MEMBERSHIP AGREEMENT

The Mind-Full Members: Monthly Membership

This Membership Agreement (“the Agreement”) was created to ensure that in using the services offered by The Mind-Full Clinic Inc., you, the Member and we are both protected. By reading this Agreement, you are entering into a legally binding contract, so please read it carefully and contact us before you sign if you have any concerns.

The Parties

This AGREEMENT is entered into as of the date indicated below by and between the Member (“Client”, or “Member”) and The Mind-Full Clinic Inc. (the “Coach”, or “we” or “us”).

WHEREAS the Member requires and wishes to utilize, and the Coach agrees to provide, the coaching services (the “Services”) of the Coach as outlined herein;

NOW, THEREFORE, this Agreement confirms that in consideration of the following promises hereinafter expressed on the part of the Client and the part of the Coach and the fees to be paid as outlined below, the Parties hereto agree to the terms and conditions as follows:

The Program Requirements

• The Member agrees that their participation in the membership, and the use of the content provided on the membership platform is solely their (The Member) responsibility. 
• The Member agrees the monthly live calls are not mandatory and can only be rescheduled under the discretion of The Mind-Full Clinic inc. Or the Coach. 
• The Member understands that all live calls will be recorded and consents to our confidentiality agreement (below). 
• The Coach shall set the dates and times for group coaching calls. The Member shall not receive any refund, partial or otherwise if they are unable to attend some or all of the group coaching calls. The Member acknowledges that the Coach shall schedule group coaching calls at all times of day to accommodate time-zones around the world and all group coaching calls may not be within the Client’s waking hours.

Fees & Payment

• Fees. The Member agrees to pay to the Coach, in consideration of the Services outlined herein, the following agreed amounts (the Fee):

The total Membership fee is $27.99 USD (the “Total Fee”) per month. The Total Fee shall be paid in full each month, or in some cases a yearly sum.

• No refunds. So that the Client is fully invested in this Membership, no refunds will be issued. Client understands that Client is responsible for all payments whether or not Client is fully participating in the Membership. No exceptions will be made in this matter and the Coach reserves the right to take legal action to collect payment.
  
  

• No chargebacks. The Client shall provide the Coach with their credit card information as security for payments being made. The Coach shall be authorized to charge the Client’s credit card(s) for any unpaid charges on the dates outlined herein. The Coach shall be entitled to make all charges at the time payments are due and not require separate authorization for any multiple-payment plan or if the Client is in arrears to the Coach. The Client shall not make any chargebacks to the Coach’s account and/or change and/or cancel the credit card provided as security without the Coach’s prior written consent. The Client shall be responsible for any fees associated with recouping chargeback expenses including collection fees and attorneys’ fees. The Coach reserves the right to refer outstanding payments or chargebacks to all credit reporting agencies.
  
  

• Late payments. If payment is not received or there is a problem with the payment transaction or method, you will be notified by e-mail and have a 3-day grace period to make the payment following the due date. During this time, the Program will be put on hold and no Coaching Sessions will be held, including during the grace period. If no payment is made within the 3-day grace period, the Program will automatically terminate and you will forfeit any remaining Coaching Sessions and Program access.
  
  

What you Need to Know

• Confidentiality. Both Parties agree not to disclose, reveal or make use of any information learned by either party during discussions, coaching sessions, or otherwise. The Coach acknowledges that all information provided by Client will be kept strictly confidential, as permissible by law. Client acknowledges that any information shared in a group setting will not be considered confidential. Client acknowledges that the Coach may share confidential information or coaching sessions with Practitioner's contractors or representatives solely for the purpose of fulfilling the obligations of this Agreement. Confidential Information includes, but is not limited to, information disclosed in connection with this Agreement, and shall not include information rightfully obtained from a third party. Both Parties shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by safeguarding the Parties own confidential information. The obligation of the Parties hereunder to hold the information confidential does not apply to information that is subsequently acquired by either Party from a third party who has a bona fide right to make such information available without restriction. Both Parties agree that any and all Confidential Information learned as of the date of purchase shall survive the termination, revocation, or expiration of this Agreement.
  
