REFUND POLICY
You agree and acknowledge that Company has a no refund policy. Unless otherwise provided by law and in this Agreement, you acknowledge that we do not offer refunds for any portion of your payment for any of our services or products, and no refunds will be provided to you at any time. You further understand and agree that all sales are final and no refunds will be provided.

You agree and acknowledge that the company must receive 5 days written notice to gina@heartandgritcoaching.com to cancel your membership. If less than 5 days is given, you will be charged one final time before the membership is cancelled.

WAIVER AND RELEASE OF LIABILITY
I acknowledge that the Activities mentioned in this Waiver and Release of Liability includes but not limited to, all in-person classes, online classes, trainings, workshops, programs (the “Activities”, “Classes”).
I further acknowledge, understand and agree as follows:

I voluntarily take action for myself, my executors, administrators, heirs, next of kin, successors, and assigns;

ASSUMPTION OF RISK
I hereby assume all risks of participating in all Activities at Heart & Grit Coaching DBA (SHIFT2LEAD LLC) (“Company”, “Studio”) or in any events sponsored by the Company, whether on or off the Company premises, including but not limited to, any risks that may arise from the negligence or carelessness of Company, instructors, any subsidiaries, affiliates, directors, officers, employees, partners, contractors, agents, representatives, volunteers, successors and assigns. I further agree and acknowledge that my participation in any and all activities at the Studio or in any events sponsored by the Company are done voluntarily and in acknowledgement of the potential risks involved.

PHYSICAL CONDITION/MEDICAL AUTHORIZATION
I acknowledge that the Activities require physical exertion and that I am physically and mentally fit to participate in such Activities. I further acknowledge that the Activities may be potentially hazardous and/or cause injury. I further agree that I am solely responsible for my emotional wellbeing both during and after each class or event. If I am under the care of a medical doctor and/or mental health professional, I represent and warrant that I have made members of my care team aware of my intended participation in the Activities and they have approved of the same. I further represent and warrant that, I will adhere to my prescribed medication plan, if any. I further understand an acknowledge that it my sole responsibility to consult with a physical or other health care provider prior to participating in such Activities.

I represent and warrant that I am physically well and am suffering from no medical problems, conditions, impairments, diseases, or any other illness that would prevent my participation or increase my risk of injury and/or illness as a result of partaking in the Activities offered by Company.

In consideration for permitting me to engage in activities at Studio, I agree for myself, my representatives, administrators, executors, heirs and assigns as follows:
(i) At the beginning of each practice, it is my sole responsibility to inform any instructor(s) of any injury or physical limitation, and to immediately inform any instructor(s) should any injury occurs during class.
(ii) I understand that physical adjustments may be made during class and I agree and acknowledge that it is my sole responsibility to refuse any adjustments and that an injury could occur by performing these adjustments and recommendations.
(iii) I understand and agree that it is my sole responsibility to inform the instructor(s) should an adjustment become uncomfortable and/or is causing pain.
I understand and acknowledge that the class(es) and activities are expressly not for the purpose of diagnosing, treating, mitigating, preventing or curing any mental or physical health condition.

COVID-19/CORONAVIRUS
I acknowledge that due to the contagious nature of COVID-19, I hereby assume all risks that I may be exposed to or infected by COVID-19 by attending and participating in any Class(es) and Activities at Studio. I acknowledge and understand that such exposure or infection may result in personal injury, illness, permanent disability, and death. I understand that the risk of becoming exposed to or infected by COVID-19 at Studio may result from the actions, omissions, or negligence of myself and others, including, but not limited to, instructors, employees, volunteers, and other participants. I voluntarily agree to assume all of the foregoing risks and accept sole responsibility for any injury to my or myself, my family and others that I may become in contact with.

I waive, release, discharge and otherwise hold harmless Company and its instructors, staff, employees, affiliates, volunteers, successors and assigns from any and against any and all liabilities, claims causes of action and losses in connection with COVID-19 including but not limited to death, disability, personal injury, mental harm, or any other damage or actions of any kind which may arise from or in any way relate to my attendance at and/or participation in the class(es), whether a COVID-19 infection occurs or I come into contact with someone who has contracted COVID-19 before, during or after my participation in any class(es) and/or events held by Company.

