INNER SOUL WELLBEING, LLC
GENERAL TERMS AND CONDITIONS OF SALE
Applicability.
These terms and conditions of sale (these "Terms") are the only terms that govern the provision of goods and services by Inner Soul Wellbeing, LLC ("Inner Soul Wellbeing") to each client and customer ("Client").
The accompanying confirmation of coaching services (the "Service Confirmation") and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Service Confirmation, these Terms shall govern, unless the Service Confirmation expressly states that the terms and conditions of the Service Confirmation shall control.
These Terms prevail over any of Client's general terms and conditions regardless whether or when Client has submitted its request for proposal, order, or such terms. Provision of services to Client does not constitute acceptance of any of Client's terms and conditions and does not serve to modify or amend these Terms.
CLIENT IS OBLIGED TO CAREFULLY READ THIS AGREEMENT BEFORE ACCEPTING IT AND PURCHASING THE GOODS AND USING THE SERVICES OF INNER SOUL WELLBEING. CLIENT AGREES THAT CLIENT’S PURCHASE OF GOODS AND USE OF THE SERVICES ACKNOWLEDGES THAT CLIENT HAS READ THIS AGREEMENT, UNDERSTOOD IT, AND AGREED TO BE BOUND BY IT.
Services and Goods.
Inner Soul Wellbeing shall provide the services to Client as described in the Service Confirmation (the "Services") in accordance with these Terms.
The goods include the products referenced and agreed upon in the invoice, such as essential oils (“Goods”). Client’s purchase of Goods includes ownership and assumption of responsibility after delivery.
Performance Dates. Inner Soul Wellbeing shall use reasonable efforts to meet any performance dates specified in the Service Confirmation, and any such dates shall be estimates only.
Client's Obligations. Client shall:
cooperate with Inner Soul Wellbeing in all matters relating to the Services and provide such access to Client's premises as may reasonably be requested by Inner Soul Wellbeing, for the purposes of delivering the Goods and/or performing the Services , including, but not limited to, a safe and secure work environment, void of injury and damages, at the site of the Services and unobstructed access to the site of the Services.
respond promptly to any Inner Soul Wellbeing request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Inner Soul Wellbeing to deliver Goods and perform Services in accordance with the requirements of this Agreement;
acknowledge and agree with the Inner Soul Wellbeing Release available on Inner Soul Wellbeing website at https://innersoulwellbeing.com/release;
acknowledge and agree with the Inner Soul Wellbeing Privacy Policy available on Inner Soul Wellbeing website at https://innersoulwellbeing.com/privacy-policy;
provide such Client materials or information as Inner Soul Wellbeing may request to deliver the Goods and carry out the Services in a timely manner and ensure that such Client materials or information are complete and accurate in all material respects; and
obtain and maintain all necessary consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
Client's Acts or Omissions. If Inner Soul Wellbeing's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or its agents, Inner Soul Wellbeing shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.
Fees and Expenses.
In consideration of the provision of the Goods and Services by Inner Soul Wellbeing and the rights granted to Client under this Agreement, Client shall pay the fees set forth in the Service Confirmation.
Standard fees for Goods and Services are listed on Inner Soul Wellbeing website at https://innersoulwellbeing.com/energy-healing.
All fees are nonrefundable.
Client agrees to reimburse Inner Soul Wellbeing for all reasonable travel and out-of-pocket expenses incurred by Inner Soul Wellbeing in connection with the delivery of goods and performance of the Services.
Payment Terms; Interest on Late Payments.
Client shall timely pay all fees due to Inner Soul Wellbeing as required upon booking and/or upon delivery of Goods and Services.
Client shall make all payments hereunder in US dollars by cash, check or a payment processing system as selected by Inner Soul Wellbeing.
In the event payments are not received by Inner Soul Wellbeing after becoming due, Inner Soul Wellbeing may:
charge interest on any such unpaid amounts at a rate of 2.5% per month or, the maximum amount permitted under applicable law, from the date such payment was due until the date paid;
charge a late fee in the amount of $25.00 per month, from the date such payment was due until the date paid; and
withhold the delivery of Goods and suspend performance for all Services until payment has been made in full.
Taxes. Client shall be responsible for all sales taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder.
Cancellation.
Subject to Sections 6 and 7, Client may cancel its order for Goods and Services at any time. Inner Soul Wellbeing may cancel in whole or in part any order this Agreement.
A Client’s notice of cancellation received by Inner Soul Wellbeing more than 24-hours from the time Services are scheduled to begin will be eligible for future booking.
Photography. Client grants Inner Soul Wellbeing permission to take photographs during consultation, or other delivery of Goods or performance of Services and authorizes Inner Soul Wellbeing and its assigns and transferees to use and to copyright Client’s likeness in print and/or electronically in a photograph, video, or other digital media (“Photos”) in any and all of its publications, illustrations, and advertising, including social media and other web-based publications. Client understands and agrees that all Photos will become the property of Inner Soul Wellbeing and may not be returned. Client irrevocably authorizes Inner Soul Wellbeing to edit, alter, copy, exhibit, publish, or distribute these Photos for any lawful purpose for which Client waives any right to inspect or approve the publication wherein Client’s likeness appears. Client understands that no payment, royalty, fee or other compensation shall become payable to Client by use of the Photos. Client affirms the consent of parent or guardian if necessary.
