Terms and Conditions
Company: Coach Alex Ray, LLC (also doing business as Coach Alex Ray)
Client: You
Coach(es) includes Alex Ray, Contractors, and Employees of Coach Alex Ray, LLC
Site: the website and all its content found at the address coachalexray.com and confidentqueer.com
This Terms of Use Agreement (the “Agreement”) is a contract between you and Coach Alex Ray, LLC also doing business as Coach Alex Ray (the “Company”). COMPANY operates the website found at the address coachalexray.com (the “Site”). This Agreement governs your use of the Site and your Client Coach relationship. Be sure that you carefully read and fully understand this Agreement. COMPANY is willing to provide you with access to the Site only on the condition that you accept all of the terms and conditions (the “Terms”) contained in this Agreement. This Agreement governs your use of the Site. Please read all of the Terms carefully. By using the Site, you agree to comply with and be bound by these Terms. If you do not agree to the Terms, you are not authorized to use the Site. COMPANY reserves the right to modify the Terms at any time by posting a notice on the home page of the Site. Your use of the Site after the notice is posted indicates you agree to the changes.
Entire Agreement. This Agreement is the entire and exclusive agreement between the parties, and it supersedes all previous communications, representations or agreements, either oral or written, between them with respect to this subject matter. No representations or statements of any kind made by any affiliate of COMPANY, which are not included in this Agreement, shall be binding on COMPANY or its affiliates.
Assumptions of the Risks and Release
Client assumes full responsibility for personal injury to self and others. Client further releases and discharges Coach Alex Ray, LLC or any Coach Alex Ray Coaches for injury, loss or damage arising out of Clients or Client's family's use of the Client Training provided by Coach Alex Ray, LLC or any Coach Alex Ray Coaches, whether caused by the fault of Client, Family, Coach Alex Ray, LLC or any Coach Alex Ray Coaches, or other third parties.
Disclaimer of Warranties
Except as expressly provided otherwise, COMPANY disclaims any and all responsibility or liability for the timeliness, sequence, quality, accuracy, content, completeness, legality, reliability, operability or availability of information or material contained on the Site. The Site may contain inaccuracies or typographical errors. COMPANY disclaims any responsibility for the deletion, failure to store, poor delivery, or untimely delivery of any information or material in respect of the Site or the use thereof.
Any communications sent to you via this Site or otherwise from COMPANY (including, without limitation, in the form of newsletters, electronic mail or via telephone), and the contents of this Site (including, without limitation, any technology, financial, investment, corporate, or tax information) are provided for informational and educational purposes only and are not intended to provide legal, investment, financial, or tax advice and should not be relied upon in that regard. Your financial circumstances and tax situation is unique. Therefore, you should independently consult a lawyer or tax advisor.
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE HEREIN OR IN AN APPLICABLE SUPPLEMENTAL AGREEMENT, COMPANY AND ITS DATA PROVIDERS WILL USE REASONABLE EFFORTS TO INCLUDE UP-TO-DATE AND ACCURATE INFORMATION IN THIS SITE, BUT ALL INFORMATION, PRODUCTS, AND SERVICES OFFERED ON THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED. COMPANY AND ITS DATA PROVIDERS DISCLAIM ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE TECHNOLOGY, PRODUCTS, AND SERVICES OFFERED ON THE SITE. COMPANY AND ITS DATA PROVIDERS DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE SITE, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH THE SITE OR THROUGH ANY LINKS PROVIDED ON THE SITE.
YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE SO AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY CLAIMS, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA, THAT RESULTS FROM DOWNLOADING OR OTHERWISE OBTAINING SUCH MATERIAL.
Some states do not allow the exclusion of implied warranties, so these exclusions may not apply to you.