Company shall do everything we can to maintain a sanitary environment, equipment and facilities. However, due to the contagious and asymptomatic nature of COVID-19, Company makes no guarantees of any kind, expressed or implied, regarding the presence of COVID-19 at in its facilities.

CONFIDENTIALITY AND NON-DISCLOSURE
The term “Confidential Information” as used in this Agreement shall mean any and all trade secrets and any and all data or information not generally known outside Coach whether prepared or developed by of for Coach or received by Coach from any outside source or Client. Without limiting the scope of this definition, Confidential Information shall include, but is not limited to, financial information, coaching strategies, exercises, workbooks, trainings, videos, eBooks or other methodologies Client learns as a result of working with Coach, plans or outlines for future programs or packages, information contained in documents or any other original work created by Coach, and any and all other intellectual property. All Confidential Information and copies thereof are the sole property of Coach. Notwithstanding the foregoing, the term Confidential Information shall not apply to information that Coach has voluntarily disclosed to the public without restriction, or which has otherwise lawfully entered the public domain.

Client further agrees that should this Program contain an element of interaction with other Clients, Client may be privy to Confidential Information belonging to other members of this Program, and agrees to refrain from disclosing, sharing, or using any of the learned Confidential Information. Client understands and acknowledges that should any of this Confidential Information be shared, additional legal action may be taken by Coach or any other member of this Program.

Client further agrees that any and all Confidential Information learned as of the start date of this program shall survive the termination, revocation, or expiration of this Coach-Client relationship and Agreement.

INTELLECTUAL PROPERTY RIGHTS
Our Products, Programs and Services, Program Materials, Modules, Emailed support, Voxer support or any other content created by Coach for Client under this agreement or any content derived from, are the property of Coach and/or our affiliates or licensors, and are protected by US Patent and Trademark laws, copyright laws and other intellectual property laws. When you use a Product, Program or Service you are agreeing that you are clearly and expressly prohibited from copying, sharing or otherwise using the Program Materials in whole or in part.

As a Licensee of our Products, Programs and Services, you understand and acknowledge that all materials have been created, curated and developed by Coach using significant time, effort, expenses and investment and that as such, all material is a valuable and unique asset belonging to Coach and shall not be used in an improper or unauthorized manner. You will not use our Programs, Products, Services or Program Materials in a manner that constitutes an infringement of our rights or in a manner that has not been authorized by us through our prior written consent.

By enrolling in, purchasing or engaging our Products, Programs and Services, you specifically acknowledge and agree that you are expressly prohibit from the following:
You shall
not engage in improper and/or unauthorized use of our Products, Programs or
Services, which includes but is not limited to modifying, copying, reproducing,
republishing, uploading, posting, transmitting, translating, selling, creating
derivative works, exploiting, or distributing in any manner or medium
(including by email or any other electronic means) any materials or any other
information accessed or purchased through our Products, Programs or Services,
or any other communications provided by us for your own personal use,
business/commercial use or in any way that earns you money.
You shall not participate in the following:
Copying,
sharing, adapting, stealing, duplicating, sharing, trading, reprinting,
republishing, selling, distributing, modifying, reproducing, uploading,
posting, transmitting, translating, or creating derivative works related to our
Products, Programs or Services.
Representing yourself out to be the creator of our Products, Programs, Services or Program
Materials in whole or in part.
Engage in any activity using our Products, Programs and Services for your personal use,
in a business/commercial use or in any way that earns you money.

You understand and agree that engaging in the prohibited use or the improper and/or unauthorized use of our Programs, Products or Services or Program Materials as set forth in these Terms of Use is considered theft and stealing and we retain the right to prosecute theft to the full extent of the law. You further agree and understand that prohibited use, improper and/or unauthorized use may give rise to a civil claim for damages and/or be a criminal offense.

Any trademarks, taglines, and logos displayed on Program Materials are trademarks belonging to us. All trademarks reproduced in this Website, which are not the property of, or licensed to us, are acknowledged on the Website. Any use including framing, meta tags or other text utilizing these trademarks, or other trademarks displayed, is strictly prohibited without our express written consent, or permission granted herein.

For those trademarks, taglines, and logos for which you are granted permission to use, the trademark indicia must be included at all times. Any marketing or promotional tools and/or Program, Product or Service titles or any other title or information of ours bearing the trademark symbols (™) or ® may not be used by you for any reason without our express written permission.
 
All rights not expressly granted in these terms or any express written license, are reserved by us.

