Service Agreement

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INTRODUCTION

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THIS SERVICES AGREEMENT (the “Agreement”) is by and between: Stand Up Coaching (Trading as Social Fitness) (the “Company”), and yourself (the “Client”) who has, or is about to, purchase a product from the website www.socialfitness.au, (collectively referred to herein as the “Parties,” and individually as a “Party”).

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By using this Website, you agreed to accept this entire service agreement. You must not use this Website if you disagree with any parts of this service agreement. 

 

Minors or people below 18 years old are not allowed to use this Website.

 

NOW, THEREFORE, the Parties agree as follows:

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ENTIRE AGREEMENT​

 

This agreement constitutes the entire agreement between Company and Client in relation to your use of Client's paid products, as purchased from this website, and supersede all prior agreements and understandings.

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TERMS OF SERVICE​

 

This Agreement is effective upon the Client purchasing a product from this website (the “Effective Date”) and shall remain in effect until it is canceled by the Company or the Client (the “Term”).

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GOVERNING LAW & FORUM

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This Agreement shall be construed in accordance with the laws of the State of NSW in Australia, without regard to conflict of laws rules. Venue shall be in a court of competent jurisdiction in the State of NSW, and both Parties expressly consent to jurisdiction in such courts.

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SERVICE DESCRIPTION & COMPENSATION TO COMPANY

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Company will provide the Services as describe on this webiste and in accordance with the defined compensation rates provided below under "Compensation of Company".

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Survival

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The Client’s obligations under the following three paragraphs shall survive the expiration of this Agreement.

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Payments

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In consideration for the Services, Client shall pay Company as per the price and payment frequency at the selected product at checkout on this website. All fees paid by Client to Company are non-refundable. All fees paid by Client to Company shall be paid via Stripe (Includes VISA, Mastercard, American Express & Union Pay) .

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Contingencies

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Client acknowledges and agrees that fees and/or costs for Services are NOT contingent upon achieving any particular goals, metrics, and/or operating results.

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Payments

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In the event Client fails to pay any portion of an payment within ten (10) business days of the agreed payment date, a late payment penalty of five percent (5%) will be assessed for every week (including partial weeks) such payment is delayed.

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Coaching Sessions​

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​Coaching call will be conducted at the time specified by Phil and are subject to change. 

 

Calls will run for approximately one hour, unless outline otherwise.

 

Missed sessions without 24 hours notice from Client to Company will not be rescheduled.

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TERMINATION​

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Company may, in its sole discretion, terminate or suspend Client access or refuse service at any time, without notice, to all or part of the Service for any or no reason, including, without limitation, breach of these Terms of Service or the repeated infringement of copyrights owned by third parties.

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Company, including, without limitation, its authorized agents and employees may terminate your use of the Website without notice in the event that you breach any obligation in this service agreement, including but not limited to,

1. restricting, inhibiting or disrupting any Company event; or

2. attempting to alter or improperly access any feature or function of the Website. Your access may also be subject to termination if you post or transmit any illegal content; harass or threaten any user of the Website or Company employee; post content (including, but not limited to, the creation of usernames) that is offensive or otherwise disruptive of Website activities; post unsolicited advertising; or improperly impersonate a Company employee or other individual.

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INDEPENDENT CONTRACTOR STATUS

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Company is an independent contractor with respect to its relationship to Client. Neither Company nor Company’s employees and/or agents are or shall be deemed for any purpose to be employees of Client. Client shall not be responsible to Company, Company’s employees and/or agents, or any governing body for any payroll taxes related to the performance of the Services.

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LIMITATION OF LIABILITY

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Under no circumstances shall Company, nor any of it's officers, directors and employees, be liable to Client or any third party for indirect, incidental, consequential, special or exemplary damages (even if that party has been advised of the possibility of such damages), arising from the Services herein contemplated or any provision of this Agreement, such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery, or liabilities to third-parties arising from any source. Company’s total liability hereunder shall be limited to the fees paid by Client to Company for the Services (excluding any amounts paid by Client to Company which were utilized to pay for third-party services).

1. Company shall not be responsible to you or any third parties for any direct or indirect, consequential, special, punitive or exemplary damage or loss incurred in connection with use of the service, the website software or any of the materials provided by Company or third parties through the service, or any damage or loss interruptions, deletions of files, errors, defects, delays in performance of the service or the website software, regardless of the claim as to the nature of the cause of action, even if Company has been advised of the possibility of such damage or loss. Some jurisdictions may not allow the exclusion or limitation of incidental or consequential damages, so the above exclusions shall only apply to the extent permissible under applicable law.

2. Company shall not be liable in any way whatsoever (including, but not limited to, negligence) for any special or consequential damages resulting from either your use of the site or your inability to use it or from your use of any site linked from or to the site. This limitation includes any circumstance in which Company or its representative has been advised of potential liability. Certain applicable laws may not allow all the limitations of liability described herein. Should that be the case, Company's total liability to you for losses, damages, causes of action, and/or negligence shall not exceed the total amount paid by you (if any) to access the site.