Limitation of Liability
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE HEREIN OR IN AN APPLICABLE SUPPLEMENTAL AGREEMENT, IN NO EVENT SHALL COMPANY, ANY OF COMPANY’S AFFILIATES, SUBSIDIARIES OR DATA PROVIDERS, OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, DELIVERING OR MANAGING THE CONTENT OF THIS SITE (COLLECTIVELY THE “SITE PROVIDERS”), BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST REVENUES, LOST PROFITS, LOST OPPORTUNITIES, LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS SITE, ANY COMMUNICATIONS SENT TO YOU VIA THIS SITE OR OTHERWISE FROM COMPANY (INCLUDING, WITHOUT LIMITATION, IN THE FORM OF ELECTRONIC MAIL OR VIA TELEPHONE), OR INFORMATION AVAILABLE FROM THIS SITE, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES SUFFERED AS A RESULT OF OMISSIONS OR INACCURACIES IN SUCH INFORMATION, THE TRANSMISSION OF CONFIDENTIAL OR SENSITIVE INFORMATION TO FROM THE SITE PROVIDERS, AND INCONVENIENCE, DELAY OR LOSS OF USE OF THE SERVICE, EVEN IF ANY ONE OF OR ALL OF THE SITE PROVIDERS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, THE SITE PROVIDERS ASSUME NO LIABILITY OR RESPONSIBILITY FOR DAMAGE OR INJURY TO PERSONS OR PROPERTY ARISING FROM ANY USE OF ANY PRODUCT, INFORMATION, IDEA, OR INSTRUCTION CONTAINED IN THE CONTENT OF THIS SITE.
Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
RECITALS:
WHEREAS, Client is desirous of implementing coaching services into the Client's life, business, and health practices, as discussed more fully below;
WHEREAS, Coach is skilled and capable in the areas Client needs and would like to coach Client;
NOW, therefore, in consideration of the promises and covenants contained herein, the receipt and sufficiency of which is acknowledged, the Parties do hereby agree as follows:
Article 1 - SCOPE:
This Agreement sets forth the terms and conditions whereby Coach agrees to provide professional coaching Services (as described below). Coach will be engaged for the limited purpose of providing these Services to the Client.
Article 2 - NO EMPLOYMENT:
Neither party is by virtue of this Agreement authorized as an agent, employee, or legal representative of the other. Neither party shall have the power to control the activities and operations of the other and its status at all times will continue to be that of an independent contractor relationship.
Client may allow Coach to act as an authorized legal representative in certain circumstances under the terms of this Agreement, but such circumstances will be agreed to by both Parties in writing beforehand.
Article 3 - COACHING TERMS:
A coaching relationship between two Parties is essentially a relationship whereby the Coach assists the Client in meeting the Client's potential within the areas the coaching relationship is meant to focus on.
Client hereby acknowledges and agrees:
a.) Client is solely and exclusively responsible for the choices that Client makes with regard to this coaching relationship, as well as the Coach's recommendations and input;
b.) Client is solely and exclusively responsible for Client's own mental health, physical health, business decisions, and any other actions or inaction Client chooses to take;
c.) Coach is not liable for any result or non-result or any consequences which may come about due to Client's relationship with Coach;
d.) Coaching is not a therapeutic relationship or a medical one. Coach may not provide therapy or medical services and Client is responsible for procuring these services at Client's own will and discretion if needed.
Article 4 - DESCRIPTION OF SERVICES:
The Client hereby engages the Coach, and the Coach accepts such engagement to provide the following coaching services for the Client (hereinafter, the "Services"):
Coaching wherein the Coach listens to Client's goals, habits, thoughts, feelings, and provides Client with information that Client may choose to use to adjust their own thoughts, habits, and actions in their personal or professional life.
Coach and Client will use the following methods of contact for meetings throughout the coaching relationship:
Phone call, text message, email, Zoom video calls, FaceTime, Google Hangouts, or other video chat platforms.
Coach may agree in a separate, written document to expand the scope of Services to include additional tasks. Such written document may be informal, such as an email and will include additional fees, as applicable.
Article 5 - WARRANTIES:
Coach represents and warrants that Coach has the knowledge, skills, and experience necessary to provide the Services. Coach agrees that during the term of this Agreement, Coach will agree to provide the Services at the request of the Client.
Any services do not guarantee results. It is also not a replacement for health/medical care. If you require health, medical, psychiatric, and/or psychological care, you are advised to retain the services of a licensed medical professional. The sole purpose of the Company and its services is to provide educational materials and coaching.
Article 6 - NONEXCLUSIVITY:
Coach may be engaged or employed in any other coaching business, trade, profession, or other activity which does not place Coach in a conflict of interest with the Client. However, for any direct competitors of Client, Coach will obtain Client's written approval prior to accepting such engagement. Client's approval shall not be unreasonably withheld.
