Wellness Check-up Terms & Conditions
This Coaching Agreement (the “Agreement”) is made
by MADISON HEBNER CREATIVE STUDIO, LLC,
an Illinois limited liability company (“Studio”)
4646 N Damen Ave. Apt. 402
Chicago, IL 60625
Email: hello@madisonhebner.com
Tel: 402-321-0155
and
Client, hereafter collectively referred to as “Client” or “Clients”, as applicable.
Coaching Services:
Brand Audits
Web Audits
Brand & Web Audits
known as Wellness Check-ups or Wellness Checks
(collectively, the “Coaching Services”)
TOTAL: $300-$700
PAYMENT (HEREINAFTER, THE “PAYMENT”) AND COMPENSATION
1. The total service fee for the Coaching Package described above is $350.00 (for 1) or $600 (for Brand & Web Together)
a. The full amount is due upon execution of this Agreement (“Retainer”; NON-REFUNDABLE; 100% of Payment)
2. The Retainer is due upon execution of this Agreement and is nonrefundable in order to reserve the Studio’s Coaching Services. Payment includes tax and shipping. Studio shall submit an invoice to Clients for any additional services upon Intiation of the Coaching Services; such invoice shall be paid by Client on the proposed payment plan agreed to in a separate agreement. Studio reserves the right to indefinitely delay or withhold delivery of the final Work until full Payment has been received without recourse from the Client of the same.
3. Payments are accepted via major credit cards and electronic transfer.An interest rate of 10% per annum or the highest lawful rate, whichever is greater, will be charged as a late fee to Client for any portion or all of the Payment or other fees hereunder not received by Studio by the contracted due dates as defined above. A [$50.00] fee plus the amount of the check shall be charged to Client for returned/bounced checks or rejected credit cards. Client expressly agrees that no chargebacks will be honored for fully completed Work, regardless of satisfaction, and the Studio is permitted to disclose this Agreement in the event an unauthorized chargeback.
4. The calls/meetings shall be 45 or 90 minutes in length. If rates change before this agreement has been signed and dated, the prevailing rates will apply.
RESERVATION
1. By Checking the box Client agrees to this Agreement and the non-refundable Retainer to reserve the specified time slot & services rendered. Studio will not commence work on the Coaching Services until the Retainer & Completed “homework” is received by Studio.
2. No reservation exists whether expressed or implied unless Studio has confirmed receipt of the signed Agreement and the Retainer from Client.
TERM
1. This Agreement shall commence on the Effective Date (previously defined) of this Agreement and shall continue for a period of up to 8 weeks until delivery of the Work and completion of the Coaching Package (“Initial Term”), unless earlier terminated pursuant to this Agreement. Either party may terminate this Agreement without cause by giving the other party thirty (30) days prior written notice of the termination of this Agreement. All charges and expenses for work completed by the Studio through termination of the Agreement is the responsibility of the Client.
WORK
1. All design work (including concept), strategy, video, images, renderings, website code, products, visual works and other related materials taken by and/or created by Studio in connection with this Agreement or any other material furnished by Studio in connection with the Coaching Services (in whatever form or medium, electronic or otherwise) (collectively, “Work”) are and will remain the sole and exclusive property of Studio in perpetuity. The Work is subject to all applicable federal and state copyright law, whether registered or unregistered, and any other intellectual property rights, of which remain the sole and exclusive property of Studio. Studio shall be deemed the author of the Work for all purposes and the worldwide owner of the Work. If for any reason, it is determined that any of the Work is a ‘work for hire’ then Client hereby sells, assigns and transfers unto Studio all of Client’s worldwide right, title and interest in and to such Work, including without limitation, the worldwide copyrights, moral rights and subsidiary rights in such Work. The provisions of this section shall survive the termination, expiration or rescission of this Agreement.
2. Upon Studio’s receipt of the Remainder and any other outstanding expenses or charges due to Studio from Client hereunder, Studio agrees to grant to Client a limited, non-transferable, personal license to reproduce, display, use, and exhibit the Work. Client shall not reproduce, edit, manipulate, alter, or sell the Work in any capacity, including the use of filters.
3. Client, on behalf of itself, its employees, agents, directors, officers, shareholders, managers, members, successors and assigns (collectively, the “Client Group”), grant Studio the right to make still images and/or to otherwise capture materials of the Client Group and/or the Client’s product or services and agree that such materials will become the property of Studio. Studio retains the right to reproduce, prepare derivative works of, distribute, display and use these images for advertising, websites and internet promotion, photographic contests, public display, such as in photography books and magazine advertising, and any other purpose solely determined by Studio. Client, on behalf of themselves and the Client Group, waives any right to inspect or approve the Work or the use to which it may be applied or any finished product in which the likeness of Client or a member of the Client Group appears and any rights to royalties or other compensation arising from the use of such materials. Client indemnifies and holds Studio harmless from any and all Claims (hereinafter defined) made by or for Clients or a member of the Client Group in connection with this authorization.