3. To the fullest extent permissible under applicable law, Company's aggregate liability, and the aggregate liability of our licensors, to you or any third parties in any circumstance is limited to One Hundred Australian Dollars ($100).

4. By using the site you waive any claim whatsoever against Company which arises from your use, whether intended or not, of any other site. This waiver specifically includes any claim arising from a product and/or service which you purchase from any site other than Company's and any claim arising from security of information (including, but not limited to credit card information) which you use on this site. In addition, the Company assumes no responsibility for any content which you find on sites that link either to or from the site. This includes responsibility for the accuracy or compliance with any laws and for any viruses or other harmful things which may be contained in these sites. Nor is the Company responsible should any site link you to a site which you find offensive. The Company does not endorse or warrant the quality of any goods you buy from any site other than the site.

5. Disclaimer: The Company makes no warranties of any kind (either expressed or implied) concerning the materials on the site. Further, the Company does not warrant that transmission of the materials will not be interrupted nor does it warrant that the materials will contain no errors nor that they will be accurate. The Company does not warrant that the site itself or the server which transmits it will be free of viruses or anything else that might be harmful. Nor do we warrant that any defects will be corrected. You alone assume all risk associated with use of the site, including the full cost of any necessary repair or service to your computer

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INDEMNITY

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Client agrees to defend, indemnify, and hold harmless Company and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third-party claims, demands, liabilities, costs and expenses, including reasonable attorneys’ fees, costs and expenses resulting from Client’s material breach of any duty, representation or warranty under this Agreement.

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INTELLECTUAL PROPERTY

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Other than the content you own, under these Terms, Company and/or its licensors own all the intellectual property rights and materials contained in this Website.

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You are granted limited license only for purposes of viewing the material contained on this Website.

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RESTRICTIONS​

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You are specifically restricted from all of the following:

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• publishing any Website material in any other media;

• selling, sublicensing and/or otherwise commercializing any Website material;

• publicly performing and/or showing any Website material;

• using this Website in any way that is or may be damaging to this Website;

• using this Website in any way that impacts user access to this Website;

• using this Website contrary to applicable laws and regulations, or in any way may cause harm to the Website, or to any person or business entity;

• engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to this Website;

• using this Website to engage in any advertising or marketing.

 

Certain areas of this Website are restricted from being access by you and Company may further restrict access by you to any areas of this Website, at any time, in absolute discretion. Any user ID and password you may have for this Website are confidential and you must maintain confidentiality as well.

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DISCLAIMER OF WARRANTIES

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Notwithstanding anything to the contrary in this Agreement, Company makes no and disclaims all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose with respect to the Services to the extent permitted by applicable law. Client hereby disclaims that it is relying upon or has relied upon any representations or warranty not included in this Agreement that may have been made by any person, and acknowledges and agrees that Company disclaims any such other representations and warranties.

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ASSIGNMENT

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This Agreement is not assignable, in whole or in part, by the Client. Any attempt to make such an assignment shall be void. The Company is allowed to assign, in whole or in part, without any notification.

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SEVERABILITY

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If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.

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COMPLETE AGREEMENT & AMENDMENT

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This Agreement supersedes all prior agreements and understandings between the Parties for performance of the Services and constitutes the complete agreement and understanding between the Parties. The Parties may only amend this Agreement in a written document signed by both Parties.

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YOUR CONTENT​

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In this service agreement, “Your Content” shall mean any audio, video text, images, or other material you choose to display on this Website or as captured during Comany classes, meetings or events as per the product Client has selected from this website. By displaying Your Content, you grant Company a non-exclusive, worldwide irrevocable, sub licensable license to use, reproduce, adapt, publish, translate and distribute it in any and all media.

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Client grants Company permission to use Client’s name, logo and photos from classes, meetups and any live events in any marketing materials of Company.

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Your Content must be your own and must not be invading any third-party’s rights. Company reserves the right to remove any of Your Content from this Website at any time without notice.

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VARIATION OF AGREEMENT

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Company is permitted to revise these Terms at any time as it sees fit, and by using this Website you are expected to review these Terms on a regular basis.

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FORCE MAJEURE

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A Party shall not be considered in breach of or in default under this Agreement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party’s reasonable control (each a “Force Majeure Event”); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable: (a) notify the other Party of the Force Majeure Event and its impact on performance under this Agreement; and (b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder.

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THE PARTIES HERE TO AGREE TO THE FOREGOING AS EVIDENCED BY THE CLIENT TICKING THE BOX DURING PRODUCT PURCHASE CHECKOUT.

 

CONSENT POLICY

 

Client shall read, understand and agree to abide by the NSW affirmative consent laws as outlined here Make no doubt | NSW Government or if Client is outside of NSW, Client shall read, understand and agree to abide by the consent laws in their relevant juristiction.