Article 7 - CANCELLATION & RESCHEDULE POLICY:
Client or Coach may, from time to time, need to cancel or reschedule any of the coaching meetings. If Coach is responsible for the reschedule, Coach will become available to Client as the soonest possible opportunity within ten (10) business days. If Client is responsible for the cancellation or reschedule, Client agrees to notify Coach no less than 24 hours prior to the scheduled meeting. If Client cancels or reschedules within the 24-hour period, Client agrees to pay a $50 late cancelation fee, if requested by Coach (at Coach's sole and exclusive discretion). The Parties will then attempt to reschedule the meeting in good faith.
Article 8 - TAXES:
Client and Coach shall each be solely responsible for all of their federal, state, and local taxes.
Article 9 - RESPONSE TIME:
Client agrees to respond to Coach no later than the following amount of time after being reached out to for communication: 2 business days.
Coach agrees to respond to Client no later than the following amount of time after being reached out to for communication: 2 business days.
In the event of an emergency or other similar conflict, Coach will give the Client as much notice as possible if there is the possibility of interruption to the Services, whether that interruption is temporary or long-term.
Article 10 - CONFIDENTIALITY:
The existence of this coaching relationship, as well as any information that Coach receives from Client, are to be fully and completely confidential under the terms of this Agreement. Client hereby acknowledges and agrees, however, that a Coach-Client relationship is not considered a legally confidential relationship and therefore communications between Coach and Client are not subject to any legal confidentiality requirement or privilege. Coach will not, however, disclose Client's name or any of Client's information without Client's consent, unless subject to a legal requirement, such as a court order, subpoena, or law enforcement inquiry. It will be the Client's responsibility to address any confidentiality issues with the Coach.
Confidential information under this Agreement shall specifically not include the following categories: (1) information that is generally known to the public or known to Client's specific industry, (2) information freely given by Client to any third-party; (3) information received by Coach from any source that is not Client; (4) information in Coach's possession prior to this contractual Agreement; (5) information developed independently by the Coach; (6) information which is received by the Coach from the Client but that may imminently harm the Client or another individual; or (7) information about any illegal activity.
Article 11 - TERMINATION:
This Agreement will automatically terminate after the agreed-upon amount of coaching meetings have been completed. The Parties may choose to renew this Agreement, with all of its terms and conditions, by providing notice the following amount of time prior to the planned termination: 1 week. The notice must be in writing. If the Parties agree, this Agreement will continue for a term which is the exact same as the original term.
The Parties may also terminate this Agreement prior to its natural expiration under certain circumstances.
This Agreement may be immediately terminated in the event that there is a breach of the terms by either Party. For a material breach, the Parties are required to give notice, in writing, specifying what the breach was, but do not have to give advance notice to terminate the Agreement.
This agreement will also immediately terminate upon the death of the Coach or Client, the inability of the Coach to perform the Services because of a sudden and medically-documented physical or mental disability, the liquidation, dissolution or discontinuance of the business of the Client in any manner, or the filing of any petition by or against the Client or Coach under federal or state bankruptcy or insolvency laws.
Client agrees that the Company or any Coaches have the right to dismiss any client at any time for misconduct or actions which the Company or Coach deems inconsistent with the philosophy or practices, of the Program or if Client puts others at an increased risk due to emotional or physical reasons. Upon dismissal, Coach Alex Ray, LLC or any Coach Alex Ray Coaches will issue a prorated refund based on the actual time used.
This Agreement may also be terminated by either Party in writing for any reason. Notice shall be given at least the following amount of time before termination: 1 week.
Upon termination, all fees and reimbursements shall be paid and provided to the Coach as they have accrued up to the date of termination.
Article 12 - INTELLECTUAL PROPERTY:
Coach and Client agree that all inventions, trade secrets, confidential and/or proprietary information, and work-product conceived, created or developed by each of the Parties, respectively, will be the sole and exclusive property of the Party to whom the information originally belonged. There shall be no transfer of intellectual property through this Agreement.
All copyrights, patents, trademarks, or other intellectual property shall stay with the original Party owner.
Article 13 - PORTFOLIO USE:
As described above, Coach shall be permitted to use all produced items of work Coach's professional portfolio, if applicable, but may not use Client's name, likeness, or other identifying details without express written permission from the Client.
