally recognized privilege. Notwithstanding the foregoing, Coach agrees not to disclose any information pertaining to the Client without Client's written consent. Coach will not disclose the Client's name as a reference without Client's consent. Furthermore, the Parties agree that each shall treat as confidential the terms of this Agreement and all information provided by a Party to the other regarding such Party's business and operations, and personal, financial and business information including without limitation financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, business plans, program modules and materials, and any other information that by its nature and the circumstances should reasonably be considered to be confidential information, in all cases including, but not limited to, information regarding a Party's technology, strategy, operations, finances, sales, transactions, customers, and information maintained in internal-only documentation or web sites (collectively, "Confidential Information"). Except as may be otherwise required in carrying out the terms of this Agreement, all Confidential Information shall not be disclosed to any third party without the prior consent of such providing Party. For purposes of this Agreement, Confidential Information does not include information that: (a) was in the Coach's possession prior to its being furnished by Client; (b) is generally known to the public or in Client's industry; (c) is obtained by Coach from a third party, without breach of any obligation to Client; (d) is independently developed by Coach without use of or reference to the Client's confidential information; or (e) Coach is required by statute, lawfully issued subpoena, or by court order to disclose; (f) is disclosed to Coach and as a result of such disclosure Coach reasonably believes there to be an imminent or likely risk of danger or harm to Client or others; and (g) involves illegal activity. Client also acknowledges his or her continuing obligation to raise any confidentiality questions or concerns with Coach in a timely manner. 
 

 Indemnification. Client agrees at all times to defend, indemnify and hold harmless Coach, as well as any of Coach's affiliates, agents, contractors, officers, directors, shareholders, employees, joint venture partners, successors, transferees, assignees, and licensees, as applicable, from and against any and all claims, causes of action, damages, liabilities, costs and expenses, including legal fees and expenses, arising out of or related to Coach's products, Programs, Services or Program Materials, or Client's breach of any obligation, warranty, representation or covenant set forth in this Agreement or in any other agreement with Coach. 

 Limitation of Liability. Except as expressly provided in this Agreement, Coach makes no guarantees, representations or warranties of any kind or nature, express or implied with respect to the Services rendered. As further set forth herein, in no event shall Coach be liable to Client for any indirect, consequential or special damages. Consistent with the terms of this Section, notwithstanding any damages that Client may incur, Coach's entire liability under this Agreement, and Client's exclusive remedy, shall be limited to the amount actually paid by the Client to Coach under this Agreement for all Services rendered through and including the termination date. EXCEPT FOR LIABILITY ARISING UNDER INDEMNIFICATION, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF OR WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR AMOUNT OWED AND LIABILITY ARISING UNDER INDEMNIFICATION PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY EXCEED COMPENSATION PAID TO COACH UNDER THIS AGREEMENT. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. 

 Dispute Resolution. In the event that a dispute related to this Agreement arises between the Parties, the Parties agree that each Party shall negotiate in good faith and attempt to resolve such dispute within thirty (30) days following the date that a Party gives written notice of such dispute to the other Party. In the event that the Parties are unable to reach an agreement or resolution of such dispute with such thirty (30) day period, or such longer period as the Parties may agree in writing, then any claim, controversy, action or proceeding arising out of or based upon this Agreement or the Services provided hereunder may be instituted solely in arbitration with the American Arbitration Association ("AAA"), and each Party irrevocably submits to the exclusive jurisdiction of the AAA in any such dispute, action or proceeding. Such arbitration shall be held in Denver, Colorado and the substantially prevailing Party shall be entitled to recover reasonable attorneys' fees and arbitration costs. For avoidance of doubt, the substantially prevailing Party shall be the Party who obtained substantially the same remedy as requested, whether by judgment, appeal, settlement, or award. 
 

Intellectual Property. 
 

1. Client Work Product. Consistent with the provisions of Section 9(c) and Section 9(d), the Parties agree that Client will hold all intellectual property rights in any of the work products that Client produces as a result from participating in Coach's Products, Programs, or Services including but not limited to copyright and trademark rights. 
    
2. License to Coach. By posting or submitting any material on or through Coach's Products, Programs, Services or Program Materials, such as comments, posts, photos, images or videos or other contributions, Client represents that he/she is the owner of all such materials and that he/she is at least 18 years old. 
    
3. Coach Work Product. It is agreed that all information, materials, programs, modules, data, specifications, calculations, notes and other documents produced for Client in any form shall be considered instruments of services and shall be the property of Coach, free and clear of all claims thereto by Client, that Client shall retain no claim of authorship therein, and that Coach shall retain ownership and all property interests therein, including copyrights and trademarks thereto. 
    
4. Limited License. As part of Client's participation in the Program, Coach grants Client a limited, non-exclusive, non-transferable license, subject to the terms of this Agreement, to access and use any Program Materials, and related content, materials, and information (collectively, the "Coach Content") solely for approved purposes as permitted by Coach from time to time. Any other use of the Coach Content is expressly prohibited and all other right, title, and interest in the Coach Content is exclusively the property of Coach. Client agrees not to copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Coach Content, in whole or in part. 

