Clarity Coaching LLC
Terms and Conditions ("Agreement")
Payment and Cancellation.
Client agrees to submit payment for services rendered via PayPal, Online Payment Portal through Clarity Coaching LLC's website https://www.claritycoaching.online, cash, and/or check prior to the beginning of all coaching sessions.
Additionally, custom services can be created for clients seeking services in specialized fields including, but not limited to, voiceover coaching. Custom services will be billed at a rate deemed suitable by Member and Creator of Clarity Coaching LLC, Ms. Katya Landau. If Client is unable to give Clarity Coaching LLC a full 24 hours notice prior to canceling a coaching session, Client will pay to Clarity Coaching LLC for the full amount of time reserved for the coaching session.
Location.
Coaching sessions will take place online with Zoom or at an agreed upon public location and/or private residence. Client may request a location outside of the designated radius and, if approved, Client agrees to pay an additional convenience fee. Clarity Coaching LLC reserves the right to deny location requests.
Relationship of the Parties.
Clarity Coaching LLC is an independent contractor, not an employee of Client or any company affiliated with Client.
Clarity Coaching LLC shall provide the Services under the general direction of Client, but Clarity Coaching LLC shall determine, in Clarity Coaching LLC's sole discretion, the manner and means by which the Services are accomplished.
This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement.
Intellectual Property.
Clarity Coaching LLC and the work product or Deliverables prepared by Clarity Coaching LLC shall not be deemed a work made for hire as that term is defined under Copyright Law. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
Client agrees to privately maintain all research, materials, documents, and pedagogy provided by Clarity Coaching. Any reproduction or sharing of materials provided and/or created by Clarity Coaching LLC without the express written consent of the Sole Member and Creator of Clarity Coaching LLC, Ms. Katya Landau, is strictly prohibited.
Clarity Coaching LLC Agents.
Clarity Coaching LLC shall be permitted to engage and/or use third party service providers as independent contractors in connection with the Services ("Agents"). Notwithstanding, Clarity Coaching LLC shall remain fully responsible for such Agents' compliance with the various terms and conditions of this Agreement.
No Exclusivity.
The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Clarity Coaching LLC, and Clarity Coaching LLC shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Clarity Coaching LLC.
Indemnification/Liability.
Client agrees to indemnify, save and hold harmless Clarity Coaching LLC from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client's responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances Clarity Coaching LLC shall promptly notify Client in writing of any claim or suit; Client has sole control of the defense and all related settlement negotiations; and Clarity Coaching LLC provides Client with commercially reasonable assistance, information and authority necessary to perform Client's obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Clarity Coaching LLC in providing such assistance. The client will not hold Clarity Coaching LLC liable for previous, current, or future conditions of hoarseness, roughness, breathiness, strained voice, weak voice, vocal fatigue, throat pain, vocal node(s), and/or polyp(s).
Limitation of Liability.
THE SERVICES AND THE WORK PRODUCT OF CLARITY COACHING LLC ARE SOLD "AS IS." IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF CLARITY COACHING LLC, ITS MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES ("CLARITY COACHING LLC PARTIES"), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT'S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF CLARITY COACHING LLC. IN NO EVENT SHALL CLARITY COACHING LLC BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY CLARITY COACHING LLC, EVEN IF CLARITY COACHING LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY .
Modification/Waiver.
This Agreement may be modified by the parties. Any modification of this Agreement must be in writing and signed by both parties. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
Notices.
All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail or by certified or registered mail, return receipt requested. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of delivery.
No Assignment.
Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party.
Force Majeure.
Clarity Coaching LLC shall not be deemed in breach of this Agreement if Clarity Coaching LLC is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity of Clarity Coaching LLC or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Clarity Coaching LLC's control (collectively, "Force Majeure Event"). Upon occurrence of any Force Majeure Event, Clarity Coaching LLC shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
Governing Law and Dispute Resolution.
The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of Washington without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. In all other circumstances, the parties specifically consent to the local, state and federal courts located in King County in the state of Washington. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys' fees and costs. If Clarity Coaching is forced to consult with or hire an attorney to enforce any rights under this Agreement, Clarity Coaching shall be entitled to reasonable attorneys' fees and costs from Client. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail. Client acknowledges that Clarity Coaching LLC will have no adequate remedy at law in the event Client uses the deliverables in any way not permitted hereunder, and hereby agrees that Clarity Coaching LLC shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.
Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
Headings.
Captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.
Integration.
This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement. This Agreement comprises this Basic Terms and Conditions for work between Clarity Coaching LLC and Client.
Right to Refuse Service.
Clarity Coaching LLC has the right to refuse service to any and all potential clients due to inappropriate and/or unlawful behavior, actions, and/or Clarity Coaching LLC's belief that they are ill-equipped to offer a potential client the services they are in need of including, but not limited to, speech pathology, speech therapy, voice therapy, and/or singing training.