Menu

About

Blog

Services Agreement

This agreement is entered into as of the date of payment on the payment page hereto by and between (the “Client”), and Kickass Enterprises Corporation, a California corporation (“Kickass”). The Client desires to retain Kickass as an independent contractor to perform services for the Client, and Kickass is willing to perform such services, on the terms described below.  In consideration of the mutual promises contained herein, the parties agree as follows:

Services and Compensation.

Kickass agrees to perform the following services for the Client:

  • Group coaching as outlined in the Forward Fearless Program
  • Two online group coaching sessions per month
  • Online community for members
  • Homework between sessions

Client agrees to pay Kickass the compensation as described in the payment link.  For Founding Members, $349 per month as long as they are a member.

Term and Cancellation

Minimum Term: Initial membership commitment is for six months.  No cancellations prior to six months. Client agrees to pay a monthly fee for the entire six-month term.

Re-enrollment: After the minimum term is met, membership will renew on a quarterly basis for commitment of three-month terms. 

Cancellation: After the first six months have been completed, Client may cancel with written communication by the 15th of the month.

  • First-term (1st six months) cancel by 15th day of 5th month in order to no longer be billed
  • Remaining terms (3 months) cancel by 15th day of 3rd month in order to no longer be billed

Failure to cancel by the 15th of the month will renew the membership for a quarterly enrollment.

Upon cancellation, all rights and duties of the Client and Kickass toward each other shall cease except:

  • Client will pay, all amounts owing to Kickass for Services completed or any remaining amounts due per the terms above.

Kickass Experience and Knowledge

Client recognizes that Kickass has worked, currently works and will in the future work with other clients and has developed a body of knowledge and experience from such work that is beneficial to the Services that Kickass will provide to Client.  Client acknowledges that certain of the knowledge and experience of Kickass is applicable to many different clients, including clients that could be competitive with Client. Client hereby agrees that (a) nothing in this Agreement will prevent Kickass from providing Services to other clients, including clients that could be competitive with Client, and (b) the use by Kickass of Kickass’s experience and knowledge gained from the Services provided to Client hereunder with other clients shall be deemed not to be a breach of this Agreement provided that no Client Property (as defined below) will be disclosed to any third parties or used for any purposes other than performing the Services.

Ownership

Pre-Existing Client Property.  Kickass and Client acknowledge and agree that all trade secrets, research, product plans or other information regarding Client’s products or services and markets therefore, software, developments, inventions, processes, formulas, technology, designs, engineering, hardware configuration information, marketing, finances copyrightable material, developed or reduced to practice by Client prior to the date of this Agreement (collectively, “Client Property”), are the sole property of the Client.

Pre-Existing Kickass Property.  Kickass and Client acknowledge and agree that all trade secrets, inventions, processes, designs, know-how, discoveries and knowledge, developed or reduced to practice by Kickass prior to the date of this Agreement (collectively, “Kickass Property”), are the sole property of the Kickass.

Client Property Available to Kickass.  Client and Kickass acknowledge and agree that, in the performance of the Services, Kickass will have access to and may use the Client Property.

Conflicting Obligations

Kickass will provide Client with prior notice of any engagement with a future client who may be competitive with Client, but subject to the terms of above.

Independent Contractor

It is the express intention of the Client and Kickass that Kickass perform the Services as an independent contractor to the Client.  Nothing in this Agreement shall in any way be construed to constitute Kickass as an agent, employee or representative of the Client. Without limiting the generality of the foregoing, Kickass is not authorized to bind the Client to any liability or obligation or to represent that Kickass has any such authority.  Kickass agrees to and acknowledges the obligation to pay all self-employment and other taxes on such income.

Limitation of Liability

IN NO EVENT SHALL EITHER OF CLIENT OR KICKASS BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER CLIENT OR KICKASS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  IN NO EVENT SHALL KICKASS’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CLIENT TO KICKASS UNDER THIS AGREEMENT FOR THE SERVICES, DELIVERABLES OR WORK PRODUCT GIVING RISE TO SUCH LIABILITY.

Arbitration and Equitable Relief

Arbitration.  Each of Client and Kickass agrees that any and all controversies, claims or disputes arising out of, relating to or resulting from Kickass’s performance of the Services under this Agreement or the termination of this Agreement, including any breach of this Agreement, or any other dispute between Client and Kickass shall be subject to binding arbitration under the Arbitration Rules set forth in California Code of Civil Procedure Section 1280 through 1294.2, including Section 1283.05 (the “Rules”) and pursuant to California law.