  

• Termination: The Client may terminate this Agreement at any time with a 30-day grace period by written notice via email. If the Client terminates the Agreement, the client remains financially responsible for the full cost of the month they are currently in, and will not be responsible for future monthly payments when they have unsubscribed from the membership. No refunds will be provided.
  
  

• Intellectual Property Rights: The Coach retains all ownership rights to the materials provided during your participation in the Program. The copyrighted and original materials you are provided are for your individual use only and you are granted a single-user license. You are not authorized to share, copy, distribute, or otherwise disseminate any materials received from us electronically or otherwise without our prior written consent including, but not limited to, sharing your password with others. All intellectual property, including the copyrighted Program materials, shall remain the sole property of the Coach, and no license to sell or distribute materials is granted or implied. You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial or personal purposes, any portion of the Program, including any of the Program materials. You shall not create derivative works based on any portion of the Program, including any of the Program materials.
  
  

• Media and Testimonial Release: The Coach may take photographs, videos, audio recordings, or other recordings during Services that the Coach may use for future commercial or non-commercial purposes. The Client agrees and understands that by participating in the Services, the Client is consenting to being recorded and photographed and to the use of Client’s likeness, writing, and voice in any media in perpetuity by Company for whatever purpose as Company sees fit.
  
  

• Relationship of the Parties: The Coach and any related subcontractors are not employees, partners, or members of the Client or the Client’s company or organization. The Coach has the sole right to control and direct the means, manner, and method by which the Services in this Agreement are performed. The Coach has the right to hire assistants, subcontractors, or employees to provide the Client with its Services. The Parties are individually and separately responsible for their own business operation and expenses, including securing or paying any licensing fees, taxes, registrations, or permits. The Client is not responsible for paying for any benefits, Workers Compensation, insurance, or unemployment fees to the Coach.
  
  

• Personal Responsibility and Assumption of Risk: The Coach has used care in preparing the information provided to you, but the information, Program, and services have been made available to you as tools for your own personal use and for informational and educational purposes only. You accept full responsibility for your choices, actions, and results, and expressly assume the risks of the Program for your use, or non-use, of the information provided to you. You also understand that you are expressly assuming all of the risks of the Program, whether or not such risks were created or exacerbated by the Program.
  
  

• No Guarantees: The Client acknowledges that the Coach has not made and does not make any representations as to a future outcome of any kind that may be derived as a result of the Program. Client accepts and agrees that Client is 100% responsible for results. The Coach makes no representations, warranties or guarantees verbally or in writing regarding the Client’s performance. Any testimonials, earnings, or examples shown through Coach 's website, programs, and/or services are only examples of what may be possible for the Client. There is no assurance as to any particular outcome based on the use of Coach's programs.
  
  

• Weight-loss. The Client acknowledges that the Coach has not and does not make any representations as to the future weight loss, reversal of symptoms or any other outcome of any kind that may be derived as a result or use of participation in the Program.
  
  

• Third-party links: The Coach may provide the Client with third-party recommendations for such services as acupuncture, spiritual guidance, photography, health, or other related services. The Client agrees that these are only recommendations, and the Coach will not be held liable for the services provided by any third-party to the Client. The Practitioner is not responsible for any adverse effects or consequences that may result, either directly or indirectly, from any information or services provided by a third-party.
  
  

• General Disclaimer. The Coach makes no guarantee or warranty that the program will meet the Client’s requirements. The services and all other goods and information provided by the Coach herein are provided on an “as is” basis without warranties of any kind, either express or implied. The Coach disclaims all warranties, express or implied, arising by law or otherwise, with respect the services or any other goods and information provided by, through or on behalf of the Coach under this agreement, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose or non-infringement and any implied warranty arising from course of performance, course of dealing or usage of trade.
  
  

• Medical Disclaimer:  The Coach is not acting in the capacity of a doctor or as the Client’s personal pharmacist, dietitian, psychologist or any other licensed medical or related professional. The Coach is not providing medical care, pharmaceutical care, nutritional services and will not diagnose, treat or cure in any manner whatsoever any disease, condition, physical or mental ailment. Coaching is in no way to be construed or substituted as psychological counselling or any other type of therapy or advice. All information is for informational purposes only and is not intended to be used as a substitute or replacement of medical care, treatment and/or advice obtained from and through licensed qualified medical professionals. The nutritional or lifestyle evaluations or tests and recommendations provided by us are not a substitute for the diagnosis, treatment or care of disease and health concerns by a medical provider or psychologist, and none of the recommendations made are meant to replace the advice of a medical doctor. The Client should seek the advice of a medical professional before commencing any new program related to their health and must advise the Coach if the Client is currently under the care of a medical professional.
  
