TERMS OF SERVICE
Download as PDFEffective June 27, 2023
Chang O Son Coaching, LLC, a North Carolina limited liability company doing business as Chang O Son Coaching (the "Company"), provides health coaching services. These services may be ordered by customers through the Company’s website at https://www.changoson.com/, including other pages using the changoson.com domain (collectively, the "Website"), or through any other order forms the Company might make available on one or more occasions (“Order Forms”).
These terms of service are an agreement between the Company and each person who orders one or more services through the Website or an Order Form (“you”). Among other rights and obligations of the parties, these terms of service govern your access to, your use of, and the Company’s provision of any services you order (“Our Relationship”). THESE TERMS OF SERVICE WILL BE EFFECTIVE AS A BINDINGAGREEMENT BETWEEN YOU AND THE COMPANY DURING THE DURATION OF OUR RELATIONSHIP.
PLEASE CAREFULLY READ THESE TERMS OF SERVICE BEFORE SUBMITTING AN ORDER. UNDER THESETERMS OF USE, YOU ARE GIVING UP IMPORTANT RIGHTS, INCLUDING YOUR RIGHT TO A JURY TRIAL.
7. OFFER AND ACCEPTANCE.
Your Order is an Offer
By submitting an order for one or more services through the Website or an Order Form, you offer to purchase those services from the Company subject to these terms of service and the terms of the order.
Your order will become effective as an offer when it is submitted by you and received by the Company at its office in North Carolina. You may cancel the order any time before the Company accepts it. To cancel your order, you must give the Company written notice that you want to cancel the order.
The Company’s Response to Your Order
The Company is not required to accept your order. Our Relationship will begin on the day the Company accepts your offer ("Effective Date") by either (a) notifying you (other than by an automatic order confirmation) that the Company has accepted your order, or (b) performing under these terms of service for more than 5 days, with that acceptance being deemed to occur the day the Company first began to perform with respect to your order.
Your order will become effective as an offer when it is submitted by you and received by the Company at its office in North Carolina. You may cancel the order any time before the Company accepts it. To cancel your order, you must give the Company written notice that you want to cancel the order.
Refund Upon Cancellation or Rejection of Your Order
If you make one or more payments to the Company with respect to an order and either you cancel that order or the Company rejects that order, the Company will refund you the full amount of those payments. IF THE COMPANY ACCEPTS YOUR ORDER, YOU WILL NOT BE ENTITLED TO ANY REFUND unless section 10 (titled “ No Refunds or Early Terminations ”) or your order provides you may receive are fund.
8. THE SERVICES
Delivery of Services
If the Company accepts your order, the Company shall provide you each service you included in that order (each a “Ordered Service”) in accordance with the descriptions and specifications stated in the order for each such Ordered Service (“Service Descriptions”).
The Company will be deemed to provide each Ordered Service to you by, to the extent applicable to each Ordered Service:
(a) providing you with reasonable access to all meetings, calls, sessions, retreats, and other events that(1) your order states the Company will provide you access to as part of that Ordered Service or (2) the Company provides its clients access to in the ordinary course of business as part of that Ordered Service, except the Company will not need to provide you such access to the extent your order states it excludes or states it does not include such access (collectively, “Events”);
(a) ensuring one or more coaches, consultants, advisors, instructors, concierges, analysts, assistants, customer support specialists, or other service providers employed or contracted by the Company to provide services on behalf of the Company ("Team Members") timely host, appear for, and participate in all scheduled Events in accordance with the Service Descriptions for that Ordered Service;
(b) providing you reasonable access to all Facebook groups, Clubhouse rooms, Discord servers, Zoom meetings, Google Hangouts, message boards, and other interactive forums that your order states the Company provides as part of that Ordered Service or that the Company provides to its clients as part of that Ordered Service in the ordinary course of business (collectively, “Forums”);
(b) providing you reasonable access to all documents, audio and video recordings, social media posts, sample forms, webpages, and other digital content that your order states are provided by the Company, or that the Company provides in the ordinary course of business to its clients, as part of that Ordered Service (“Content”); and
(c) providing you substantially all other deliverables, if any, in accordance with the Service Descriptions for that Ordered Service.
Programs are Subject to Change
The Company may, on one or more occasions, change the Content, Events, Forums, and other aspects of any Program in response to group needs, available technology, and other factors. Each time the Company determines to make such a change, the Company will replace the item that was changed with an item of equal or greater value.
9. YOUR DUTIES
Use of Services
You shall only use each Ordered Service in accordance with that service’s respective purpose stated in your Order (each a “Purpose”).
