Terms and Conditions
I. The Parties. This Service Agreement (the “Agreement”) made on the date of purchase of Services (“Effective Date”), is by and between:
· Service Provider: Aeon Yoga & Wellness Services L.L.C.
-AND-
· Client: The persons, parties, or businesses using the website or completing a checkout and payment.
Service Provider and Client are each referred to herein as a “Party” and, collectively, as the "Parties."
WHEREAS FOR AND IN CONSIDERATION of the mutual promises and agreements contained herein, the Client hires the Service Provider to work under the terms and conditions hereby agreed upon by the Parties:
II. The Service. The Service Provider agrees to provide the Service paid for by the Client, including but not limited to Onsite Yoga, Yoga & Wellness Retreats, Workshops, and other Customized Requests. Hereinafter known as the “Service”.
The Service Provider shall provide, while providing the Service, that he/she/they shall comply with the policies, standards, and regulations of the Client, including local, State, and Federal laws and to the best of their abilities.
III. Term. The term of this Agreement shall commence on the Effective Date and terminate upon whichever of the following three criteria occurs first:
· Delivery of all Services by the Service Provider to the Client detailed within Client’s purchase of Services
· One year from the Effective Date
· At-will with a written two weeks’ (10 business days) notice provided by the Client or by the Service Provider
o Provided by the Client: At-will termination by the Client will result in an end to the terms within this Agreement upon the termination date. The Client will forfeit all paid-for Services with no return in Compensation.
o Provided by the Service Provider: At-will termination by the Service Provider will result in an end to the terms within this Agreement upon the termination date. Any Services that have been paid for by the Client and remain unused at the time of termination by the Service Provider will be refunded at the rate at which they were paid for.
IV. Payment Amount. The Client agrees to pay the Service Provider the compensation for the Service(s) performed under this Agreement. Hereinafter known as the “Payment Amount”.
· [Service(s) selected] x [Number of Services selected] – [Applicable Discount(s)] = Payment Amount.
· Payment Amount for a particular instance is specified within the associated invoice.
V. Payment Method. Hereinafter known as the “Payment Method”. The Client shall pay the Service Provider the Payment Amount via Credit/Debit Card, Check, or ACH Direct Debit. Payment Amount and Payment Method collectively shall be referred to as “Compensation”.
VI. Payment Timing. The Client is required to pay the full Payment Amount two full weeks (10 business days) prior to the date and time of the first Service. All Services must be paid for in full for discounts to be applied and for Services to be provided. The Service Provider will accept multiple payments from the Client and honor any applicable discounts if the multiple payments meet the Payment Amount two full weeks (10 business days) prior to the date of first Service.
VII. Inspection of Services. Any Compensation shall be subject to the Client inspecting the completed Services of the Service Provider. If any of the Services performed by the Service Provider pursuant to this Agreement are defective or incomplete, the Client shall have the right to notify the Service Provider within one year of the Effective Date, at which time the Service Provider shall promptly correct such work within a reasonable time.
VIII. Return of Property. Upon the termination of this Agreement, all property provided by the Client, including, but not limited to, cleaning supplies, uniforms, equipment, and any other items must be returned by the Service Provider. Failure to do so may result in a delay in any final payment made by the Client.
IX. Time is of the Essence. Service Provider acknowledges that time is of the essence in regard to the performance of all Services. The Client acknowledges that Services must be scheduled and utilized within one year of the Effective Date. The Client will provide a minimum of two weeks (10 business days) lead time when scheduling any Services.
X. Cancellations and Reschedules. The Client must provide the Service Provider with a 24-hour written notice of cancellation or intent to reschedule for any scheduled Service. Failing to provide a 24-hour written notice of cancellation or intent to reschedule will result in the forfeiture of both the Service and the Compensation for that Service. Any notice of cancellation or intent to reschedule provided outside of 24 hours will grant the Client the right to retain the Service for use at a future date.
XI. Limitation of Liability & Assumption of Risk. The Client acknowledges that yoga classes and related activities provided by the Service Provider involve physical activity which can be strenuous and may include physical contact or adjustments by the instructor. The Client understands and accepts all risks associated with participation in these activities, including the risk of injury, strain, or other physical harm. To the fullest extent permitted by law, the Service Provider, its officers, directors, employees, agents, and instructors shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages, or any other damages of any kind, whether in contract, tort, or otherwise, arising out of or in connection with the provision of onsite yoga classes or related activities. This limitation applies even if the Service Provider has been advised of the possibility of such damages.
XII. Medical Clearance. The Client agrees to ensure that all participants in the onsite yoga classes are in good physical health and do not have any medical conditions that would contraindicate their participation. The Client acknowledges that it is the responsibility of each participant to consult with a physician or other qualified healthcare provider prior to engaging in the yoga activities.