WORK PRODUCT
We agree that you hold all intellectual property rights in any of the work products you produce as a result from participating in our Products, Programs and Services including but not limited to copyright and trademark rights. We agree not to hold any claims towards any work product derived from your participation in any Products, Programs and Services.

OUR LIMITED LICENSE TO YOU
Our Products, Programs and Services are protected by copyright, trademark, and other intellectual property laws, and the content in such is solely owned by or licensed to us, unless otherwise indicated. This content includes, but is not limited to, the design, layout, look, appearance, graphics of our Program Materials or any other material or aspects of Materials provided by us to you. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of this Agreement.

By purchasing, downloading or accessing our Products, Programs, Services and Program Materials, you are being granted a limited license and as such are considered to be a Licensee. As a Licensee, you are granted the expressed permission to download, print and participate in any of our Products, Programs or Services for your personal use and are expressly prohibited from sharing the Product, Program, Service or material with friends, family, colleagues, etc.

YOUR LICENSE TO US
By posting or submitting any material on or through our Products, Programs, Services or Program Materials, such as comments, posts, photos, images or videos or other contributions, you are representing that you are the owner of all such materials and you are at least 18 years old.

ASSUMPTION OF RISK & DISCLAIMER
As a Licensee, you agree that using our Products, Programs, Services and Program Materials are done at your own risk and acknowledge that these Products, Programs, Services and Program Materials are for informational and educational purposes only. You assume all risks. Coach makes no guarantees related to income, success, increased revenue or projected sales, increase in amount of customers, success of personal yoga studio, employment, enrollment into any future yoga programs, social media engagement, social media following, in any way related to the use of these Products, Programs, Services and Program Materials. Our Products, Programs, Services and Program Materials are merely to provide you with education and tools to help you make your own decisions for yourself. You are solely responsible for your actions, decisions and results based on the use, misuse or non-use of our Products, Programs, Services and Program Materials.

We take every precaution to protect our Products, Programs, Services and Program Materials, however, we cannot completely ensure or warrant the security of our Products, Programs, Services and Program Materials. Coach makes no assurances about the ability to prevent any loss or damage to you, or any other person, Coach or entity arising out of the use of our Products, Programs, Services and Program Materials and you agree and acknowledge to assume the risk in using our Products, Programs, Services and Program Materials. You assume and accept the risk of not achieving any results (or less than desirable results) from participating in Coach’s Products, Programs, Services or Program Materials.
Coach expressly excludes any and all liability for direct, indirect or consequential loss or damage incurred by you or others by using or in connection to our Products, Programs, Services and Program Materials, to the fullest extent of the law, including but not limited to any liability for any accidents, delays, injuries, harm, loss, damage, death, lost profits, personal or business interruptions, misapplication of information, physical or mental disease, condition or issue, physical, mental, emotional, or spiritual injury or harm, loss of income or revenue, loss of business, loss of profits or contracts, anticipated savings, loss of data, loss of goodwill, wasted time and for any other loss or damage of any kind, however and whether caused by negligence, breach of contract, or otherwise, even if foreseeable.

You specifically acknowledge and agree that Coach is not liable for any defamatory, offensive or illegal conduct of any other Products, Programs, Services or Program Materials participant or user, including you.

MEDICAL DISCLAIMER
Coach’s Products, Programs, Services and Program Materials are not, and in no way should, be perceived as or relied upon in any way as medical or mental health advice. The information contained in our Products, Programs, Services and Program Materials are not intended to be a substitute for professional medical advice, diagnosis or treatment that can be provided by your own physician, nurse practitioner, physician assistant, therapist, counselor, mental health practitioner, licensed dietitian or nutritionist, member of the clergy, or any other licensed or registered health care professional. Do not disregard professional medical advice or delay seeking professional advice because of information you have read in our Products, Programs, Services and Program Materials, or received from us. Do not stop taking any medications without speaking to your physician, nurse practitioner, physician assistant, mental health provider or other health care professional. If you have or suspect that you have a medical or mental health issue, contact your own health care provider promptly.  We are not providing health care, medical or nutrition therapy services or attempting to diagnose, treat, prevent or cure in any manner whatsoever any physical ailment, or any mental or emotional issue, disease or condition. We are not giving medical, psychological, or religious advice whatsoever.