Subject to the terms in your order, the access to Events, Forums, Content that the Company grants you under these terms of service is limited to –
(a) only you, and
(b) the duration of the Ordered Service stated in your order.
When Our Relationship ends with respect to an Ordered Service, you will lose access to the Events, Forums, and Content the Company provides as part of that Ordered Service.
You shall not, without the Company’s written consent, use the Ordered Service (including any of the Content) to instruct others in how to provide services that are the same as or substantially similar to the Ordered Service. A service will be deemed substantially similar to an Ordered Service if it (a) is intended to or does in fact provide similar benefits and outcomes to customers as an Ordered Service, or (b)otherwise directly competes with an Ordered Service in the marketplace.
Promptly Paying
The price for the Ordered Service is the amount stated in your shopping cart at time of check out, unlessstated otherwise in the order. Payment is due at the time stated in the order.
You may pay for the Ordered Service in multiple installments if your order provides for payment by installments. In that case, the number, timing, and amounts of the installments will be as stated in your order form. Unless the order form provides otherwise, the first payment will be due no later than the Effective Date (as defined in the Terms of Service) and each subsequent payment will be due the same day as the Effective Date each month thereafter. If, when ordering, you initially select to pay in installments but you pay the full price of the Ordered Service no later than the 45 th day after the Effective Date, you will receive the same discount for paying in full as you would have received if you chose to pay in full when placing your order.
You shall promptly pay the Company all amounts owed to the Company in accordance with the terms of the order, including the price stated in Service Descriptions for each Ordered Service (subject to applicable discounts), any late fees, and any licensing fee as provided in the order or these terms of service.
When Our Relationship ends, you remain obligated to promptly pay the Company until the full price of the Ordered Services has been paid. Your payment obligations under these terms of service do not depend on Our Relationship remaining in effect, or you maintaining access to Events, Forums, or Content. For example, if Our Relationship ends early after a material breach by you, or if the Company removes you from one or more Events or Forums for violating the Company’s Community Standards(defined in this section 3 under the heading “ Complying with Community Standards ”), you remain responsible to pay the Company for the full price of each Ordered Service as if Our Relationship did not end early or you were never removed.
Any failure of you to pay the Company within 30 days of the applicable pay-by date will be a material breach of these terms of service.
An action by you will be a material breach of these terms of service if it causes or is intended to cause a bank, credit card issuer, payment processor, or similar financial service to rescind, reverse, withhold, or charge back one or more payments that the Company or a payment processor acting on the Company'sbehalf charged in accordance with these terms of service.
The Company will provide you invoices for any Ordered Services that are billed on an hourly basis. The invoices will state the number of billable hours worked, the nature of the work performed, any bill able expenses or other fees being charged to you, and total amount you owe the Company for the period covered by the invoice. If you dispute an amount the Company bills in the invoice, you shall timely pay the Company the amount that you in good faith does not dispute, and promptly notify the Company of the reasons for disputing the amount billed. The parties shall then promptly negotiate in good faith regarding the amount in dispute.
Complying with Community Standards
When participating in Events and Forums, you must comply with the Company's community standards, which are available at https://www.changoson.com/communitystandards ("Community Standards"). If you violate a provision of the Community Standards, the Company may deny you access to Events and Forums until you take reasonable steps to remedy the violation and provide the Company with reasonable assurance that you will not repeat such violation.
In addition, you acknowledge and agree that:
(a) You will not collect or harvest (or permit anyone else to collect or harvest) any content or any non-public or personally identifiable information about another user or any other person or entity without their express prior written consent.
(b) You will not use any of the Company’s websites or services in a manner (as determined by the Company in its sole and absolute discretion) that:
is illegal, or promotes or encourages illegal activity;
promotes, encourages or engages in terrorism, violence against people, children, animals, or property;
promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;
infringes on the intellectual property rights of another user or any other personor entity;
violates the privacy or publicity rights of another user or any other person orentity, or breaches any duty of confidentiality that you owe to another user orany other person or entity;
interferes with the operation of any website or service of the Company;
(c) You will not perform any false, abusive or fraudulent activity. You will not perform any action that imposes, or may impose, in the Company’s discretion, an unreasonable or disproportionately large load on our infrastructure; and
(d) You will not copy or distribute in any medium any part of this Website or services.
The Company may amend the Community Standards on one or more occasions in accordance withsection 5 (titled “ Changes to These Terms of Service ”).
No Sharing Access
You must not share with anyone your log-in information for accessing the Events, Forums, or Content,and shall not otherwise grant anyone access to the Events, Forums, or Content.
A violation of this section titled “ No Sharing Access ” will be a material breach of these terms of service.
