UNCOVER YOUR HIDDEN BRILLIANCE: CLIENT AGREEMENT

By participating in Uncover Your Hidden Brilliance (herein referred to as “Program”), accepting this Agreement, or submitting payment, you are agreeing to the following terms:

Eunice Kimian (herein referred to as “Coach”) agrees to provide Program. Client agrees to abide by all policies and procedures as outlined in this agreement as a condition of their participation in the Program.

This service agreement outlines the activities in the Program:
1. 3 Biweekly Group Coaching Calls
2. Circle Group Support, Monday-Friday in between calls (providing coaching services and feedback on materials submitted)

1. Program Fees

(a) Client agrees to pay $440 due immediately.

Program fees are non-refundable.

2. Confidentiality
(a) Client Information. Any and all Client information and data of a confidential nature, including but not limited to any and all design, creative, marketing, sales, operating, performance, know how, business and process information (“Confidential Information”), shall be treated by Coach in the strictest confidence and not disclosed to third-parties or used by Coach for any purpose other than for providing Client with the services specified here without Client’s express written consent, other than to comply with law.

Confidential Information shall not include any information which (a) becomes available to the public through no breach of confidentiality by Coach, (b) was in Coach's possession prior to receipt from the disclosure, (c) is received by Coach independently from a third-party free to disclose such information, or (d) is independently developed by Coach without use of the Client’s Confidential Information.

(b) Participant Information. Client agrees to keep private any Information, as defined in paragraph 2(a), shared by fellow participants in the Program (“Participants”). Any Information shared by Participants is confidential, proprietary, and belongs solely and exclusively to the Participant who discloses it. Client agrees not to publish, disclose, reveal, or make use of any Information or any transactions, during discussions, on the Slack channel or otherwise. Client agrees not to use such Information in any manner other than in discussion with other Participants during the Program. Information shall not include information rightfully obtained from a third party. Client will keep Participants’ Information in strictest confidence and shall use the best efforts to safeguard the Information and to protect it against disclosure, misuse, loss, and theft.

Client understands that despite efforts to maintain privacy of an online forum, Company cannot control all parties. You understand that any forum hosted by Coach is to be considered a public forum and that all Clients should refrain from sharing confidential or sensitive personal data in any such forum.

(c) Company Information. Client agrees to keep confidential any Confidential Information, as defined in paragraph 7(a), shared by Coach in the Program. Any Confidential Information shared by Coach, her employees, or contractors is confidential, proprietary, and belongs solely and exclusively to Coach. Client agrees not to disclose, reveal, or make use of any Confidential Information or any transactions, during discussions, on the Facebook group or otherwise. Client agrees not to use such Confidential Information in any manner other than in discussion with other Participants during the Program. Confidential Information shall not include information rightfully obtained from a third-party. Client will keep Coach's Confidential Information in strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, loss, and theft.

(d) Non-Disparagement. Client shall, during and after the participation in the Program, refrain from making any statements or comments of a defamatory or disparaging nature to any third-party regarding Coach, or any of Coach's officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law. This provision in no way restricts a Client’s ability to communicate reviews or performance assessments about Coach's goods or services.

(e) Violations of Confidentiality. Client agrees that if Client violates or displays any likelihood of violating this paragraph 7 the Coach and/or the other Program Participant(s) will be entitled to injunctive relief to prohibit any such confidentiality violations to protect against the harm of such violations. Any breach of this clause is grounds for immediate removal from the Program.


3. No Guarantees
Coach does not guarantee profit or specific outcomes as a result of coaching or consulting services. Client agrees that it is the Client's responsibility to apply the principles and strategy taught to Client's life and business.

4. Limitation of Liability
Client agrees they used Coach’s services at their own risk and that Program is only an educational service being provided. Client releases Coach from any and all damages that may result from any claims arising from any agreements, all actions, causes of action, contracts, claims, suits, costs, demands and damages of whatever nature or kind in law or in equity arising from my participation in the Program. Client accepts any and all risks, foreseeable or unforeseeable. Client agrees that Coach will not be held liable for any damages of any kind resulting or arising from including but not limited to; direct, indirect, incidental, special, negligent, consequential, or exemplary damages happening from the enrollment in the Program.