4. Studio will retain the right to display and use the Work for advertising, websites and internet promotion, contests, public display, such as in photography books and magazine advertising, and any other purpose solely determined by Studio. Client waives any right to inspect or approve the Work or the use to which it may be applied, including written copy that may be created and appear in connection therewith.
5. Clients can request for the Work to not be published on Studio’s website, blog, or social media for an additional flat rate of [$500.00]. Such request will only be binding upon Studio (1) upon Studio’s receipt of such additional funds; and (2) the parties’ execution of the Non-Disclosure Addendum.
6. Work may be used on websites and social media (including, without limitation, Facebook, Instagram, Twitter, and Pinterest) as long as a copyright notices appears on or near the Work stating that such Work was created by Studio. Client agrees to list proper credit to Studio when sharing any Work online.
7. Studio retains creative control over the final “work”. Studio will use its professional judgment and discretion to choose the images, coloring, and best editing practices for each delivered photograph and/or video.
8. Clients can request to remove the studio site credit from the footer of the client’s site for an additional flat rate of [$8000.00]. Such request will only be binding upon Studio (1) upon Studio’s receipt of such additional funds; and (2) the parties’ execution of the Non-Disclosure Addendum.
9. Studio retains full control over what “work” is delivered to Client, and will not deliver designs that fails to meet Studio’s high standards of quality. While Studio appreciates input and will take guidance from Client, Studio retains the final decision on the style, method, and layout of delivered images and/or video.
10. Studio is not responsible for subjective interpretations of Design.
11. Client acknowledges familiarity with the Studio’s portfolio and is requesting the Coaching Services with knowledge of Studio’s artistic style. Studio makes no representation as to the number of images, length of video and/or the subject matter or individual style of the Work that will be provided hereunder. Studio will use its discretion in regards to editing, and reserves the right to edit out blanks, test shots and any other shots that do not meet Studio’s artistic and professional criteria. Client acknowledges and agrees that Studio is using their artistic discretion to create the Work as Studio sees fit. Dissatisfaction with Studio’s aesthetic judgment or artistic ability does not constitute grounds for termination of this Agreement or granting of any monies returned.
12. Studio will not be responsible if key individuals fail to provide proper feedback throughout each stage of the project timeline and failure to provide requested feedback within the ambit of the project timeline associated with each stage will operate as a waiver and be deemed an approval and acceptance of the phase of work for which Client failed to provide feedback within three (3) business days of receipt by Client.
CONFIDENTIALITY
This coaching relationship, as well as all information (documented or verbal) that the Client shares with the Coach as part of this relationship, is bound by the principles of confidentiality set forth in the ICF Code of Ethics. However, please be aware 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. The Coach agrees not to disclose any information pertaining to the Client without the Client’s written consent. The Coach will not disclose the Client’s name as a reference without the Client’s consent. Confidential Information does not include information that: (a) was in the Coach’s possession prior to its being furnished by the Client; (b) is generally known to the public or in the Client’s industry; (c) is obtained by the Coach from a third party, without breach of any obligation to the Client; (d) is independently developed by the Coach without use of or reference to the Client’s confidential information; or (e) the Coach is required by statute, lawfully issued subpoena, or by court order to disclose; (f) is disclosed to the Coach and as a result of such disclosure the Coach reasonably believes there to be an imminent or likely risk of danger or harm to the Client or others; and (g) involves illegal activity. The Client also acknowledges his or her continuing obligation to raise any confidentiality questions or concerns with the Coach in a timely manner.
DELIVERY/TIMELINE
1. Studio shall provide deliver to Clients the Work according to the following timeline:
a. Audit will be completed prior to Client’s appointment
b. Recorded call & final documents will be delivered up to 2 business day from their appointment
2. Client shall be deemed to have received the delivered Work for purchase of this Agreement as of the date that the Work is transmitted via email from Studio to Client.
3. Client agrees to check the Work upon receipt to make sure the Work is complete and in working order, and to transfer the Work onto a different storage devise, such as a computer hard drive or external hard drive. It is the Client’s responsibility to preserve the Work and other media after receipt. Source Files will not be made available to Client.
4. Studio will only store client’s work, including source files, for 30 days after delivery.
5. All project assets needed from the client must be provided at least 72 hours before Appointment date. This includes but is not limited to, images, copy, email sign-up incentives, additional system integration access, Brand guidelines, social media handles, website.