Procedure.   Kickass agrees that any arbitration will be administered by the Judicial Arbitration Mediation Service (“JAMS”), and that a neutral arbitrator will be selected in a manner consistent with the commercial arbitration rules of JAMS.  Each of Client and Kickass agrees that the arbitrator will have the power to decide any motions brought by any party to the arbitration, including discovery motions, motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing.  Each of Client and Kickass agrees that the arbitrator will issue a written decision on the merits and that the arbitrator will have the power to award any remedies, including attorneys’ fees and costs, available under applicable law.

Remedy.  Except as provided by the Rules, arbitration will be the sole, exclusive and final remedy for any dispute between the Client and Kickass.  Accordingly, except as provided for by the Rules, neither the Client nor Kickass will be permitted to pursue court action regarding claims that are subject to arbitration.

Availability of Injunctive Relief.  In addition to the right under the Rules to petition the court for provisional relief, each of Client and Kickass agrees that any party may also petition the court for injunctive relief where either party alleges or claims a violation of Section 3 (Ownership) of this Agreement.  In the event either the Client or Kickass seeks injunctive relief, the prevailing party will be entitled to recover reasonable costs and attorney fees.

Confidentiality; Nondisclosure

Each party understands and agrees that in the performance of this Agreement it may have access to private or confidential, non-public information of the other party, or the other party’s parent company, subsidiaries and affiliates, and its and their customers and suppliers, including but not limited to, trade secrets, marketing and business plans, customer information and technical specifications and information (the “Confidential Information”).  Each party agrees that: (1) all Confidential Information has be marked or otherwise identified as Confidential; (2) all Confidential Information shall remain the exclusive property of the owner thereof; and (3) it shall maintain, and shall cause its employees, subcontractors and other agents to maintain, the confidentiality and secrecy of the other party’s Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it (i) is or becomes a part of the public domain through no act or omission of the receiving party, (ii) is rightfully in the receiving party’s possession, without obligation of confidentiality with respect thereto, prior to the disclosing party’s disclosure, (iii) is lawfully disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto, (iv) is independently developed without access or reference to, or use of, the disclosing party’s Confidential Information, (v) is released from confidential treatment by written consent of the disclosing party thereof; or (vi) is required to be disclosed by applicable law or by request from a governmental agency, provided that the receiving party gives the disclosing party prior written notice of such disclosure such that the disclosing party can obtain an appropriate protective order or similar remedy if it so desires. Neither party shall disclose the existence or terms of this Agreement to any third-party without written permission of the other.

Miscelleaneous

Governing Law; Consent to Personal Jurisdiction.  This Agreement shall be governed by the laws of California without regard to California’s conflicts of law rules.  To the extent that any lawsuit is permitted under this Agreement, the parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in California.

Assignability.  Neither Client nor Kickass may sell, assign or delegate any rights or obligations under this Agreement without the prior written consent of the other party except that no consent is necessary for Kickass to assign this Agreement to an affiliated entity or to a corporation or other association or entity succeeding to substantially all of the assets or business of that party, whether by merger, consolidation, acquisition or otherwise.

Entire Agreement.  This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior written and oral agreements between the parties regarding the subject matter of this Agreement.

Headings.  Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement.

Notices.  Any notice or other communication required or permitted by this Agreement to be given to a party shall be in writing and shall be deemed given if delivered personally or by commercial messenger or courier service, or mailed by U.S. registered or certified mail (return receipt requested), or sent via facsimile (with receipt of confirmation of complete transmission) to the party at the party’s address or facsimile number written below or at such other address or facsimile number as the party may have previously specified by like notice.  If by mail, delivery shall be deemed effective 3 business days after mailing in accordance with this agreement.

Attorneys’ Fees.  In any court action at law or equity that is brought by one of the parties to this Agreement to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, in addition to any other relief to which that party may be entitled.

Severability.  If any provision of this Agreement is found to be illegal or unenforceable, the other provisions shall remain effective and enforceable to the greatest extent permitted by law.

Acceptance of this Agreement

Client accepts all terms of this agreement by checking the box on the payment page and processing payment for the program.  The checkbox will count as Client signatures and acceptance of the terms outlined above.

Contacting Us

If at any time you would like to unsubscribe from receiving future emails, you can email us at

[email protected] and we will promptly remove you from ALL correspondence.

If there are any questions regarding this privacy policy, you may contact us using the information below.

https://www.caneel.com

1601 N. Sepulveda Blvd. Suite 638

Manhattan Beach,

California CA 90266

[email protected]

This Agreement was last updated on December 27, 2019.

Pin It on Pinterest