Product Suitability. Goods sold by Inner Soul Wellbeing are designed to meet states U.S. safety standards and regulations. Because local safety standards and regulations may vary significantly, Inner Soul Wellbeing cannot guarantee that the Goods meet all applicable requirements in each locality. Client assumes responsibility for compliance with such safety standards and regulations in the localities in which the Goods will be delivered and used. Before purchase and use of any Goods, Client should review the national and local codes and regulations and verify that the use of the Goods will comply with them.
Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product and other materials that are delivered to Client under this Agreement or prepared by or on behalf of Inner Soul Wellbeing in the course of delivering the Goods and performing the Services, including any items identified as such in the Service Confirmation (collectively, the "Deliverables") except for any Confidential Information of Client or Client materials shall be owned exclusively by Inner Soul Wellbeing. Inner Soul Wellbeing hereby grants Client a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis, solely to the extent necessary to enable Client to make reasonable use of the Deliverables and the Services.
Confidential Information.
All non-public, confidential or proprietary information of Inner Soul Wellbeing, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, "Confidential Information"), disclosed by Inner Soul Wellbeing to Client, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the provision of the Goods and Services and this Agreement is confidential, and shall not be disclosed or copied by Client without the prior written consent of Inner Soul Wellbeing.
Client agrees to use the Confidential Information only to make use of the Goods and Services and Deliverables.
Inner Soul Wellbeing shall be entitled to injunctive relief for any violation of this Section.
Representation and Warranty.
Inner Soul Wellbeing represents and warrants to Client that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and skillful manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.
Inner Soul Wellbeing shall use commercially reasonable efforts to ensure the suitability and conformance of the Goods.
Inner Soul Wellbeing shall not be liable for a breach of the warranties set forth in Sections 14(a) and 14(b) unless Client gives written notice of the defective Goods and Services, reasonably described, to Inner Soul Wellbeing within 48 hours days of the time of delivery by Inner Soul Wellbeing.
Inner Soul Wellbeing shall, in its sole discretion, consider available remedies; provided however, Inner Soul Wellbeing is not obligated to provide to the customer any: refund, credit, repair nor re-perform Services.
INNER SOUL WELLBEING SHALL USE COMMERCIALLY REASONABLE EFFORTS TO ENSURE THE SUITABILITY AND CONFORMANCE OF THE GOODS.
THE REMEDIES SET FORTH IN SECTIO 14 SHALL BE THE CLIENT'S SOLE AND EXCLUSIVE REMEDY AND INNER SOUL WELLBEING'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTIONS 14(a) AND 15(d).
DISCLAIMER OF WARRANTIES.
EXCEPT FOR THE WARRANTIES SET FORTH IN SECTIONS 14(a) AND 14(b), INNER SOUL WELLBEING MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS AND SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
GOODS DELIVERED ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND.
MEDICAL DISCLAIMER.
BEFORE APPLYING RESULTS OF THE SERVICES, CLIENT SHOULD CONSULT WITH HIS/HER HEALTHCARE SERVICE PROVIDER. THESE GOODS AND SERVICES ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE. IF CLIENT HAS ANY QUESTIONS REGARDING THE USE OF THE OFFERED GOODS AND SERVICES, CLIENT SHALL CONSULT WITH A HEALTH CARE PROVIDER.
INNER SOUL WELLBEING IS NOT A MEDICAL ORGANIZATION AND IS NOT PROVIDING ANY MEDICAL CARE NOR ADVICE. NOTHING WITHIN THE SERVICES PROVIDED BY INNER SOUL WELLBEING IS ASSOCIATED WITH, SHOULD BE TAKEN AS, OR UNDERSTOOD AS MEDICAL ADVICE OR ASSISTANCE, NOR SHOULD IT BE INTERPRETED IN SUBSTITUTION FOR ANY PROFESSIONAL MEDICAL ADVICE OR USED INSTEAD OF SEEKING APPROPRIATE MEDICAL ADVICE OR ASSISTANCE FROM HEALTH CARE PROVIDERS. CLIENT IS SOLELY RESPONSIBLE FOR EVALUATING AND ASSESSING HIS/HER OWN HEALTH. IF AT ANY TIME CLIENT NEEDS MEDICAL, AND/OR PSYCHOLOGICAL TREATMENT, IT IS CLIENT’S SOLE RESPONSIBILITY TO SEEK IT OUT FROM A HEALTH CARE PROVIDER.
LIMITATION OF LIABILITY.
IN NO EVENT SHALL INNER SOUL WELLBEING BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT INNER SOUL WELLBEING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL INNER SOUL WELLBEING'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO INNER SOUL WELLBEING PURSUANT TO THE APPLICABLE SERVICE CONFIRMATION.