 No Guarantees. Client understands that Coach does not and cannot make any guarantees about Client's success in the Program or any other financial, personal, business or other outcomes, including any future earnings, resulting from the Services or the Program. No language or provision in this Agreement or any related proposal shall be construed as a guarantee or warranty of any type by Coach, including, without limitation, Client's personal, financial, relationship or business success or growth, the amount of money, funds or promotions that Client may earn as a result of the Program or Services, or anything relating to the scope of work or quality of work by Coach pursuant to this Agreement. Client acknowledges and agrees that Coach is not providing any legal, medical, financial, or mental or behavioral health advice as part of the Services or the Program. 

Disclaimers. Except as expressly set forth in this Agreement, the Services are provided on an "as is" and "as available" basis without any warranties, express or implied, including, without limitation, implied warranties of merchantability or fitness for a particular purpose, and Coach expressly disclaims all warranties. Client agrees and understands that Coach has no fiduciary duty to Client. 

Assumption of Risk. Client hereby acknowledges and understands that there are risks associated with the participation in the Program and receipt of the Services, which include but are not limited to potential negative career, personal, financial and business impacts, financial loss, or potential outcomes or opportunities that do not occur as Client may intend or hope that result from decisions that Client may make due to the Services or advice from Coach. Customer acknowledges and understands these risks, agrees to assume them, and waives any and all rights to seek compensation, restitution, or indemnification for any injuries, claims, or damages that might arise from said risks. 
 

. Miscellaneous.  

1. No Assignment. Neither Party may assign or transfer its rights and obligations under this Agreement without prior written approval of the other, except that Coach may assign this Agreement to an affiliate of Coach or to any successor to all or substantially all of such Coach's business and assets upon written notice to Client. 
    
2. Force Majeure. Neither Party shall be in default by reason of any failure in performance of this Agreement if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control or foreseeability of such Party, including but not limited to, acts of God or of the public enemy, U.S. or foreign governmental acts in either a sovereign or contractual capacity, fire, flood, epidemic, restrictions, strikes, and/or freight embargoes. 
    
3. No Waiver. Any failure by either Party to detect, protest, or remedy any breach of this Agreement shall not constitute a waiver or impairment of any such term or condition, or the right of such Party at any time to avail itself of such remedies as it may have for any breach or breaches of such term or condition. A waiver may only occur pursuant to the prior written express permission of an authorized officer of the other Party. 
    
4. Notices. All notices, communications, and deliveries under this Agreement (other than routine support calls) must be made in writing, signed by the Party making the same, must specify the Section under this Agreement pursuant to which it is given or being made (if applicable), and will be given or made to the address(s) specified on the signature page to this Agreement. 
    
5. Severability. If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect. 
    
6. Governing Law. This Agreement and the rights of the Parties hereunder shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to conflicts of laws provisions thereof. 
    
7. Entire Agreement; Conflicts. This Agreement, together with the Addendums attached hereto, contains the entire agreement of the Parties hereto with respect to the subject matter herein, and supersedes all prior discussions, negotiations, understanding, and written and oral agreements between the Parties concerning this subject matter. In the event of a conflict between the terms and conditions of this Agreement, or any exhibit hereto, the terms and conditions of this Agreement shall govern and control the point in conflict. 
    
8. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be deemed to create any partnership, joint venture, employment, or other association between the Parties. The Parties acknowledge that neither Party has any right or authority, express or implied, to assume or create any obligation of any kind on behalf of the other Party. 
    
9. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 
    
10. Amendment. This Agreement may not be altered or amended, nor any rights hereunder waived, except by a written agreement executed by the Parties. 
     
11. Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one agreement. Each Party hereby agrees that facsimile or electronic signatures shall be valid and binding on the Parties. 

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Billing and Refund Policy

Manifest That Shift is a monthly subscription. Clients will have access to the membership on a month to month basis for as long as they wish to remain in the membership. You are not obligated to remain for any specific time frame and can subscribe and unsubscribe at anytime. There are no late fees for billing. The billing system will give the client an 8 day grace period to process their monthly payment. If there is a failure to pay, their account will be terminated after the 8 day grace period. 

There are no refunds provided on our digital products and memberships. It is up to the client to determine when they would like to unsubscribe from the monthly membership. No usage on the account does not qualify as a reason for refunds, as it is up to client to determine how long they wish to remain in the membership. By enrolling into Manifest That Shift, you as the client understand that it is fully your responsibility to keep your account in good standing, or to  terminate the account as you wish. To unsubscribe from Manifest That Shift you can log in on a computer or desktop to access your membership  and go to your settings in the top right corner, select 'billing' - select 'active subscriptions' - select 'cancel subscription'.

You will have access to your account until the end of your billing cycle. If a discount code is being used that provides the first month free you will need to cancel your account before the end of the billing cycle because you will be charged for the next month and no refunds will be provided.