CANCELLATIONS AND RESCHEDULING
1. Cancellations by Client
a. Client must notify, in writing, their intent to cancel or terminate this Agreement. Any “no show” of the Client shall be treated hereunder as a cancellation by the Client during the Development Phase.
b. Cancellation fees are as follows:
i. Any cancellation by Client: Clients forfeits the Retainer.
c. In the event of a cancellation, under no circumstances will the Retainer or any other amounts paid by Client to Studio be refunded to the Client at any time.
d. All cancellations must be documented by a separate cancellation addendum; cancellations are not effective until such addendum is fully executed.
2. Cancellation by Studio. In the event that a severe medical, illness, natural or other emergency besides a Force Majeure Event (an “Emergency”, as solely determined by Studio) results in Studio’s inability to perform (in whole or in part) the Coaching Services, it may be necessary to retain a replacement. If an Emergency occurs, Studio will make reasonable efforts to secure a suitable replacement (in which case full Payment is due from Client to Studio), but makes no representation as to the number of images, video, website, graphics and/or the subject matter of individual style of the Work that will be provided hereunder. If an Emergency should occur and no replacement is found, Client agrees that Studio’s liability to Client is limited to the return of all Payments received for the Design Package within 90 days of the termination date. In no case shall Studio’s limited liability exceed the Payment and Studio shall not be responsible for consequential damages, emotional or otherwise.
Rescheduling
a. In the event the Client changes the scope of the Coaching Services requested and/or the scope of the Coaching Services already provided, in whole or in part, in connection with the Studio’s performance of the Coaching Services for any reason (other than due to a Force Majeure Event), the new Coaching Services Scope (“Coaching Services Revised Scope”) must (i) (iii) occur within ten (10) business days of the Initial Coaching Services Timeline. Any Reschedule Coaching Services Date not rescheduled at the time of notice or not within 10 business days of the Coaching Services Timeline will be forfeit or incur an additional fee. The Rescheduled Coaching Services Timeline is subject to the Studio’s availability. It is the Client’s responsibility to confirm the Rescheduled Appointment Date with the Studio and secure Studio’s availability for the Rescheduled Appointment Date; failure to do so will automatically result in Client’s cancellation of the Agreement.
b. In order for Client’s to reserve the Appointment with Studio, Studio must receive (1) a fully executed rescheduling addendum, and (2) a rescheduling fee, if applicable (of which may be waived or reduced in the sole discretion of the Studio). All previously booked and agreed to services and terms hereunder will apply to the Rescheduled Appointment Period, with the exception of any amendments outlined in the applicable addendum.
Cancellation/Rescheduling Due to Force Majeure
a. If a Force Majeure Event (hereinafter defined) occurs, the parties shall first use reasonable efforts to complete the Coaching Services and reschedule the services to be provided by the Studio in connection therewith to a date within one (1) year of the Force Majeure Event, such that this Agreement remains in full force and effect but for the Rescheduled Shoot Date. If the parties cannot agree upon a mutually acceptable Rescheduled Shoot Date following the occurrence of a Force Majeure Event or if Studio is unavailable on the Rescheduled Shoot Date selected by Clients, the Retainer shall be converted to a credit that the Client can use for other Coaching Services with Studio within one (1) year of the Force Majeure Event. No refunds of the Retainer will be made under any circumstances.
b. If either party cancels this Agreement due to the occurrence of a Force Majeure Event, then Client forfeits the Retainer and any other amounts paid to Studio hereunder.
c. “Force Majeure Events” shall be defined as any event or act beyond either party’s control, including not limited to, the following: (a) acts of God; (b) a natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), epidemic, or pandemic; (c) war, invasion, hostilities, terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or other industrial disturbances; and (i) shortage of adequate power or transportation facilities. The occurrence of a Force Majeure Event shall be solely determined by Studio. The impacted party shall provide written notice within 14 days of the Force Majeure Event to the other party and therein include the impacted party’s request for rescheduling or cancellation.
d. Any rescheduling or cancellation due to the occurrence of a Force Majeure Event must be documented by an appropriate addendum in order to be binding upon the parties.
e. The Studio reserves the right to waive any rescheduling fee caused by a rescheduling due to the occurrence of a Force Majeure Event.
EXCLUSIVITY
The Client acknowledges that the Studio may be engaged by competitors for services and nothing herein shall prevent the Studio from providing services now or in the future to any competitor of Client, unless agreed to in writing by the Studio.
LIMITATIONS
1. In no case shall Studio’s liability hereunder (in any situation or circumstance) exceed the Payment stated herein and Studio shall not be responsible for consequential damages, emotional or otherwise.