No Making Your Own Recordings
You shall not make any audio recording, video recording, picture, or image or other recording of anyEvent. Any recordings of Events shall be exclusively made and provided by or on behalf of the Company.
Maintaining Up-to-date Contact and Billing Information
If your contact information or billing information changes at any time during Our Relationship, you mustprovide the updated information to the Company within 14 days of any such change.
10. ADDITIONAL PAYMENT TERMS
Payment Authorization
If an Ordered Service is eligible at checkout for payment by credit or debit card, PayPal, or other form of electronic payment ("Electronic Payment"), and you chose to pay for that Ordered Service by Electronic Payment, you hereby authorize the Company to charge the credit card or other form of Electronic Payment that you provide to the Company or its payment processor. The Company and its payment processor (a) may keep the card or other Electronic Payment information on file and (b) may, without prior notification, automatically charge you in accordance with the schedule stated in this order or otherwise at checkout unless the date or amount changes, in which case you will receive notice 10 days in advance of the change. You must provide a back-up form of payment if the first form of Electronic Payment does not process or declines. Your refusal to authorize any form of payment or your dispute of an Electronic Payment properly processed under these terms of service will be a material breach of the Terms of Service.
Discounts and Special Promotions
Your order for an Ordered Service will be subject, at your election, to the terms of any discounts or special promotions stated in a document issued by the Company that is in effect by its own terms as of the day you submit your order for the Ordered Services.
Late Fees
You shall pay the Company a $25 late fee for each payment you fail to pay the Company in full within 14days of the applicable pay-by date. You acknowledge that the late fee is fair compensation to the Company for the increased administrative costs and other hardship a late payment may cause to the Company.
11. RESCHEDULING; FAILURE TO SHOW
The Company may, on one or more occasions, reschedule any Event by providing you with a notice of the new date and time at least 24 hours before the Event was otherwise scheduled to occur, or as soon as practical if the Company is affected by an emergency.
You may, on one or more occasions, request that the Company reschedule a one-on-one Event by providing the Company and the impacted Team Member with a notice containing your request at least24 hours before the Event was otherwise scheduled to occur, or as soon as practical if you are affected by an emergency. Within a reasonable time of receiving such a request from you, the Company will coordinate with you to reschedule the one-on-one event.
If you fail to attend a one-on-one Event within 15 minutes of the scheduled time and did not request to reschedule in accordance with this section 5 , the Company will not be obligated to reschedule that Event and will be deemed to have fulfilled its obligations for that Event.
Group Events, such as Events that can be joined by more than one of the Company's customers or the public in general, will be held at the times determined by the Company. The Company will not replace or reschedule any group Event that you fail to attend.
12. CHANGES TO THESE TERMS OF SERVICE
The Company may amend these terms of service on one or more occasions. All amendments will beeffective immediately when the Company publishes on the Website the amended terms of use andnotifies you of the amended terms by email or other permitted form of notice. The amendments willbecome effective regardless of whether you acknowledge receipt of such notice. The amendments willapply to Our Relationship after they take effect, but any amendment to section 19 (titled “ DisputeResolution ”) will not apply to any Dispute (defined below) existing before you were notified of thatamendment.
13. ENDING OUR RELATIONSHIP
Term
These terms of service will become effective as an agreement between you and the Company when Our Relationship begins. These terms of service will cease to be effective as an agreement between you and Company when Our Relationship ends.
Our Relationship will end when the Company has fulfilled its obligations to provide you the Ordered Services, unless Our Relationship ends early under the other provisions of this section 7 or under section9 (titled “ Material Breach ”).
Cooling Off Period
Either party may end Our Relationship early by giving notice to the other party no later than 7 days after the Effective Date, except Our Relationship will not end under this paragraph (titled “Cooling Off Period)if any of the following occurs:
Our Relationship will end when the Company has fulfilled its obligations to provide you the Ordered Services, unless Our Relationship ends early under the other provisions of this section 7 or under section9 (titled “ Material Breach ”).
(a) the Company began to provide you a one-on-one Service before receiving your notice to end Our Relationship; or
(b) the Company determines you accessed, downloaded, viewed, or otherwise used more than a trivial portion of the Content.
14. NO RENEWAL
Unless the terms of the order say otherwise, Our Relationship with respect to an Ordered Service will not automatically renew. At the end of Our Relationship, you may submit a new order. Any new order you submit to the Company might be subject to different terms of service and our availability of services existing at the time of that order.
