Terms of Use

Last updated Sept 3, 2024

Terms & Conditions

The training services (the “Services”) to be provided by Be/come Coaching, LLC (“BCC”), pursuant to the Client Agreement (“Agreement”) will be provided in accordance with these Terms and Conditions of Service (“Terms”), including any addenda as may be incorporated or referenced in writing shall form the Agreement between Be/come Coaching, LLC and Client.

1.0   SCOPE OF SERVICES -

It is understood that the fees, reimbursable expenses and time schedule defined in the Agreement are based on information provided by Client.  Client acknowledges that if this information is not current, is incomplete or inaccurate, if conditions are discovered that could not be reasonably foreseen, or if client elects additional services, the scope of services will change, even while the Services are in progress.

2.0   STANDARD OF CARE

2.1   In fulfilling its obligations and responsibilities enumerated in the Agreement, BCC shall be expected to comply with and its performance evaluated in light of the standard of care expected of professionals in the industry performing similar services at that time in the region (the “Standard of Care”). Nothing contained in the Agreement, the agreed-upon scope of Services, these Terms and Conditions of Service or any BCC report, opinion, plan or other document prepared by BCC shall constitute a warranty or guaranty of any nature whatsoever.

3.0   INTELLECTUAL PROPERTY

3.1   Client agrees all "Intellectual Property" of the Company, including, but not limited to, all discoveries, inventions, designs, improvements, enhancements, ideas, concepts, techniques, know-how, software, documentation or other works of authorship, specifications, data and database technologies, developments, formulae, processes, recordings whether or not copyrightable or patentable related to BCC as currently conducted and as proposed to be conducted by BCC, as well as all Intellectual Property Rights remain the exclusive right of BCC.
3.2   "Intellectual Property" shall mean and include all forms of intellectual property rights and protections that may be obtained for, or may pertain to, the Intellectual Property and shall include, without limitation, all right, title and interest in and to:
3.2.1 All Letters Patent and all filed, pending or potential applications for Letters Patent, including any reissue, reexamination, division, continuation or continuation-in-part applications throughout the world now or hereafter filed.
3.2.2 All mask works, copyrights other literary property or author’s rights, whether or not protected by copyright or as a mask work, under common law, state law, federal law and laws of foreign countries.
3.2.3 All proprietary indicia, trademarks, trade names, symbols, logos and/or brand names under common law, state law, federal law and laws of foreign countries).

4.0    NO LICENSE 

4.1   Client agrees and understands no, patent, copyright, trademark, other Intellectual Property, or other proprietary right is licensed, granted or otherwise transferred to Client by this Agreement or by participating in any services provided by BCC to Client. BCC strictly prohibits any republishing or use, including but not limited to, in the selling, marketing, promoting, or advertising of any workout plans, or recordings provided to Client under the Client Agreement. BCC strictly prohibits any republishing or use, including but not limited to, in the selling, marketing, promoting, or advertising of any telecommunications services, of any name, service mark, logo or trademark (“Marks”) of BCC. The Marks include those Marks owned directly by BCC or its Affiliate(s) and those Marks that BCC has a license to use. Client acknowledges that the Marks are separate and distinct and that each provides a separate and distinct service that Client shall not expressly or impliedly state, advertise, or market that it is or offers the same service as BCC or engage in any other activity that may result in a likelihood of confusion between BCC and Client.
4.2   Violating any portion of 4.0 shall result in immediate termination of the Client Agreement and Client shall forfeit any fees paid to BCC whether Client entered into a subscription plan or per session plan. BCC has the exclusive right and discretion to determine when Client has violated any section of Paragraph 4.0.

5.0   THIRD PARTY CLAIMS EXCLUSION

 5.1 Client and BCC agree that the Services are performed solely for the benefit of the Client and are not intended by either Client or BCC to benefit any other person or entity. To the extent that any other person or entity is benefited by the Services, such benefit is purely incidental and such other person or entity shall not be deemed a third-party beneficiary to the Agreement.  No third-party shall have the right to rely on BCC’s opinions rendered in connection BCC’s Services without written consent from both Client and BCC, which shall include, at a minimum, the third-party's agreement to be bound to the same Terms and Conditions contained herein and third-party’s agreement that BCC’s Scope of Services performed is adequate.