Article 14 - LIMITATION OF LIABILITY:
Coach's liability in contract, tort or otherwise arising through or in connection with this Agreement or through or in connection with the completion of obligations under this Agreement shall be limited to Fees paid by the Client to the Coach. To the extent it is lawful, neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss, data loss, loss of goodwill, or other loss of turnover, profits, or business.
Article 15 - INDEMNIFICATION:
Coach and Client shall each defend, indemnify, and hold the other harmless (including all affiliates, officers, directors, employees, agents, successors, and assigns) from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from bodily injury, death of any person, or damage, real or intangible, to personal property resulting from the other's acts or omissions or the breach of any representation, warranty, or obligation under this Agreement.
Article 16 - SURVIVAL:
Any provision of this Agreement which by its terms imposes continuing obligations on either of the Parties shall survive termination of this Agreement.
Article 17 - DISPUTE RESOLUTION:
In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the county and state noted in the Governing Law provision of this Agreement. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of California. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by the Coach will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
Article 18 - GOVERNING LAW:
This Agreement shall be governed by the laws of the State of California, without regard to conflicts of law provisions. The parties agree that the exclusive jurisdiction for any dispute arising out of, or relating to, this Agreement or any dispute arising out of, or relating to, this Agreement or services provided in connection therewith shall be in the state and federal courts located in San Diego, California.
Article 19 - BENEFIT:
This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto, and to their respective heirs, representatives, successors, and assigns.
Article 20- NO WAIVER:
No action or inaction of either Party shall constitute waiver of any of the terms of this Agreement. Waiver may only be executed explicitly in writing.
Article 21 - COUNTERPARTS:
This Agreement may be executed in counterparts, all of which shall constitute a single agreement. The Agreement shall be effective as of the date set forth above.
Article 22 - NOTICES:
All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement. All notices shall be delivered by email or at the address which the parties may designate to each other through personal delivery, nationally recognized overnight courier (with all fees prepaid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving party has received the Notice and (b) the party giving the Notice has complied with the requirements of this Section.
Article 23 - FORCE MAJEURE:
Coach is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
Article 24 - HEADINGS:
Headings to this Agreement are for convenience only. Headings shall in no way affect the provisions themselves and shall not be construed in any way that would limit or otherwise affect the terms of this Agreement.
Article 25 - ENTIRE AGREEMENT; MODIFICATION:
Neither you nor COMPANY may modify or amend this Agreement, in whole or in part without the prior written consent of both you and an authorized representative of COMPANY. However, COMPANY may replace this Terms of Service Agreement from time to time and your subsequent use of the Site, or any content, programs or materials provided through the Site, will be subject in all respects to the terms and conditions of such terms of service in force at the time of such subsequent use. You are advised to check this Global Terms of Service Agreement regularly for any modifications.
Article 26 - Severability
If any provision of this Agreement is determined to be illegal or unenforceable, such provision shall be automatically reformed and construed so as to be valid, operative and enforceable to the maximum extent permitted by law or equity while preserving its original intent. The invalidity of any part of this Agreement shall not render invalid the remainder of this Agreement.
Article 27 - Miscellaneous
This Agreement shall inure to the benefit of COMPANY and its subsidiaries and affiliates. Any and all references in this Agreement to COMPANY and its affiliates shall, where the context so permits include COMPANY’s parent companies, sister companies, and their respective subsidiaries, affiliates, directors, officers, employees, contractors, and agents. The headings contained herein are for convenience only and shall have no legal or interpretive effect. Additional terms and conditions may apply when you use other services, affiliate services, third-party content or third-party software on or through a link provided on the Site.
Article 28 - Assignment
COMPANY may assign its rights and duties under this Agreement to any party at any time without notice to you.
Article 29 - Refunds
Services are non-refundable except in cases mentioned previously in these Terms and Conditions or in cases where a service is sold with a written refund policy. Exceptions due to extenuating circumstances are at the sole discretion of COMPANY.
Disclaimer
We can’t guarantee your results, earnings, future earnings as a result of this program or give professional/legal advice. Your results in your life and your business will be completely dependent on your understanding of the material and your effort to apply it.
Updated: Dec 7, 2023