15. MATERIAL BREACH
If a party commits a material breach of one or more of that party’s obligations under this Agreement,the nonbreaching party may give notice to the breaching party providing no less than 14 consecutivedays to cure the breach (“Cure Period”). The Cure Period will begin when the breaching party receivesthat notice. The Agreement will end if the breaching party fails to cure the breach before 11:59 pm (inthe breaching party’s time zone) on the last day of the Cure Period. The nonbreaching party’s notice willnot cause this Agreement to end if the breaching party cures the material breach during the CurePeriod.
The Company may end Our Relationship immediately upon notice to you if the Company determinesthat you committed a material breach of the Community Standards. Conduct will be deemed a materialbreach of the Community Standards if it, for example, (1) involves harassment or unlawfuldiscrimination; (2) threatens, encourages, or is likely to cause injury; (3) is hateful, demeaning, ordisparaging; (4) is likely to cause emotional distress, anxiety, or fear; (5) is disruptive or offensive; (6) isfraudulent, deceptive, or intentionally misleading; (7) involves the promotion of goods or services ofyour business or someone else you work for or are affiliated with, unless the you obtained beforehandthe Company’s written approval; or (8) is otherwise unlawful or violates the legal rights of others.
16. NO REFUNDS OR EARLY TERMINATIONS
You are not entitled to any refund, except if you end Our Relationship early in accordance with theprovision of section 7 titled “Cooling Off Period”.
These terms of service are a commitment by both parties for the duration of Our Relationship stated inthe Service Descriptions. You understand and acknowledge that there are at least three importantreasons why these terms of service do not provide for refunds or permit you to end Our Relationshipearly outside of the Cooling Off Period:
(a) You will likely face difficulties, hardship, and other challenges in pursuing your goals and desiredoutcomes from the Ordered Services. Strict enforcement of the no-refunds-and-no-early-exit provisionwill help motivate you to endure and push through these challenges, thus improving your chances ofachieving your goals and desired outcomes. This is why this type of provision is common in Coachingagreements.
(b) Because of Our Relationship, the Company must ensure it has adequate time, resources, and workersallocated to fulfill the Company's obligations under these terms of service. In reliance on your promisesunder these terms of service (including in each of your orders), the Company will likely take numerousstrategic actions, including making purchases, hiring workers, and making other long-termcommitments. Your enrollment in a service provided by the Company might also prevent the Companyfrom filling that seat with another potential client or otherwise provide services to someone else.
(c) For any Ordered Service that includes access to Content, a substantial portion of the price of theOrdered Service covers the licensing fee for the Content. The Company has committed substantial time,money, and resources to developing the Content, and by them shares valuable proprietary informationbelonging to the Company. The Ordered Service delivers substantial immediate value by giving youimmediate access to the Content and permission to use the Content in accordance with these terms ofservice.
Refunds Requested During the Cooling Off Period
If Our Relationship ends early under the provision in section 7 titled “Cooling Off Period”, the Companyshall promptly refund you the full amount you paid the Company minus any payment processing feescharged to the Company in connection with receiving or returning your payment.
17. INTELLECTUAL PROPERTY
Ownership
You acknowledge that the Company owns or obtained the rights to use all copyrights, trademarks, trade secrets, and know-how in the Content (collectively, "Intellectual Property").
License
The following license applies to the extent each Ordered Service includes access to or provision of Content. In exchange for your payment of the applicable licensing fee required in the order for each the Ordered Service, the Company hereby grants you a non-exclusive, worldwide, perpetual (subject to revocation as provided in this section 11 under the heading “Revocation of License”), non transferable, non-sublicensable license to use each Order Service’s Content as permitted in this section 11 under the heading “Permitted Use” ("License").
Permitted Use
You are permitted under the License to use all Content included in each Ordered Service as follows: to watch, play, read, listen to the Content as necessary for you to receive, use and benefit from an Ordered Service in accordance with that service’s respective Purpose.
Non-permitted Use
You shall not use the Content or other Intellectual Property except as permitted in this section 11 under the heading “Permitted Use” or as would be fair use under applicable law. For example, you shall not –
(a) download, store (other than as your browser will automatically store in your cache), publicly perform, broadcast, display, distribute, sell, give away, offer to sell, or offer to give away any Content, Intellectual Property, or derivative work made from any Content or Intellectual Property;
(b) brand or mark a product or service of anyone (except of the Company) with any Intellectual Property;
(c) brand, mark, or identify any Content with the trademarks of anyone other than the Company; or
(d) otherwise use any Content inconsistently with the Purpose of the Ordered Services.
Revocation of License
If Our Relationship ends early as provided in section 7 under the heading “Cooling Off Period”, any License granted as part of Our Relationship will be automatically revoked when Our Relationship ends.
