TERMS & CONDITIONS

5 ELEMENTS TO FREEDOM CLIENT AGREEMENT
Below is a copy of the 5 Elements to Freedom Agreement you agreed to upon enrolling into the program.
The terms:’The Company’ or ‘Company’ throughout this document refers to 5 Elements to Freedom.

TERM AND TERMINATION.

This Agreement shall be effective as of the date of purchase. This Agreement shall terminate upon completion of the Program. The Company may terminate this Agreement, and limit, suspend, or terminate Client’s participation in the Program without refund or forgiveness of any payments if Client fails to follow Program Guidelines, attached hereto as Exhibit A or otherwise violates or is in breach of any provision of this Agreement.

REPRESENTATIONS AND WARRANTIES.

The Parties have the full and unrestricted right, power, and authority to enter into this Agreement, participate in the Program, and grant the rights granted herein. Client has no other agreements with any other party that would conflict with this Agreement. Client is at least 18 years of age or older.

Client represents and warrants that Client is the sole participant and user of the Program and that Client has not and will not share access to any portion of the Program with any other person or entity.

Client agrees that 5 Elements to Freedom is a separate entity and company to Hands On Acupuncture and Massage Therapy, and all legal matters should be handled separately

SERVICES.

Client will be a participate in the Program, which is a 6-week online program.

The Program (weekly) consists of:

A Chinese Medicine Element and how it can Affect your Element Archetype
Acupressure points
Food or herbs to add to diet
Journal Prompts and PDF’s
Tools in identifying emotional blocks

FEES AND PAYMENT.

The total cost of the Program is $297 USD if enrolled prior to 9/16/19 or $595 if enrolled after 9/16/19 (the “Fee”).

Client must pay the Fee upon execution of this Agreement and receipt of Company’s link for payment.

Payment must be made via PayPal or Stripe. Client is responsible for full payment of the Fee, regardless of whether Client attends or completes the Program, including, but not limited to, whether Company has limited Client’s access to the Program because of late payments or failure to follow Program Guidelines. Company does not issue refunds under any circumstances. Client agrees that s/he will be charged a late fee of 10% of the total amount due on a weekly basis until payment is received. In addition, if Client carries a past due balance for more than 15 days, Client will be removed from access to the Program. Client will be immediately reinstated once payment is made current.

Client agrees to not file any chargebacks with their payment processor.

STATUS.

The Parties understand and agree that Company is an independent contractor. Neither Company nor Company’s agents shall be entitled to and waive any and all claims to any employee benefits as a result of Company’s relationship with Client. It is understood by the Parties that the relationship established by this Agreement is one of an independent contractor and not an employment relationship, joint venture, partnership, or otherwise. Company is not authorized to enter contracts or agreements or create obligations on behalf of Client to third parties unless otherwise indicated by Client, in writing.

CONFIDENTIAL INFORMATION.

Company respects Client’s privacy and requires that Client respects the privacy of fellow Program participants. Client agrees (1) not to violate the publicity or privacy rights of any Program participant or the Company; (2) that any Confidential Information (as defined herein) shared by Program participants or the Company is confidential and proprietary, and belongs solely and exclusively to the participant who discloses it or the Company; (3) not to disclose the Confidential information to any other person or use it in any manner other than in discussion with other Program participants during Program sessions. For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which the disclosing party is engaged. The disclosing party can be any participant in the Program or the Company. Confidential Information includes, but is not limited to, any trade secret, information, process, technique, algorithm, program, design, drawing, formula, test data, methods (including, but not limited to, the sequence of steps) relating to any research project, work in process, future development, engineering, manufacturing, marketing, servicing, financing or personnel matter relating to the disclosing party, its present or future products, sales, suppliers, clients, employees, investors, or business, whether in oral, written, graphic or electronic form.

Exclusions from Confidential Information. The receiving party’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the receiving party; (b) discovered or created by the receiving party before disclosure by disclosing party as evidenced by its records; (c) learned by the receiving party through legitimate means other than from the disclosing party or disclosing party’s representatives; or (d) is disclosed by receiving party with disclosing party’s prior written approval.