XIII. Indemnification, Waiver, and Release. By entering into this service agreement, the Client agrees to waive, release, and discharge the Company, its officers, directors, employees, agents, and instructors from any and all claims, demands, liabilities, and causes of action arising out of or related to participation in onsite yoga classes or activities, including any claims for personal injury, property damage, or loss. The Client agrees to indemnify and hold harmless the Company, its officers, directors, employees, agents, and instructors from any and all claims, liabilities, damages, costs, or expenses (including reasonable attorneys' fees) arising out of or related to the Client’s participation in or facilitation of onsite yoga classes or activities.
XIV. Confidentiality. Service Provider acknowledges and agrees that all financial and accounting records, lists of property owned by Client, including amounts paid, therefore, client and customer lists, and any other data and information related to the Client’s business is confidential (“Confidential Information”). Therefore, except for disclosures required to be made to advance the business of the Client and information which is a matter of public record, Service Provider shall not, during the term of this Agreement or after its termination, disclose any Confidential Information for the benefit of the Service Provider or any other person, except with the prior written consent of the Client.
a. Return of Documents. Service Provider acknowledges and agrees that all originals and copies of records, reports, documents, lists, plans, memoranda, notes, and other documentation related to the business of the Client containing Confidential Information shall be the sole and exclusive property of the Client and shall be returned to the Client upon termination of this Agreement or upon written request of the Client.
b. Injunction. Client agrees that it would be difficult to measure damage to the Client's business from any breach by the Service Provider under this Section; therefore, any monetary damages would be an inadequate remedy for such breach. Accordingly, the Service Provider agrees that if he/she/they should breach this Section, the Client shall be entitled to, in addition to all other remedies it may have at law or equity, to an injunction or other appropriate orders to restrain any such breach, without showing or proving actual damages sustained by the Client.
c. No Release. Service Provider agrees that the termination of this Agreement shall not release him/her/they from the obligations in this Section.
XV. Taxes. Service Provider shall pay and be solely responsible for all withholdings, including, but not limited to, Social Security, State unemployment, State and Federal income taxes, and any other obligations. In addition, Service Provider shall pay all applicable sales or use taxes on the labor provided and materials furnished or otherwise required by law in connection with the Services performed.
XVI. Independent Contractor Status. Service Provider acknowledges that he/she/they are an independent contractor and not an agent, partner, joint venture, nor an employee of the Client. The Service Provider shall have no authority to bind or otherwise obligate the Client in any manner, nor shall the Service Provider represent to anyone that it has a right to do so. The Service Provider further agrees that in the event the Client suffers any loss or damage as a result of a violation of this provision, the Service Provider shall indemnify and hold harmless the Client from any such loss or damage.
XVII. Safety. Service Provider shall, at his/her/their own expense, be solely responsible for protecting its employees, sub-Service Providers, material suppliers, and all other persons from risk of death, injury or bodily harm arising from or in any way related to the Services or the site where it is being performed (“Work Site”). In addition, Service Provider agrees to act in accordance with the rules and regulations administered by federal law and OSHA. Service Provider shall be solely responsible and liable for any penalties, fines, or fees incurred.
XVIII. Alcohol and Drugs. Service Provider agrees that the presence of alcohol and drugs are prohibited on the Work Site and while performing their Services. If the Service Provider or any of their agents, employees, or subcontractors are determined to be present or with alcohol or drugs in their possession, this Agreement shall terminate immediately.
XIX. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of heirs, personal representatives, successors, and assigns of the Parties. Any provision hereof which imposes upon the Service Provider or Client an obligation after termination or expiration of this Agreement shall survive termination or expiration hereof and be binding upon the Service Provider or Client.
XX. Default. In the event of default under this Agreement, the defaulted Party shall reimburse the non-defaulting Party or Parties for all costs and expenses reasonably incurred by the non-defaulting Party or Parties in connection with the default, including, without limitation, attorney’s fees. Additionally, in the event a suit or action is filed to enforce this Agreement or with respect to this Agreement, the prevailing Party or Parties shall be reimbursed by the other Party for all costs and expenses incurred in connection with the suit or action, including, without limitation, reasonable attorney’s fees at the trial level and on appeal.
XXI. No Waiver. No waiver of any provision of this Agreement shall be deemed or shall constitute a continuing waiver, and no waiver shall be binding unless executed in writing by the Party making the waiver.
XXII. Governing Law/Venue. This Agreement shall be governed by and shall be construed in accordance with the laws in the State of California. The Parties agree to submit to the exclusive jurisdiction of the federal or state courts located in Orange County, California.
XXIII. Severability. If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
XXIV. Entire Agreement. This Agreement constitutes the entire agreement between the Parties to its subject matter and supersedes all prior contemporaneous agreements, representations, and understandings of the Parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all Parties.
XXV. Force Majeure. Neither Party will be liable for any failure or delay in performing an obligation under this Agreement that is due to any of the following causes, to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, generalized lack of availability of raw materials or energy.
For the avoidance of doubt, Force Majeure shall not include (a) financial distress nor the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a party's financial inability to perform its obligations hereunder.
IN WITNESS WHEREOF, the Parties hereto agree to the above terms.