The Company may, upon notice to you, revoke one or more Licenses if Our Relationship ends earlyunder section 9 (titled “Material Breach”) because of a material breach by you.
Within 30 days of receiving notice of a License's revocation, you shall: destroy all copies of the Content within your possession, access or control and refrain from using the Content.
Upon revocation of a License, the Company may require you to provide the Company with a statement stating that you have deleted all Content from all devices and storage systems you possess, access, or control; that you will not further use any of the Content; and that you acknowledge you must pay the Company applicable licensing fees if you use any of the Content.
Licensing Fee
For each Ordered Service that includes a License to use Content, you shall pay the Company the licensing fee stated in your order.
You shall pay the Company an additional licensing fee for each person with whom you share a copy of or derivative work made from the Content, in whole or in part, unless such sharing is permitted in the License under the paragraph titled “Permitted Use”.
If the Company revokes a License, the Company shall refund you the licensing fee to the extent you are entitled to a refund under section 10 (regarding refunds), except the Company will not be required to refund you the licensing fee and the Company may require you to pay the full amount of the applicable licensing fee in any of the following circumstances: (1) you use the Content after the License is revoked and the Company decides to reinstate the License by providing you written notice of its reinstatement;(2) you refuse to provide the Company with a statement requested under the provision of this section11 titled “Revocation of License”, (3) the Company revoked the License because of your material breach of the License; or (4) you otherwise are not entitled to a refund under section 10, such as if the Company ends Our relationship early because of your material breach of these terms of service.
Survival
The provisions of this section 11 (titled “Intellectual Property”) will remain in effect after Our Relationship ends.
18. NONDISCLOSURE OF CONFIDENTIAL INFORMATION
Definition of Confidential Information
The parties acknowledge that, as part of Our Relationship, you might disclose Confidential Information to the Company (including its Team Members) on one or more occasions. In these terms of service, “Confidential Information” means your customer lists, business plans, goals, self-assessments, trade secrets, product ideas, and any other technical, operational, financial, or economic information about you that you share with the Company on a one-on-one basis in connection with receiving or using the Ordered Services. Confidential Information does not include information that is already public when you disclose it to the Company or becomes public, at no fault of the Company, after you disclose it to the Company. Any information that you share in Forums or during Events attended by the public or other customers of the Company will be deemed public.
Reasonable Precautions by the Company
The Company shall, as long as the Confidential Information is not public, take precautions to prevent disclosure or use of Confidential Information other than as authorized in these terms of service. Those precautions will be at least as effective as a reasonable person in the position of the Company. Subject to those precautions, the Company may share Confidential Information with any of its Team Members, employees, contractors, owners, officers, managers, agents, representatives, professional advisors, legal counsel, or wholly owned subsidiaries (collectively, "Affiliates").
Indemnification of the Company if Disclosure is Compelled
The Company shall promptly notify you if it receives a subpoena, court order, or similar mandate compelling disclosure of the Confidential Information, and shall reasonably cooperate with you in opposing such disclosure. You shall indemnify the Company and its Affiliates against all Indemnifiable Losses arising out of any investigation, negotiation, or proceeding in which any such indemnitee opposes disclosure of your Confidential Information (collectively, "Proceeding"). In these terms of service, "Indemnifiable Losses" means any out-of-pocket expense incurred in opposing disclosure of Confidential Information in a Proceeding, including court filing fees, court costs, arbitration fees, witness fees, attorneys’ fees, and other professionals’ fees and disbursements. The provisions of this paragraph(titled “Indemnification of the Company if Disclosure is Compelled”) will remain in effect after Our Relationship ends.
19. MEDIA RELEASE
You acknowledge that the Company records many of its Events, and as a result, you and your participation might be recorded by the Company. You also acknowledge that the Company might, on one or more occasions, ask you to provide testimonies. You are not obligated to provide any testimony.
You hereby irrevocably consent to the Company's use in perpetuity, worldwide, royalty-free, of:
(a) your image, likeness, voice (if applicable), and first name, together with your positive statements about the Company, the Ordered Services and your progress that you share (1) on the Forums, (2) during Events, or (3) directly to the Company (including to any Team Members) (collectively, “Testimonial”); and
(b) your name, image, likeness, voice, and statements to the extent contained in any recordings(including videos, audio recordings, pictures, and transcripts) of Events attended by the public or other customers of the Company (collectively, "Appearances").
