Service Agreement

1. Authorization: 

The Client is engaging Walk Lite to perform the “Services” (defined below), subject and according to the terms and conditions of this Agreement. Client agrees to pay any and all charges associated with the Services in accordance with the terms of this Agreement. Walk Lite shall not be deemed an employee of Client or vice-versa. 

2. Services: 

Subject to, and in accordance with, the terms of this Agreement, “Services” may include general, life coaching and guidance related to Client’s wellness skills, communication, leadership skills, and decision-making skills. Client acknowledges that the Services will NOT include the diagnosis or treatment of mental disorders, as defined by the American Psychiatric Association, and that the Services are NOT psychotherapy and are not a substitute for psychotherapy, psychoanalysis, substance abuse treatment, mental health care, or other professional advice by legal, medical, or other qualified professionals and that it is the 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 the Client promptly inform the mental health care provider of the nature and extent of the coaching relationship agreed upon by the Client and the Coach. Coaching shall involve a meeting between Client and a representative of Walk Lite (a “Coach”) provided through a virtual/online medium (such as Google Meet or Zoom) (a “Session”). With respect to any Services provided, Client agrees and understands that the Services are intended to provide the Client with general guidance and support in a variety of roles and areas of the Client’s life, including work, finances, health, relationships, education, and recreation, but they are not a guarantee of any certain result based on this guidance.

2.1. Included Services:

Client agrees to purchase and pay Walk Lite the “Session Price” for each 60-minute Session, prior to each Session, unless Client has purchased a Package of Sessions (the “Package”). A Package consists of either Six (6) or Ten (10), 60-minute Sessions (the “Six-Session Package” and the “Ten-Session Package”).

Once Client has received the Package of Sessions, all subsequent Sessions will be charged at the Session Price unless Client purchases another Package. Sessions may be extended for an additional fee and span of time mutually agreed upon, in writing, between Walk Lite and the Client. All Sessions (including Sessions that are part of a Package) must be completed within one year of payment for such Sessions. Any Sessions that are not completed within one year of the purchase will expire and the Client will not receive a refund. Sessions will not be scheduled until applicable payment is received. If Client wishes to purchase additional Services in the future, all such future Services will be subject to this Agreement, unless the Parties specifically agree otherwise in writing. Client acknowledges that the specific Services and Packages of Services offered in the future and the pricing of such packages may change over time.  

2.2. Services NOT Included:

Client understands that Walk Lite and its Coaches are not being retained to act as Client’s therapist. Client understands and accepts that although the Coach may be a licensed therapist, the Coach is not acting in their capacity as a therapist for any Services provided to Client. This limitation applies even if certain individuals providing services for or on behalf of Walk Lite hold such licenses or provide services pursuant to such a license outside of their work for Walk Lite and Client. If Client is represented by a therapist, that therapist has a distinct and separate role from that of any Coach providing Services on behalf of Walk Lite. For example, a therapist’s role may include services, or work that Walk Lite is not responsible for, such as a comprehensive clinical assessment of one’s functioning; diagnosis; treatment; treatment recommendations; and/or consultations with other treatment providers. I am not a medical professional. As Walk Lite is a coaching service, we are not providing healthcare, medical, or nutritional therapy services or attempting to diagnose, treat, prevent, or cure any physical, mental, or emotional issues. Any information provided is for informational purposes only and is not intended to substitute professional medical advice, diagnoses, or treatment. Always seek advice from your physician or other qualified healthcare provider.

2.3. Scheduling Services and other limitations:

Client and Walk Lite will schedule Sessions on mutually acceptable dates at mutually acceptable times. All Services will be rendered by Walk Lite and its Coaches. The extent of the Services, the exact nature of the Services that will be rendered by Walk Lite, and whether the Services have been completed shall be determined by Walk Lite in its sole and absolute discretion. Nothing in this Agreement, nor in any statements made by Walk Lite, is to be construed as either a promise or guarantee regarding the success of the Services in achieving the goals desired by Client. Nothing contained in this Agreement shall prevent Walk Lite from performing work similar or identical to the Services for others.

2.3. Responsibilities of Client:

Client agrees to comply with all reasonable requests of Walk Lite that are desirable or necessary relating to the performance of Services under this Agreement. 

3. Payments:   

3.1. Upon execution of this Agreement, Client shall pay Walk Lite $ the “Initial Payment”. No Services will be provided unless and until Walk Lite receives this payment for such Services. Client shall pay Walk Lite for any additional Sessions, Packages, and/or Services that are not included in the Initial Payment before Walk Lite’s obligation to provide any such Sessions, Packages, or Services. Walk Lite will cease providing any Services if any such payment is not made by the time it is due. Any additional fees, costs or expenses shall be paid promptly by Client. 

3.2. Payment shall be made through the specific online payment system (e.g., PayPal or Venmo) designated by Walk Lite or by another form of payment acceptable to Walk Lite in its sole and absolute discretion. 