LEGAL AND FINANCIAL DISCLAIMER
Coach’s Products, Programs, Services and Program Materials are not to be perceived or relied upon in any way as business, financial or legal advice. The information provided through our Products, Programs, Services and Program Materials is not intended to be a substitute for professional advice that can be provided by your own accountant, CPA, lawyer, or financial advisor. We are not giving financial or legal advice in any way. You are hereby advised to consult with your own accountant, lawyer or financial advisor for any and all questions and concerns you have regarding your own income and taxes pertaining to your specific financial and/or legal situation. You agree that we are not responsible for your earnings, the success or failure of your business decisions, the increase or decrease of your finances or income level, or any other result of any kind that you may have as a result of information presented to you through our Products, Programs, Services and Program Materials. You are solely responsible for your results.

EARNINGS DISCLAIMER
As a Licensee, you accept and understand that each individual receives results which differ from Licensee to Licensee and that Coach expressly disclaims all responsibility in any way for the choices, actions, results, use, misuse or non-use of the information provided or obtained through any of our Programs, Products, Services or Program Materials. You agree that your results are strictly your own and we are not liable or responsible in any way for your results. Coach does has not and does not make any representations as to health physical, mental, emotional, spiritual or health benefits, future income, expenses, sales volume or potential profitability or loss of any kind that may be derived as a result of your participation in any of our Products, Programs, Services and Program Materials. Coach does not make any guarantees in terms of particular results, positive, negative, financial or otherwise, through of the use of our Products, Programs, Services or Program Materials.

WARRANTIES DISCLAIMER
Coach makes no warranties as to our Products, Programs, Services and Program Materials. You expressly agree and acknowledge that our Products, Programs, Services and Program Materials are provided “as is” and without warranties of any kind expressed or implied. Pursuant to all applicable law, Coach disclaims all warranties, express or implied, to the fullest extent of the law, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement, we do not warrant that our Products, Programs, Services and Program Materials will be correct, uninterrupted, function, appropriate or error-free, that defects will be corrected, or that any part of the website, content, link, materials or otherwise will be free of viruses or other harmful components. We do not warrant or make any representations regarding the use or the results of the use of our Products, Programs, Services and Program Materials or on third-party websites in terms of their correctness, accuracy, timeliness, reliability or otherwise.
 
INDEMNIFICATION
You agree at all times to defend, indemnify and hold harmless our Coach, as well as any of our affiliates, agents, contractors, officers, directors, shareholders, employees, joint venture partners, successors, transferees, assignees, and licensees, as applicable, from and against any and all claims, causes of action, damages, liabilities, costs and expenses, including legal fees and expenses, arising out of or related to our Products, Programs, Services or Program Materials, or your breach of any obligation, warranty, representation or covenant set forth in these Terms of Use or in any other agreement with us.

LIMITATION OF LIABILITY
We will not be held responsible or liable in any way for the information, products or materials that you request or receive through or on our Programs, Products, Services or Program Materials. We do not assume liability for accidents, delays, injuries, harm, loss, damage, death, lost profits, personal or business interruptions, misapplication of information, physical or mental disease, condition or issue, or otherwise, due to any act or default of anyone or any business, whether owners, staff, agents, joint venture partners, contractors, vendors, affiliates or otherwise, affiliated with us.  We do not assume liability for any owners, staff, agents, joint venture partners, contractors, vendors, affiliates or otherwise who is engaged in rendering our Programs, Products, Services or Program Materials, or in any way or in any location. In the event that you use our Programs, Products, Services or Program Materials or any other information provided by us or affiliated with us, we assume no responsibility.

RELEASE OF CLAIMS
In no event will we be liable to any party for any type of direct, indirect, special, incidental, equitable or consequential damages for any use of or reliance on our Programs, Products, Services or Program Materials, or on those affiliated with us in any way, and you hereby release us from any and all claims; including, without limitation, those related to lost profits, personal or business interruptions, personal injuries, accidents, misapplication of information, or any other loss, physical or mental disease, condition or issue, or otherwise, even if we are expressly advised of the possibility of such damages or difficulties.

This Agreement requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials, and limit the remedies available to you in the event of a dispute. You fully understand and agree that by enrolling in, purchasing and/or using any of our Products, Programs, Services and Program Materials that you are waiving certain legal rights and you are voluntarily agreeing to do so.