  

• Limitation of Liability Indemnification, and Release of Claims. The Coach may not be held responsible in any way for the information that you request or receive through this Program. By signing this Agreement, you fully and completely hold harmless, indemnify and release the Coach and its officers, directors, shareholders, agents, representatives, affiliates and successors or anyone affiliated with the Coach from any and all liability, damages, causes of action, allegations, suits, sums of money, claims and demands whatsoever, in law or equity, that you ever had, now have or will have in the future against us, arising from your participation in or in any way related to the Program, even if we were aware in advance of the possibility of any such claim.
  
  

• Severability. If any provision of this Agreement is invalid or unenforceable, the other provisions in the Agreement will remain in full force and effect.
  
  

• Modification. Any modification of this Agreement or additional obligation assumed by any Party in connection with this Agreement shall be binding only if evidenced in writing signed by both Parties.
  
  

• Assignment. Neither this Agreement nor any other rights or obligations under this Agreement shall be assigned or otherwise transferred.
  
  

• Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of Canada and the province of Ontario as applicable.
  
  

• Dispute Resolution. If a dispute is not resolved first by good-faith negotiation between the parties to this Agreement, any controversy or dispute to this Agreement will be submitted to binding private arbitration. The arbitration shall occur within ninety (90) days from the date of the initial arbitration demand and shall take place in Toronto, Ontario or via telephone. If the Parties are unable to agree on the arbitrator, each Party shall select one arbitrator and those two arbitrators shall select the arbitrator who shall decide the dispute. The Parties shall cooperate in exchanging and expediting discovery as part of the arbitration process and shall cooperate with each other to ensure that the arbitration process is completed within the ninety (90) day period. The written decision of the arbitrator(s) (which will provide for the payment of costs) will be absolutely binding and conclusive and not subject to judicial review, and may be entered and enforced in any court of proper jurisdiction, either as a judgment of law or decree in equity, as circumstances may indicate. In the case where the client would take legal action against The Mind-Full Clinic inc. or the coach, the client is responsible for all fees, both legal and additional, that incurs during this legal process.
  
  

• Non-disparagement. Client shall not make any false, disparaging, or derogatory statement in public or private regarding the Coach, its employees, or agents. The Coach shall not make any false, disparaging, or derogatory statements in public or private regarding the Client.
  
  

• Good Faith: Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance and any termination of this Agreement.
  
  

• Entire Agreement. This Agreement constitutes the entire Agreement between the parties and replaces any prior written or oral agreements.
  
  

• Severability: Should any provision of this Agreement be or become invalid, illegal, or unenforceable under applicable law, the other provisions of this Agreement shall not be affected and shall remain in full force and effect.
  
  

• Waiver of Breach. The waiver by me/us of any breach by you of any provision of this Agreement will not be taken to be a waiver of any further breaches by you.
  
  

• Notice. For the purpose of this Agreement, email will suffice for written notice when required as set out above.
  
  

• Headings. The headings used in this Agreement are for stylistic purposes only and none of the content in the headings are intended to be legally binding.
  
  

• Counterparts. This Agreement may be executed electronically and in counterparts, each of which will be deemed an original and all of which taken together shall constitute one and the same agreement.
  
  

Independent Legal Advice

The Client acknowledges and agrees:

1. that the Client has fully read and understood this Agreement;
2. that the Client has had the opportunity to obtain legal advice about the Agreement; and 
3. that the Client accepts the terms and conditions set out in this Agreement, including but not limited to, those which deal with the waiver of all claims against the Coach, and obligations to pay the Coach.
   
   

I acknowledge and agree that I have read, fully understand and agree to be bound by each and every clause in this Agreement and have been given the full opportunity to discuss all implications, legal or otherwise, of this Agreement.