4. Cancellation Policy:

If Client cannot attend a Session, Client must either reschedule the Session or cancel the Session within 24 hours. “Rescheduling Fee” will be charged if Client fails to provide Walk Lite with written notice of the need to reschedule at least 24 hours prior to a scheduled Session. Client will not be allowed to reschedule any Session until Client has paid the Rescheduling Fee. Rescheduling a Session is based upon the availability of Coaches. Client will have the opportunity to reschedule a Session within 30 days of the originally scheduled session. If Client fails to reschedule within 30 days of the original Session date, the Session will be considered cancelled. Alternatively, if Client misses a session without cancelling, or if Client cancels with less than 24 hours’ notice, Client will be liable for the entire cost of the Session. Client will not be allowed to attend any other Session until Client has paid for the cancelled Session. Clients will not be refunded for the cost of past Sessions. If the Client has purchased a Package and wishes to terminate its relationship with Walk Lite, Walk Lite will refund payment for unused Sessions if and only if termination occurs before Client’s second Session with Walk Lite. [If Client has purchased a Ten-session Package, Walk Lite may, in its sole and absolute discretion, extend the cancellation deadline by one additional session.] Any refund will be calculated by dividing the Package Price by the number of Sessions within the Package (the “Package Price per Session”), and multiplying the Package Price per Session by the number of unused Sessions. If Client does not terminate its relationship prior to the deadline set forth above, Client shall be obligated to pay (and Walk Lite shall be entitled to retain) the entire Package Price even if Client terminates the relationship with Walk Lite. 

5. Termination:

Walk Lite may terminate this Agreement at any time with prior written notice. Client agrees to compensate the Coach for all coaching services rendered through and including the effective date of termination of the coaching relationship. If Walk Lite terminates and, as a result, does not provide a Session for which Client has already paid, Walk Lite will refund the payment that Client has made for those Sessions. In addition, and notwithstanding the foregoing provision, Walk Lite’s obligation to perform Services will terminate automatically, and no refund will be provided, if Client fails to comply with any provision in this Agreement or fails to adhere to Walk Lite’s policies. In the event that either Walk Lite or Client terminates Services for any reason and there are any outstanding fees owed to Walk Lite under this Agreement, Client shall immediately pay any such fees.  The Parties’ respective obligations arising under this Agreement, other than the obligation of Walk Lite to provide Services, will survive the termination of this Agreement. 

6. Warranties and Liabilities: 

Walk Lite does not warrant or represent that the Services will achieve the Client’s desired results in seeking Walk Lite’s Services. No recommendation on any matter by Walk Lite, nothing in this Agreement, nor in any statements made by Walk Lite, are to be construed as either a promise or guarantee regarding the success or the effectiveness of the Services or the quality or caliber of the Services. Additionally, the Client is solely responsible for implementing the coaching principles provided in the Services. The Client agrees to hold harmless Walk Lite from any and all claims, lawsuits, demands, causes of action, liability, loss, damage, and / or injury resulting from the Client’s decisions, choices, or actions. Neither Walk Lite nor any of Walk Lite’s Coaches will be liable for the Client’s actions or inactions arising out of, or resulting from, the Services. 

6.1. Delays:

Walk Lite shall incur no liability if it delays due to any one or more of the following circumstances:

(1) errors or omissions not corrected by Client;

(2) circumstances beyond Walk Lite’s control, whether tangible or otherwise;

(3) any circumstances that create a reasonable concern with respect to the health, safety or welfare of any individual providing Services on behalf of Walk Lite. Without limiting the generality of the foregoing provisions, Walk Lite will not pay any penalty, loss or interest resulting from its error or delay or difficulty or failure in the Services, or in delays caused by Client, or any third party. In no event shall the total liability of Walk Lite or its employees, owner, affiliates, or agents, arising under this Agreement, for all damages, losses and causes of action whether in contract, tort (including negligence), product liability, or otherwise, either jointly or severally, exceed the amount paid to Walk Lite by Client for Services in the six-month period preceding any incident or incidents resulting in such liability.  The foregoing provisions of this section are for the benefit of Walk Lite, its owner, Coaches, affiliates, and agents, and each shall have the right to assert and enforce the provisions directly on their own behalf. 

6.2. Exclusive Remedy:

The foregoing shall constitute Walk Lite’s entire liability and Client’s exclusive remedy. In no event shall Walk Lite be liable to Client or any third party for any direct, indirect, special, incidental, consequential or exemplary damages, (including, but not limited to, loss of use, revenue, profit, or information in connection with or arising in any way out of this Agreement or any of the Services, even if Walk Lite has been advised of the possibility of such damages).  In the event that any product or materials are purchased by Walk Lite for Client’s benefits, such products or materials or Services are provided “as is.”  There are no warranties, express or implied, by operation of law or otherwise, on any products or materials furnished hereunder. Any implied warranties of merchantability or fitness for particular purpose or use are disclaimed. 