DISPUTE RESOLUTION
It is the intent of Coach
that should any differences arise, we could work them out amicably through
written correspondence. However, should we be unable to seek resolution within
a reasonable time, you agree now that that the only method of legal dispute resolution
that will be used is binding arbitration before a single arbitrator, selected
jointly, in accordance with the American Arbitration Association Rules. Prior
to seeking arbitration, you must send an e-mail to us at Gina@moonshinepoweryoga.com
and include all of your reasons for dissatisfaction with your Program. You
understand and agree now that the only remedy that can be awarded to you
through arbitration is full refund of your Payment made to date. No other
actions or financial awards of consequential damages, or any other type of
damages, may be granted to you. We both agree now that the decision of the
arbitrator is final and binding and may be entered as a judgment into any court
having the appropriate jurisdiction.

By purchasing our Products, Programs, Services and/or Program Materials you are agreeing to a modification of the statute of limitations such that any arbitration must begin within (1) year of the date of your correspondence referenced above or you waive the right to seek dispute resolution by arbitration or take any other legal action.

You also agree that should arbitration take place, it will be held in Barrington, NJ, and the prevailing party shall be entitled to all reasonable attorneys’ fees and all costs necessary to enforce the decision of the arbitrator.
 
In the event of a dispute between us, you agree to not engage in any conduct or communications, public or private, including on social media, designed to disparage us, our Coach, or any of our Products, Programs or Services. Where requested by law or arbitration, of course, you are not prohibited from sharing your thoughts and opinions as a part of the legal process.

If any terms of these Terms of Use are construed to be invalid or unenforceable for any reason, it shall not affect the validity or enforceability of any other term which shall be given full force and effect.

GOVERNING LAW
These Terms of Use shall be governed by the laws of the State of New Jersey, regardless of the conflict of laws principles thereof.

This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

RELEASE OF LIABILITY
I waive, release, discharge and otherwise hold harmless Company and its instructors, staff, employees, affiliates, volunteers, successors and assigns from any and against any and all liabilities, claims causes of action and losses including but not limited to death, disability, personal injury, mental harm, property damage, property theft or any other damage or actions of any kind which may arise from or in any way relate to my attendance at and/or participation in the Activities and/or Class(es).

This Waiver and Release of Liability includes but is not limited to, all injuries which may occurs as a result of:
(i) Use of any and all amenities and equipment belonging to the Company;
(ii) Participation in any and all activities, classes or personal or private sessions including one-on-one and smaller group sessions;
(iii) Any instructions, trainings, supervisions or physical recommendations made by Company and its instructors and volunteers;
(iv) Any physical adjustments received during any and all classes, activities and private sessions;
(v) Any accidental injuries which may result in slipping and falling in the Company premises, sidewalks, parking areas and all other areas which are under the direction and control of the Company.
I agree and acknowledge that Company and its instructors, staff, employees, affiliates, volunteers, successors and assigns shall not be held liable for any property damage or loss of personal belongings during my participation in such Activities and Classes.

I acknowledge and agree that the Company, instructors, any subsidiaries, affiliates, directors, officers, employees, partners, contractors, agents, representatives, volunteers, have made no warranties, representations or guarantees of any kind, expressed or implied, regarding the results that may be achieved, if any, from my participation in the class(es).

MEDIA RELEASE
I agree, consent, grant and authorize the Company to use any photography, video(s), and/or audio taken or recorded during any Activities and/or Classes, in whole or in part in connection with any advertisement or promotional products and or services, including print or web-based publications. I further grant Company the right to publish, exhibit and distribute the use of such photographs, videos and/or audio, for any commercial purpose, including but not limited to the advertising or solicitation of business, by any means of mass and/or electronic media, including but not limited to print, digital, promotional materials, events and/or marketing plans, now or at any time in the future (“Commercial Use”).

I agree and claim no rights to any publications, photographs, videos, audio recordings, reproductions, or promotional tools, and all rights to such materials belong to Company, and further waive the right to inspect or approve any such material.


I ACKNOWLEDGE THAT I HAVE READY THIS DOCUMENT IN ITS ENTIRETY AND FULLY UNDERSTAND IT’S CONTENT. I AM AWARE THAT THERE IS A WAIVER AND RELEASE OF LIABILITY INCLUDED IN THESE TERMS. I represent and warrant I am signing this document freely, willfully and not under fraud or duress, and understand its content and cannot be modified orally.