6.0   GOVERNING LAW AND FORUM SELECTION

6.1 Client agrees that this Agreement shall be governed by the substantive laws of the State of North Carolina, without regard to the effect or application of any conflict of laws principles to the contrary. BCC and Client agree that any claim against BCC or Client arising out of or relating in any way to this Agreement shall be brought exclusively in the Superior Court of Orange County, North Carolina, or the United States District Court for the Eastern District of North Carolina, and in no other forum.

7.0   ARBITRATION

7.1 Client agrees that any dispute of any kind arising out of or relating to this Agreement shall at either BCC’s or Client’s election or demand be submitted to final, conclusive and binding arbitration before and according to the rules then prevailing of the American Arbitration Association in Raleigh, North Carolina, which election or demand may be made at any time prior to the last day to answer and/or respond to a summons and/or complaint or counterclaim made by BCC or Client. The results of any such arbitration proceeding shall be final and binding both upon BCC and Client and shall be subject to judicial confirmation as provided by the Federal Arbitration Act, which is incorporated herein by reference. Provided, however, that nothing in this paragraph shall preclude BCC from obtaining preliminary or emergency injunctive relief to restrain any violation of the provisions hereof.

8.0   TERMINATION

8.1   Client or BCC may terminate this agreement for breach of these terms, non-payment, or a failure to cooperate.  In the event of termination, the effecting party shall so notify the other party in writing and termination shall become effective seven (7) calendar days after receipt of the termination notice.
8.2   Irrespective of which party shall effect the termination, or the cause therefore, BCC shall promptly render to Client a final invoice and Client shall immediately compensate BCC for Services rendered those Services associated with termination itself, including without limitation, demobilizing, modifying schedules, and reassigning personnel.

9.0   TIME BAR TO LEGAL ACTION 

9.1 Unless prohibited by law, and notwithstanding any Statute that may provide additional protection, Client and BCC agree that a lawsuit by either party alleging a breach of this agreement, violation of the Standard of Care, non-payment, or arising out of the Services provided hereunder, must be initiated in a court of competent jurisdiction no more than two (2) years from the time the party knew, or should have known, of the facts and conditions giving rise to its claim, and shall under no circumstances shall such lawsuit be initiated more than three (3) years from the date of substantial completion of BCC’s Services.

10.0   ASSIGNMENT 

10.1 Client and BCC respectively bind themselves, their successors, assigns, heirs, and legal representatives to the other party and the successors, assigns, heirs and legal representatives of such other party with respect to all covenants of these Terms. Neither Client nor BCC shall assign these Terms, any rights thereunder, or any cause of action arising therefrom, in whole or in part, without the written consent of the other. Any purported assignment or
transfer, except as permitted above, shall be deemed null, void and invalid, the purported assignee shall acquire no rights as a result of the purported assignment or transfer and the non-assigning party shall not recognize any such purported assignment or transfer.

11.0   SEVERABILITY 

11.1 Any provision of these Terms later held to violate any law, statute, or regulation, shall be deemed void, and all remaining provisions shall continue in full force and effect. Client and BCC shall endeavor to quickly replace a voided provision with a valid substitute that expresses the intent of the issues covered by the original provision.

12.0   SURVIVAL

12.1 All obligations arising prior to the termination of the agreement represented by these Terms and all provisions allocating responsibility or liability between Client and BCC shall survive the substantial completion of Services and the termination of the agreement.

13.0 NO CANCELLATION

13.1 Once services have begun, Client may not cancel this Agreement, or any part, without BCC’s written consent. If Client attempts to cancel this Agreement or otherwise fails to perform its obligations with respect to this Agreement without BCC’s written consent, Client shall be liable to BCC for all of the expenses incurred by BCC in connection herewith, including without limitation: (i) administrative and overhead costs allocable to work already performed; (ii) all lost profits and all consequential and incidental expenses incurred by BCC; and (iii) costs of collection amounts owed to BCC, including reasonable attorney fees.