The Company may use, copy, exhibit, publish, and distribute the Testimonial and Appearances, in whole or in part, in print (including packaging), television, radio, film, digital media (including the internet, social media, websites, and apps), and in all other media now or later known for advertising, marketing, publicity, or training purposes or for use as part of any current or future product or service of the Company. The Company will be under no obligation to actually use the Testimonial or Appearances, and may use the Testimonial and Appearances either with or without your name.
The Company shall take reasonable precautions to not, without your prior consent, use any Testimonial to the extent it contains Confidential Information.
You waive the right to inspect or approve any use by the Company of the Testimonial or Appearance.
The provisions of this section 13 will remain in effect after Our Relationship ends.
20. CIRCUMSTANCES BEYOND ONE'S CONTROL
In these terms of service, “Circumstance Beyond Control” means, as to a party, (a) an event or circumstance (whether foreseeable or unforeseeable) that was not caused by that party, or (b) any consequence of such an event or circumstance. Despite the forgoing definition, a Circumstance Beyond Control does not include an event or circumstance that results in that party not having enough funds to comply with an obligation to pay money.
If a Circumstance Beyond Control prevents a party from complying with one or more obligations under these terms of service, that inability to comply will not be a breach of these terms of service if that party(a) uses reasonable efforts to perform those obligations; (b) promptly notifies the other party of the occurrence of that Circumstances Beyond Control, its effect on performance, and how long the noncomplying party expects it to last; (c) updates that information as reasonably necessary; (d)promptly provides the other party, if that other party requests, evidence reasonably confirming the existence of the Circumstance Beyond Control; and (e) uses reasonable efforts to resume its performance under these terms of service.
21. RELATIONSHIP OF THE PARTIES.
The parties intend that their relationship under these terms of service is that of independent contractors, and do not intend to create or imply an employment, agency, partnership, or joint venture relationship between the parties or between one party and the other party's employees, representatives, or other affiliates. Neither party may contract, incur liability, make statements, or other wise act on behalf of the other party. Each party is responsible to pay the salaries (including withholding of income taxes and social security) and employment benefits (including worker's compensation) of that party's employees and contractors.
22. NOTICES
A notice or other communication under these terms of service will be effective if it is in writing, properlysent to the receiving party, and received by that party.
A notice will be deemed properly sent if it is addressed or transmitted to the receiving party as follows:
(a) if the receiving party is the Company, by email to support@changoson.com, or by mail addressed to Chang O Son Coaching, LLC, 555 Magnum Street, Suite 100, Durham, North Carolina, 27701-4689;
(b) if you are the receiving party, to the phone number, email address, mailing address, or other means of contact submitted with your order for one or more Ordered Services;
(c) to any other phone number, email address, mailing address, or other means of contact that the receiving party states in a notice may be used for sending notice to that receiving party.
A notice will be deemed to have been received as follows:
(a) if it is by email, text message, or other electronic communication, when the receiving party acknowledges by a notice (other than by read receipt or an automatic reply) that the party received the initial notice, but the initial sending party does not need to acknowledge the receiving party’s acknowledgment;
(d) if it is by mail, four days after notice was sent, or two days after notice was sent if sent by certified mail;
(e) if it is by email sent using RPost and the sending party received with respect to that email an R Post “Registered Receipt” stating a delivery status as high as at least “delivered to mail server,” when the intended recipient’s authorized email-collecting agent accepts that email; or
(f) if the intended receiving party rejects or otherwise refuses to accept it, or if it cannot be delivered because of a change in email address, phone number, and other electronic means of communicating with the recipient for which no notice was given, then upon that rejection, refusal, or inability to deliver.
If a notice addressed to a party is received after 5:00 p.m. on a business day at the location of that party, or on a day that is not a business day at the location of that party, then the notice will be deemed to have been received at 9:00 a.m. on the next business day. In this Agreement, a "business day" means any day other than a weekend or a public holiday observed by the State of North Carolina.
23. DISCLAIMERS
No professional advice.
You acknowledge the Company will provide the Ordered Services only in the role as a coach, mentor, or guide experienced in helping clients devise and implement positive, sustainable practices and lifestyle changes. The Company will not act as a medical doctor, licensed physician, nurse, registered dietician or registered dietitian nutritionist, psychologist, clinical social worker, licensed marriage and family therapist, or other professional licensed by the State of North Carolina or any other state (collectively, "Professionals"). You acknowledge that any advice given by the Company will not take the place of (but rather is intended to be complimentary to) the medical, nutritional, or psychological advice and other services provided by those licensed Professionals. You acknowledge that the Ordered Services are only for informational purposes, and that you must seek out the services of qualified Professionals to obtain diagnosis, prevention, treatment, or cure of any disease, pain, deformity, injury, or physical or mental condition, and other professional services by licensed Professionals that take into account and are tailored to your unique circumstances. You are responsible to seek the advice, treatment, counseling, and other services from Professionals before acting upon any Ordered Services, and to discuss any dietary changes or potential use of nutritional supplements with a medical doctor or other qualified Professional, and to not discontinue any prescription medications without first consulting such a Professional.