Obligations of Receiving Party. Receiving party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the disclosing party. Receiving party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement, provided that disclosing party has granted permission to do so. Receiving party shall not, without prior written approval of disclosing party, use for receiving party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of disclosing party, any Confidential Information. The receiving party represents and warrants that it shall protect the Confidential Information received with at least the same degree of care used to protect its own Confidential Information from unauthorized use or disclosure.

Time Periods. The Confidential Information provisions of this Agreement shall survive the termination of this Agreement and receiving party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until disclosing party sends receiving party written notice releasing receiving party from this Agreement, whichever occurs first.

DISCLAIMER.

Client understands Company is not an agent, doctor, publicist, accountant, financial planner, lawyer, therapist, medical doctor, or any other or registered professional. Client understands that the information in the Program is for informational purposes only. The information is provided ”as is” without any representations or warranties, express or implied. Client understands that individual results may vary and no results are guaranteed.

Client understands that the Program does not contain any medical or mental health advice or counseling, nor is it intended to diagnose or treat any illnesses, mental or physical, or prevent future illnesses. The Client understands that Company is not acting in the capacity of a doctor, licensed dietician-nutritionist, psychologist or other licensed or registered professional, and that any advice given by the Company is not meant to take the place of advice by these professionals.

If the Client is under the care of a health care professional or currently uses prescription medications, the Client should discuss any dietary changes or potential dietary supplements use with his or her doctor, and should not discontinue any prescription medications without first consulting his or her doctor. Client understands that the information in this Program is NOT medical or nursing advice and is not meant to take the place of seeing licensed health professionals.

Company has made every effort to ensure that information contained in the Program has been tested for accuracy. There is no guarantee that Client will see positive results to its business using the techniques and materials provided by the Company. Company assumes no management responsibility for Client’s decisions or for policies or practices that Client implements. The Company does not provide legal, tax, or accounting information and advises Client to seek independent opinions from such professionals. Any statements related to income or earnings potential, regardless of medium, are examples of what may be possible in the future. The Company makes no guarantees regarding results, present or future. The Company is not responsible for Client’s earnings, income, sales, or any other business performance as a result of this Agreement.

INTELLECTUAL PROPERTY

The Company owns all rights in (1) the Program and all associated content and (2) the Company’s trademarks and any goodwill, derivative works, improvements and intellectual property associated with the Program and the Company’s trademarks. Client acknowledges that Client has no right, title, or interest in or to the Program, including, but not limited to, any recordings made during the Program, recordings used or distributed during the Program and/or written materials used and/or distributed during the Program. Client acknowledges that Client will make no claim to any right, title, or interest in the Program or any portion thereof. Client further acknowledges and agrees that Company shall own all rights, title, and interest in or to the Program or any portion thereof. The Client will not copy, modify, distribute, sell or lease the Program or the Company’s trademarks or any part thereof.

Company provides you with this Program solely for your personal, noncommercial use and you agree that you will not use the Program in any way whatsoever except for use in compliance with this Agreement. You will not use the Program in a manner that constitutes infringement or that has not been authorized by Company. More specifically, you may view, download, print, email and use these materials for your personal, noncommercial purposes only. You may not republish, reproduce, duplicate, copy, display, distribute, create a derivative work or otherwise use any material from the Program for any purposes. Additionally, you may not modify, republish, upload, post, transmit, rent, lease, loan, translate, sell, create derivative works, exploit or distribute in any manner or medium, including by email or other electronic means, any material from the Program.

Client agrees to cooperate with Company, at its expense, in all further actions, which the Company deems necessary or desirable to confirm, register, protect or enforce Company’s rights in and to the Program and/or any of Company’s intellectual property. Client agrees to execute all documents deemed necessary or desirable by the Company in connection therewith.

Client further agrees (1) not to infringe any Program participant’s or the Company’s copyright, patent, trademark, trade secret or other intellectual property rights, (2) all materials and information provided to Client by the Company are its confidential and proprietary intellectual property, belong solely and exclusively to the Company and may only be used by Client as authorized by the Company, and (3) the reproduction, distribution and sale of these materials by anyone but the Company is strictly prohibited. Any violation of this provision shall be deemed to be an infringement of Company’s intellectual property and may result in termination of this Agreement at the Company’s sole discretion and/or taking any legal action that the Company may deem necessary.