Indemnification. Client will indemnify, defend and hold harmless Inner Soul Wellbeing, its members, officers, directors, employees, agents and representatives from and against all losses, damages, liabilities, costs, and expenses including, without limitation, property damage, loss of profits or revenue, loss of use of any property, cost of capital, personal or bodily injury, or death (“Losses”), that may arise pursuant to or in connection with the Agreement or the Goods and Services, regardless of whether such Losses are suffered directly by Client or arise pursuant to or in connection with a third-party suit, claim, counterclaim, demand, judgment or other action (each a “Claim”) and regardless of whether or not Inner Soul Wellbeing or any third-party is proportionately negligent with respect to such Losses and/or Claim, provided that Client need not indemnify Inner Soul Wellbeing for Inner Soul Wellbeing’s obligation, if any, to Client under the remedies described herein. For the avoidance of doubt and without limitation, this indemnification obligation requires Client to pay any judgments against Inner Soul Wellbeing or any other indemnified party resulting from any Claim, any court costs of Inner Soul Wellbeing or any other indemnified party in connection with any Claim, and any reasonable attorneys’ fees and disbursements incurred by Inner Soul Wellbeing or any other indemnified party in Inner Soul Wellbeing’s defense of any Claim. Inner Soul Wellbeing will have the sole and exclusive right to conduct the defense of any Claim at Client’s sole and exclusive cost and expense. Client’s indemnification obligation does not depend on the truth or accuracy of any allegations made against Inner Soul Wellbeing, Client or any third party.
Termination. In addition to any remedies that may be provided under this Agreement, Inner Soul Wellbeing may terminate this Agreement with immediate effect upon written notice to Client, if Client:
fails to pay any amount when due under this Agreement and such failure continues for 10 days after Client's receipt of written notice of nonpayment; or
has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part.
Insurance. During the term of this Agreement and for a period of one year thereafter, Client shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, homeowners’ policy with guest coverage in a sum no less than $250,000 with financially sound and reputable insurers. Upon Inner Soul Wellbeing's request, Client shall provide Inner Soul Wellbeing with a certificate of insurance from Client's insurer evidencing the insurance coverage specified in these Terms. Client shall provide Inner Soul Wellbeing with 30 days' advance written notice in the event of a cancellation or material change in Client's insurance policy. Except where prohibited by law, Client shall require its insurer to waive all rights of subrogation against Inner Soul Wellbeing's insurers and Inner Soul Wellbeing.
Non-Disparagement. Inner Soul Wellbeing and Client agree that neither shall directly or indirectly, make or cause to be made any disparaging, denigrating, derogatory or negative, misleading or false statement orally or in writing to any person, including Clients or prospective Clients, competitors and advisors to the Client, its Affiliates or members of the investment community or press, about the other party, its Affiliates or their respective officers, directors, stockholders, managers, members, partners, employees or agents. Client agrees that Inner Soul Wellbeing may make mention that Inner Soul Wellbeing provides the Goods and Services to Client on Inner Soul Wellbeing’s website, social media other promotional materials.
Waiver. No waiver by Inner Soul Wellbeing of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Inner Soul Wellbeing. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Client to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): ( acts of God; ( flood, fire, earthquake, or explosion; ( war, invasion, hostilities, terrorist threats or acts, riot or other civil unrest; ( government order, law, or action; ( embargoes or blockades in effect on or after the date of this Agreement; ( national or regional emergency; ( strikes, labor stoppages or slowdowns or other industrial disturbances; ( telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and ( other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within 30 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of 30 days following written notice given by it under this Section, either party may thereafter terminate this Agreement upon 30 days' written notice.
Assignment. Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Inner Soul Wellbeing. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Client of any of its obligations under this Agreement.
Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and 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 these Terms.
Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Pennsylvania or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Commonwealth of Pennsylvania.
Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the Commonwealth of Pennsylvania in each case located in the City of Pittsburgh and County of Allegheny, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth in the Service Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or email or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
Mediation. Inner Soul Wellbeing and Client will attempt to resolve any dispute in connection with this Agreement on an amicable basis through prompt, good faith discussions and non-binding mediation.
Arbitration. Any dispute that cannot be resolved by Inner Soul Wellbeing and Client will be determined by final and binding arbitration in Pittsburgh, Pennsylvania, before a sole arbitrator who will award attorneys’ fees and other costs to the substantially prevailing party. JAMS will administer the arbitration. The arbitration award will be in writing and will specify the factual and legal bases for the award. Judgment on the award may be entered in any court having jurisdiction. Notwithstanding anything in this Agreement to the contrary, if either Inner Soul Wellbeing or Client initiates arbitration before mediation, that party will be responsible for the other party’s attorneys’ fees and costs of arbitration.
Electronic Consent. Client acknowledges that Client’s electronic submissions constitute Client’s agreement and intent to be bound by the Agreement. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including, without limitation, the Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act"), the Pennsylvania Electronic Transactions Act, or other similar statutes, CLIENT HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, APPLICATIONS AND OTHER RECORDS AND ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED WITH INNER SOUL WELLBEING. Further, Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means. Client may obtain a copy of the Agreement and these Terms and Conditions of Sale by printing them now at no additional cost to Client or by contacting Inner Soul Wellbeing.
Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Governing Law, Insurance, Submission to Jurisdiction, and Survival.
Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.