No Privilege Protection.
You acknowledge that: (1) neither these terms of service nor the providing of the Ordered Services will create or imply physician-patient or other professional-client relationship between you and the Company; and (2) none of the communications between the Company and you will be protected by physician-patient or other privilege, and thus disclosure of the communications could be compelled by law.
No Promised Outcome.
WHILE THE COMPANY WILL EXERCISE REASONABLE EFFORTS TO PROVIDE THE ORDERED SERVICES, THECOMPANY MAKES NO GUARANTEES, PROMISES, OR PROJECTIONS ABOUT ANY OUTCOME FROM THEORDERED SERVICES.
Accuracy of Information
WHILE THE COMPANY WILL USE REASONABLE EFFORTS TO FURNISH ACCURATE AND UP-TO-DATEINFORMATION, THE COMPANY DOES NOT PROMISE THAT ANY INFORMATION IT PROVIDES INCONNECTION WITH THE ORDERED SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERRORFREE.
24. LIMITATIONS ON REMEDIES AND LIABILITY
Foreseeable Damages Only
NEITHER PARTY WILL BE LIABLE FOR BREACH OF CONTRACT DAMAGES THAT THE BREACHING PARTYCOULD NOT REASONABLY HAVE FORESEEN AT THE TIME OF THE BREACH. NEITHER PARTY WILL BELIABLE FOR PUNITIVE DAMAGES UNDER ANY THEORY OF LIABILITY, EXCEPT FOR AN INTENTIONALVIOLATION OF ONE OR MORE COPYRIGHTS.
Liability Limited to Amount You Paid
THE COMPANY'S TOTAL LIABILITY ARISING OUT OF THESE TERMS OF SERVICE, THE ORDERED SERVICES,AND THE CONFIDENTIAL INFORMATION WILL NOT EXCEED $5000 OR THE TOTAL AMOUNT YOU PAID TOTHE COMPANY UNDER THESE TERMS OF SERVICE, WHICHEVER IS GREATER. THIS LIMITATION OFLIABILITY WILL NOT APPLY TO LIABILITY ARISING FROM DEATH, BODILY INJURY, OR INJURY TO PROPERTYARISING FROM: (1) THE COMPANY'S FRAUD OR VIOLATION OF LAW; OR (2) DEATH, BODILY INJURY, ORINJURY TO PROPERTY CAUSED BY ONE OR MORE OF THE COMPANY’S GROSSLY NEGLIGENT, RECKLESS,OR WILLFUL ACT, ERROR OR OMISSIONS.
Applicable Law Exception
NO PROVISION IN THESE TERMS OF SERVICE WILL EXCLUDE OR LIMIT THE COMPANY'S LIABILITY TO THEEXTENT THE EXCLUSION OR LIMITATION OF LIABILITY WOULD VIOLATE APPLICABLE LAW. Provisionstitled "Accuracy of Information", "Disclaimer of Other Warranties", "Foreseeable Damages Only", and "Liability Limited to Amount You Paid", will not apply if you reside in the state of New Jersey.
25. DISPUTE RESOLUTION
Negotiation and Mediation
If any dispute arising out of these terms of service, the Ordered Services, the Content any order you submit for Ordered Services, or Confidential Information ("Dispute") cannot be resolved through negotiation, the parties shall discuss in good faith the use of mediation before resorting to arbitration, litigation, or any other type of adversarial proceeding.
Arbitration
Subject to the other provisions of this section 19, as the exclusive means of initiating adversarial proceedings to resolve any Dispute, a party may demand that the Dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules, and each party hereby consents to any such Dispute being so resolved. The arbitration will occur on an individual basis before a panel of one arbitrator sitting in Durham County, North Carolina. Judgment on any award rendered in any such arbitration will be binding and may be entered in any court having jurisdiction.
Emergency Relief Exception
A party may seek from a court having jurisdiction any temporary remedy or emergency relief that maybe necessary to protect any rights or property of such party pending the establishment of the arbitral tribunal or its determination of the merits of the Dispute.
Small-Claims Exceptions
Either party may file a breach-of-contract claim arising out of these terms of service in small-claims court rather than submitting that claim to binding arbitration. Any small-claims court proceeding for such a breach-of-contract claim must be initiated in a court located in Durham County, North Carolina.