NON-DISPARAGEMENT.

Client shall not make any false, disparaging, or derogatory statement in public or private regarding Company, its employees, or agents. Company shall not make any false, disparaging, or derogatory statements in public or private regarding Client and its relationship with Company.

Limitation of Liability.

CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE PROGRAM; (II) STATEMENTS OR CONDUCT OF ANY THIRD PARTY THROUGH THE PROGRAM; OR (III) ANY OTHER MATTER RELATING TO THE PROGRAM. IN NO EVENT WILL THE COMPANY’S TOTAL LIABILITY TO CLIENT FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT CLIENT HAS PAID THE COMPANY UNDER THIS AGREEMENT. COMPANY ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE PROGRAM.

INDEMNIFICATION.

Client agrees to indemnify and hold harmless Company, its affiliates, and its respective officers, directors, agents, employees, and other independent contractors from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, Client’s participation in the Program or action(s) under this Agreement. Client agrees to defend against any and all claims, demands, causes of action, lawsuits, and/or judgments arising out of, or relating to, the Client’s participation in the Program or action(s) under this Agreement, unless expressly stated otherwise by Company, in writing.

DISPUTE RESOLUTION.

If a dispute is not resolved first by good-faith negotiation between the Parties to this Agreement, every controversy or dispute to this Agreement will be submitted to the American Arbitration Association. The arbitration shall occur within ninety-(90)-days from the date of the initial arbitration demand and shall take place in Suffolk County, New York. The Parties shall cooperate in exchanging and expediting discovery as part of the arbitration process and shall cooperate with each other to ensure that the arbitration process is completed within the ninety-(90)-day period. The written decision of the arbitrators (which will provide for the payment of costs, including attorneys’ fees) will be absolutely binding and conclusive and not subject to judicial review, and may be entered and enforced in any court of proper jurisdiction, either as a judgment of law or decree in equity, as circumstances may indicate.

GOVERNING LAW.

This Agreement shall be governed by and construed in accordance with the laws of the state of New York, regardless of the conflict of laws principles thereof and jurisdiction of any and all such disputes not governed by the Dispute Resolution Clause will lie in the state and federal courts sitting in Suffolk County, New York. Client consents to personal jurisdiction in the state and federal courts located therein and hereby waives all defenses of lack of personal jurisdiction and forum non-conveniens.

INJUNCTIVE RELIEF

Client hereby acknowledges and agrees that in the event of any breach of the Confidentiality and Intellectual Property provisions of this Agreement, the Company will suffer irreparable injury, such that no remedy at law will afford it adequate protection against, or appropriate compensation for, such injury. Accordingly, Client hereby agrees that the Company shall be entitled to specific performance of the Client’s obligations under the Confidentiality and Intellectual Property provisions of this Agreement, as well as such further injunctive relief as may be granted by a court of competent jurisdiction.

NOTICE

Except as otherwise provided herein, all notices that either party is required or may desire to give the other party shall be in writing to the address noted at the bottom of the Agreement. Electronic mail is permissible, but will only be considered sufficient notice if the non-sending party affirmatively confirms receipt.

ENTIRE AGREEMENT; AMENDMENT; HEADINGS.

This Agreement constitutes the entire agreement between the Parties with respect to its relationship, and supersedes all prior oral or written agreements, understandings and representations to the extent that they relate in any way to the subject matter hereof. Neither course of performance, nor course of dealing, nor usage of trade, shall be used to qualify, explain, supplement or otherwise modify any of the provisions of this Agreement. No amendment of, or any consent with respect to, any provision of this Agreement shall bind either party unless set forth in a writing, specifying such waiver, consent, or amendment, signed by both parties. The headings of Sections in this Agreement are provided for convenience only and shall not affect its construction or interpretation.

COUNTERPARTS.

This Agreement may be executed in one or more counterparts (including by means of facsimile or electronic mail via portable document format), each of which shall be deemed an original but all of which together will constitute one and the same instrument.

SEVERABILITY.