 7. Confidentiality:

This coaching relationship, as well as all information (documented or verbal) that you share with your Coach as part of this relationship (collectively, “Confidential Information”) is bound by the principles of confidentiality set forth in the ICF Code of Ethics. However, the Coach-Client relationship is not considered a legally confidential relationship (i.e., medical, and legal professions) and therefore communications are not subject to the protection of any legally recognized privilege. Your Coach agrees not to disclose any information pertaining to you without your written consent. Your Coach will not disclose your name as a reference without your consent. 

7.1 Confidential Information:

Confidential Information does not include information that:

(a) was in Walk Lite’s possession prior to its being furnished by the Client;

(b) is generally known to the public;

(c) is obtained by Walk Lite from a third party, without breach of any obligation owed to the Client;

(d) is independently developed by Walk Lite without use of or reference to the Client’s Confidential Information;

(e) the Coach or Walk Lite LLC is required by statute, lawfully issued subpoena, or by court order to disclose;

(f) is disclosed to the Coach or Walk Lite LLC and as a result of such disclosure Walk Lite reasonably believes there to be an imminent or likely risk of danger or harm to you or others; or

(g) involves illegal activity. Client also agrees to hold harmless Walk Lite from any liability arising from the use of telephone, email, and videoconference, which are not encrypted methods of communication and may create confidentiality risks. 

8. Indemnification: 

Client agrees to defend, indemnify, and hold harmless Walk Lite, its owner, Coaches, employees, and agents, to the fullest extent lawful, from any losses, claims, damages, liabilities, and expenses, including reasonable attorney's fees, (collectively, “Claims”) to which Walk Lite may become subject related to or arising out of the performance of its duties under this Agreement or arising out of this Agreement, or in connection with the Site or its operation.  Client further agrees to defend, indemnify, and hold harmless Walk Lite from any Claims resulting from any of the Services that damages Client, or any other party or parties, except in case of intentional misconduct by Walk Lite. The provisions of this Section shall survive any termination of this Agreement. Walk Lite shall be responsible only for performing the Services expressly provided for in this Agreement and shall be liable only for its intentional misconduct in performing those Services, and even then, subject to the limitations on Walk Lite’s liability set forth in this Agreement. Walk Lite shall not be responsible for the Client’s, or any other person or entity’s acts or omissions or those of any other person, including without limitation any third party, whether or not hired as a subcontractor by Walk Lite and neither such person nor any such entity, shall be deemed to be an agent or representative of Walk Lite.

9. Applicable Law & Venue:

This Agreement shall be governed and construed in accordance with the laws of the State of California, without giving effect to any conflicts of law’s provisions. Client agrees that for purposes of venue, this Agreement was entered into in Los Angeles, California and shall be governed by the laws of the State of California. Any controversy or claim relating to this Agreement shall be settled by arbitration. Any arbitration arising out of this Agreement shall be administered by JAMS, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. For all matters arising out of or relating to this Agreement, Client agrees to submit to the jurisdiction of the State of California.  The arbitration proceeding shall take place and the arbitration award given in writing in Los Angeles, California. In the event of litigation or arbitration to interpret or enforce the provisions of this Agreement, the prevailing party shall be entitled to recover all expenses, including reasonable attorney’s fees incurred. 

10. Enforceability: 

If any provision contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.  Notwithstanding the foregoing, if, any provision contained in this Agreement shall for any reason be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear. 

11. Notice in Relation to Agreement: 

Unless specifically provided otherwise in this Agreement, any notice to either Party given in relation or pursuant to this Agreement shall be in writing and shall be delivered personally, by messenger or by mail, by text message, or by email. Service of any such communication shall be deemed made on the date of actual receipt at such address. Any Party may, from time to time, by notice in writing served upon the other Party as aforesaid, designate a different address, different person, or reasonable additional persons to whom all communications are thereafter to be made. 

12. Waiver: 

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

13. Entire Agreement: 

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous proposals, both oral and written, negotiations, representations, commitments, writings, meetings, and all other communication between the Parties, with respect to the Services. Client acknowledges that it is entering into this Agreement solely on the basis of the representations contained herein. The terms of this Agreement are confidential and shall not be disclosed by Client or by any agent of Client to any third party without Walk Lite’s express written consent. Other than as provided in this Agreement, this Agreement may not be released, discharged, changed, amended, or modified except by an instrument in writing duly signed by all Parties. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Agreement. 

14. Headings & Interpretation:

The headings or titles of the various paragraphs of this Agreement are inserted merely for the purpose of convenience and do not expressly or by implication or intention, limit, define, extend, or affect the meaning or interpretation of this Agreement or the specific terms or text of the section so designated. In the event any claim is made by any Party relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular Party or their counsel. 

15. Miscellaneous:  Client acknowledges that this Agreement is non-transferable and that none of these rights may be transferred, assigned or distributed by Client to any third party.  Walk Lite has the right to freely assign this Agreement and its rights under this Agreement.

The Parties have read the entire Agreement and understand and agree to the terms and conditions contained herein. IN WITNESS WHEREOF, the Parties have executed this Agreement as of today.