2. Studio acts as an independent vendor and will not be subject to, held responsible for or be liable for any actions by other vendors. The parties hereto acknowledge and agree that Client and Studio are at all times acting and performing as independent contractors with respect to the subject matter of this Agreement.
3. In the unlikely event of Client’s Work being lost, stolen, damaged, or destroyed for reasons within or beyond Studio’s control (hard drive malfunction or Adobe malfunction or other software malfunction, lost camera or card malfunction), Client agrees and warrants Studio’s liability is limited to the return or credit of an amount equal to a reasonably accurate percentage of the Payment based on Coaching Services rendered.
4. Notwithstanding any other provisions of this Agreement to the contrary, due to the nature and ability to copy digital work and other content, no refunds of any kind or nature will be provided to Client upon Studio’s delivery of the Work to Client.
5. Client agrees that in the event it is necessary for Studio to retain the services of an attorney for the collection and enforcement of this Agreement, Client shall pay Studio’s actual costs for attorney and other expenses incurred in the collection and enforcement of this Agreement. This Agreement, and the rights and remedies provided hereunder, and all claims, disputes and controversies arising under this Agreement or related hereto, shall be governed by and construed in accordance with the internal laws of the State of Illinois without reference to choice of law or conflicts of law principles. In the event that it is necessary to enforce the terms of this Agreement, the parties will submit to the jurisdiction of a court of competent jurisdiction sitting in the City of Chicago, Cook County, Illinois, hereby irrevocably and unconditionally waiving any objection to such jurisdiction.
6. Client agrees that Studio has made no representations or guarantees verbally or in writing regarding the outcome or effectiveness of the services provided and Client expressly assumes this risk.
7. In consideration of the foregoing, Client, for and on behalf of themselves and their respective successors, heirs, and assigns, and on behalf of each of the members of the Client Group, hereby releases and forever discharges the Studio and its employees, officers, directors, and agents of and from any and all actions, causes of action, claims, damages and expenses (collectively “Claims”) of any kind whatsoever, in law or in equity, that Client has or may have against Studio arising out of or in any way relating to this Agreement. Client hereby indemnifies and holds the Studio harmless against and from any and all Claims made against the Studio based upon, arising out of, or in any way related to a member of the Client Group or defects, mistakes, or errors in the photographs.
HEALTH & SAFETY
1. Client understands that Studio complies with all health and safety laws, directives, and rules and regulations.
2. Studio will not provide Coaching Services in any location or area deemed to be unsafe in its sole discretion, including, but not limited to, areas affected by communicable diseases, quarantined areas, or other similar occurrences. Shade (or covering) and water must be easily accessible in extreme weather conditions such as excessive heat or humidity.
3. Studio reserves the right to refuse and/or end coverage that would put themselves or their equipment in a dangerous situation without recourse from Client.
4. Studio shall be entitled to retain all monies paid and Client agrees to relieve and hold Studio harmless as a result of incomplete coverage, or for a lapse in the quality of the Studio’s work due to situation arising that poses a concern or threat to health and/or safety of Studio (as solely determined by Studio).
NOTICE
Any notice or communication required or permitted to be given under this Agreement shall be served personally, sent by United States certified mail or sent by email to each party at such party’s respective address on page 1 of this Agreement.
MISCELLANEOUS
1. All parties will communicate via email during the term of this Agreement. Text messaging shall only be used in the event of rescheduling or an emergency. DMs should not be used as a form of. Business hours/days are Monday through Friday, 10 am to 4 pm CST.
2. This Agreement contains the entire understanding between Studio and Client. It supersedes all prior agreements (written or oral) between all parties. Any additions to, amendments to or terminations of this Agreement must be in writing and signed by all parties. This Agreement cannot be orally modified or terminated.
3. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.
4. Either party’s failure to insist in any one or more instances upon strict performance by the other party or any of the terms of this Agreement shall not operate as a waiver thereof nor shall it be constructed as a waiver of continuing or subsequent failure to perform or delay in performance of any term hereof. Any waiver or exception of any one or more provisions or terms of this Agreement shall be made by Studio in its sole and absolute discretion.
5. The captions contained in this Agreement are for convenience only and shall not affect the construction or interpretation of any provision of this Agreement.
6. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be fully severable from this Agreement, and it is the intent of the parties that this Agreement should be construed or reformed and enforced to the fullest extent possible, so as to conform with the manner in which it was originally intended to operate, including, but not limited to, the deletion of any such unenforceable provision.
7. This Agreement may be signed in two counterparts, each of which shall be deemed an original and all of which shall together constitute one agreement.
8. Client consents to email marketing and additionally, the usage of their testimony in marketing materials.