Should any provision of this Agreement be or become invalid, illegal, or unenforceable under applicable law, the other provisions of this Agreement shall not be affected and shall remain in full force and effect.

WAIVER.

The waiver or failure of Company to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.

SURVIVAL.

Any rights or obligations contained herein that by their nature should survive termination of the Agreement shall survive, including, but not limited to representations, warranties, intellectual property rights, indemnity obligations, and confidentiality obligations.

FORCE MAJEURE.

In the event that any cause beyond the reasonable control of either Party, including without limitation acts of God, war, curtailment or interruption of transportation facilities, threats or acts of terrorism, State Department travel advisory, labor strike or civil disturbance, make it inadvisable, illegal, or impossible, either because of unreasonable increased costs or risk of injury, for either Party to perform its obligations under this Agreement, the affected Party’s performance shall be extended without liability for the period of delay or inability to perform due to such occurrence.

CLIENT RESPONSIBILITY; NO GUARANTEES.

Client accepts and agrees that Client is 100% responsible for its progress and results from the Program. Company will help and guide Client; however, participation is the one vital element to the Program’s success that relies solely on Client. Company makes no representations, warranties or guarantees verbally or in writing regarding Client’s performance. Client understands that because of the nature of the program and extent, the results experienced by each client may significantly vary. By purchasing the course, Client acknowledges that there is an inherent risk of loss of capital and there is no guarantee that Client will reach its goals as a result of participation in the Program and Company’s comments about the outcome are expressions of opinion only. Company makes no guarantee other than that the Services offered in this Program shall be provided to Client in accordance with the terms of this Agreement.

Exhibit A – Program Guidelines

Client agrees to abide by the following guidelines (the “Program Guidelines”). Any violation will result in Client’s termination from the Program at Company’s sole discretion, without refund or release from future payments.

Client must be respectful of all participants, Company and Company’s staff at all times.
Client may not be disruptive during any Program events, Zoom Calls, livestreams or in the private Facebook Group, including, but not limited to, taking any actions or making statements that will impair any participant’s ability to participate or Company or Company’s representative’s ability to administer the Program.
Client must keep the intellectual property and confidential information disclosed during any event, Zoom Calls, livestream or in the private Facebook Group confidential. Client may not utilize or pass off as their own any intellectual property and/or confidential information from other participants or the Company.
Client is responsible for interactions with other Program participants or other third-parties, both during the Program and outside of the Program. Client must perform Client’s own due diligence before working with any other participant or third-party Client meets during the Program or is recommended by the Company.
Client agrees and understands that any Group Calls will be recorded and uploaded to the Facebook Group. Client agrees, as a participant, to be included in each recording.
Every term and condition of this Agreement equally applies to any activities in the private Facebook Group created for members of the Program. The Facebook Group is a complimentary bonus and subject to Facebook terms and conditions. Company does not have authority or control over Facebook and cannot predict any changes or rules to Facebook. The company is not liable for the Facebook Group being made available to you or your rights to access Facebook. Additionally, the company may institute community rules and guidelines for the Facebook Group with which you agree to comply.
To access certain features of the Program, Client will need a username and/or password. Client agrees to keep this information confidential and not share it with any other person or entity. If Company has reasonable grounds to suspect that Client has shared her username and/or password with another person or entity or forwarded or shared Program material with any other person or entity, Company has the right to suspend or terminate Client’s participation in the Program and refuse any and all current or future use of the Company’s website and online programs, in whole or part, without refund. Company also reserves the right to pursue all available rights and remedies to protect Company’s intellectual property.
Forbidden Activities – Client is strictly forbidden from the following:
1. Causing damage to the Program website or private membership site
2. Using the Program website or private membership site for any unlawful, illegal, fraudulent or harmful purpose or activity
3. Using the Program website or private membership site to copy, store, host, transmit, send, use, publish or distribute any spyware, virus, worm, Trojan horse, keystroke logger or other malicious software.
4. Using the Program website or private membership site to transmit, send or deliver unsolicited communications or for other marketing or advertising purposes
5. Systematically or automatically collecting data from the Program website or private membership site.
6. Sharing private, copyrighted and proprietary information from the Program with anyone else or otherwise sharing your username and/or password