5. Disclaimer
Client understands that Eunice Kimian is a Coach and not a medical doctor or licensed psychiatrist or psychologist. Nothing that happens during your session(s) should be construed as a substitute for the advice of a licensed medical professional.

6. Intellectual Property
Eunice Kimian owns all intellectual property including, but not limited to: materials, tools, images, session design, and processes. The program is copyrighted, and the original materials that have been provided to Client are for Client’s individual use only and a single-user license. Client is not authorized to use any of Coach’s intellectual property for Client’s business purposes. All intellectual property, including course materials, shall remain the sole property of Eunice Kimian. No license to sell or distribute Coach’s materials is granted or implied. By purchasing this product, Client agrees (1) not to infringe any copyright, patent, trademark, trade secret, or other intellectual property rights, (2) that any Confidential Information shared by Coach is confidential and proprietary, and belongs solely and exclusively to Coach, (3) Client agrees not to disclose such information to any other person or use it in any manner other than in discussion with Coach, with the written consent of Coach.

7. Termination for Breach
Either Party may terminate this Agreement at any time in the event of a breach by the other Party of a material covenant, commitment or obligation under this Agreement that remains uncured for fourteen (14) days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either Party. Termination shall be in addition to any other remedies that may be available to the non-breaching Party.

8. Termination for Convenience
Either Party may terminate this Agreement, at any time with or without cause by giving fourteen (14) days prior written notice.

9. Obligations upon Termination
Termination of this Agreement for any reason shall not discharge either Party's liability for obligations incurred hereunder and amounts unpaid at the time of such termination.

10. Force Majeure
Neither party shall be liable for delay or failure in the performance of its obligations under this Agreement, except for the payment of money, if such delay or failure is caused by conditions beyond Coach or Client’s reasonable control, including but not limited to, fire, communication line failures, electrical outages, network failures, acts of God,
terrorism, civil commotion or labor disputes. Each party shall use reasonable efforts to notify the other party of the occurrence of such an event within three (3) business days of its occurrence. In the event such an event occurs, Coach will require payment only for the time spent on services provided by this agreement.

11. Governing Law and Venue
This Agreement is governed by the laws of the state of California. If a dispute arises out of this Agreement that cannot be resolved by mutual consent, the Client and Coach agree to attempt to mediate in good faith for up to thirty (30) days after notice is given. If the dispute is not resolved between Client and Coach, the Parties agree to bring their case solely before a relevant court located in California.

12. Attorney’s Fees
Each Party will bear its/his/her own costs, expenses and attorney’s fees, arising out of this matter. However, if any Party institutes legal proceedings over the enforcement of this Agreement, the prevailing Party shall be entitled to recover its costs, including reasonable attorneys’ fees, incurred in such action.

13. Assignment
Client shall not assign or transfer this Agreement, or any of its rights, interests or obligations hereunder without Coach’s prior written consent. This Agreement shall not be changed or terminated other than in writing. This Agreement supersedes and cancels all prior agreements between the parties, whether written or oral, relating to the Services.

14. Severability
In the event any one or more of the provisions 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 thereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

15. Headings
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

16. Rights Cumulative
The rights and remedies of the Parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or equity.

17. Entire Agreement
This Agreement (including any exhibits and/or addendums) constitutes the entire Agreement of the Parties pertaining to the subject matter hereof and merges all prior negotiations and drafts of the parties with regard to the transactions contemplated herein. Any and all other written or oral Agreements existing between the parties hereto regarding such
transactions are expressly canceled. In the event of any conflict between this Agreement and any of the exhibits or addendums attached hereto, the terms of this Agreement shall govern.

18. Amendments
Modifications this Agreement can only be made in writing and signed by authorized representatives of both parties.