Either party may file a copyright claim arising out of these terms of service, the Content, the Intellectual Property, or the Confidential Information with the Copyright Claims Board of the U.S. Copyright Office rather than submitting that claim to binding arbitration.
Any proceeding brought under this provision titled “Small-Claims Exceptions” will be limited solely to the individual dispute between you and the Company.
Attorneys' Fees and Litigation Costs
The prevailing party of an adversarial proceeding initiated to resolve any Dispute will be entitled to recover its reasonable attorney's fees and any court, arbitration, mediation, judgment collection, and other litigation expenses from the other party.
26. WEBSITE
Your use of the Website will, in addition to these terms of service, be governed by the Company’s Website terms of use, available at https://www.changoson.com/termsofuse, and the Company’s privacy policy, available at https://www.changoson.com/privacy (collectively, "Website Terms") posted on the website, including any later amendments to the Website Terms.
27. ACTIONS BY PLATFORMS
Your participation in the Company’s Forums (including any Zoom meetings or WhatsApp group) is subject to the terms set forth by Zoom Video Communications, Inc., Meta Platforms, Inc., and any other the company that provides a platform on which the Company hosts or maintains a Forum (each a "Platform"). You acknowledge that the Company is not affiliated with the Platforms, but is only a user like you. The Company will not be liable to you for any losses, expenses or other harm resulting from any action or inaction taken by any Platform.
28. MISCELLANEOUS
Governing Law
North Carolina law, without giving effect to its choice of law principles, governs these terms of service and all adversarial proceedings arising out of these terms of service, any order you submit for Ordered Services, the Confidential Information, the Content, or the Order Services.
Assignment
Each party shall not, without the other party‘s prior written consent, transfer to any other person(including an individual or entity) any discretion granted under, right to satisfy a condition under, remedy under, or obligation imposed under these terms of service, except the Company may, without your consent, transfer any such discretion, rights, remedies, or obligations to a Related Person. “Related Person” means any individual or entity that is an officer of the Company, that has at least a 25%ownership interest in the Company, or that is at least 50% owned by an individual or entity that is an officer of the Company or has at least a 25% ownership interest in the Company. Any attempted transfer violating this provision (titled “Assignment”) will be deemed void.
Waiver
To be effective, any waiver of satisfaction of a condition or nonperformance of an obligation under these terms of service must be in writing and signed by the party granting the waiver. A party’s waiver on one occasion will not operate as a waiver of satisfaction of a condition or nonperformance of an obligation on other occasions.
Severability
If a Dispute arises and the tribunal holds one or more provisions of these terms of service are unenforceable, the parties want the tribunal to order as follows:
(a) that each such unenforceable provision will be modified to the minimal extent necessary to make it enforceable or, if that modification is not permitted by law, each such provision will be disregarded;
(b) that any such unenforceable provision will remain in effect as written in any circumstances except those in which the provision is held to be unenforceable; and
(c) that the remainder of these terms of service will remain in effect as written by the parties.
Fixing Unenforceable Terms
To the extent a tribunal determines that a provision in these terms of service is unenforceable, the parties shall negotiate in good faith to modify these terms of service in accordance with the original intent of the parties so that the transactions contemplated in these terms of service will be accomplished as originally contemplated to the greatest extent possible.
Interpretation
The parties want this agreement to be interpreted in accordance with A Manual of Style for Contract Drafting, Fourth Edition.
Section Headings
If a Dispute arises, the parties want the tribunal to disregard section headings in these terms of service when interpreting these terms of service and not use those headings to determine the intent of the parties.
Entire Agreement
The following documents comprise part of these terms of service:
- your orders for one or more Ordered Services that the Company accepts,
- the Community Standards, and
- the Website Terms.
These terms of service (including the documents listed above) constitute the entire understanding between the parties regarding the Ordered Services, the Content, or Confidential Information and other subject matter of the terms of service.
Resolving Inconsistencies
The parties want any inconsistency between the documents comprising these terms of service to be resolved as follows, with the terms of a document listed below superseding the inconsistent terms of each document listed after it: (a) each order for one or more Ordered Services; (b) this document titled “Terms of Service”; (c) the Website Terms; and (d) the Community Standards. (For example, the terms in each of your orders supersede inconsistent terms in all other documents comprising these terms of service, and the Community Standards are superseded to the extent its terms are inconsistent with the terms of any of the other documents comprising these terms of service.)
Electronic Signatures
The parties intend that any symbol or process a party adopts and logically associates with this agreement with the intent to sign it will authenticate this document and will have the same effect as a handwritten signature.
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