Terms of Enrollment - The Ripple Effect Institute
This Agreement (“Agreement”) is entered into by and between you (“Client” / “You” / “Your”) and Gaia Project Consulting, LLC (“Company” / “We” / “Us” / “Our”), a New York limited liability company registered to do business in New Jersey, with an address of 41 Watchung Plaza, Suite 163, Montclair, NJ 07042 (collectively, “Parties”). The Agreement is entered into and is made effective as of the date the first payment is made (“Effective Date”), and shall remain in effect until the Ripple Effect Institute (“Program”) is ended.
Scope of Services – The Program. The Program (hereinafter referred to as the “Services” or the “Program”) will begin on the date the first payment is made. The Program will consist of the following:
Access to a dedicated Skool Community where participants in the Program can interact with employees and staff of the Company and each other, and where questions can be posted;
Eight modules of training on the Program’s topic, with bonus material and resources;
Two weekly calls with Company staff and other course participants, except when the Company is closed for holidays and vacation time;
Evergreen access to calls and to the community for as long as Company decides to continue running the Program.
Client understands that the Program content, staff involved, and time of calls may change from time to time.
Fees and Payment: The Fee for the Program is as noted on the checkout page.
Recurring Credit Card Payments. If Client elects to make recurring payments via credit card, Company may auto-charge Client’s credit card on file according to the payment schedule corresponding to the payment plan selected during checkout.
Refund Policy. This is a digital program where Client will be given access to the entire program upon registration and payment. As a result, the Fees charged under this Agreement are non-refundable, and no refunds will be given.
Holidays and Scheduled Time off: You acknowledge that from time to time during holidays and scheduled time off, Company will have limited availability. Furthermore, Client acknowledges that Company staff will be available to address Client needs from 9 am to 4 pm ET Monday through Thursday, and will not be available outside of those times, including in the Skool community.
Responsibility of Client. Client is solely responsible for creating, implementing and maintaining Client’s own physical, mental, spiritual and emotional well-being, decisions, choices, and actions, including those that arise out of or in any way relate to or result from the Program community and the Program. As such, the Client agrees that the Company is not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of any Services provided by Company. Client understands that the Program is not therapy and does not substitute for therapy if needed, and that Program does not prevent, cure, or treat any mental disorder or medical disease.
Client acknowledges that the Program is a comprehensive process that may involve discussions of personal and professional issues, in a group setting, on different areas of Client’s life, including but not limited to Client’s business or employment; physical, mental and emotional state; health and wellness; finances; relationships; education; family and family history; spirituality; recreation; and more. Client agrees that the ultimate decision as to the areas being discussed with Company, its staff, and/or the group, as well as the decision on how Client will handle any issues discussed during the Program or in its community, and/or incorporate the principles learned during the Program, is exclusively Client’s responsibility.
In an effort to get the most out of the Program, Client certifies that he/she is motivated and committed to taking action on his/her determined personal and professional goals. Client hereby expressly accepts full and complete responsibility for his, her or themself, their personal and business development, health, legal or financial situation, and any actions Client may take as a result of the Program.
Mental and Financial Health. Client hereby represents and warrants that, to the best of Client’s knowledge, Client is in good mental, physical, emotional, and psychological health such that engaging in Program poses no risk of harm to Client. Client further represents and warrants that he/she/they can financially afford the Program Fee stated on the checkout page.
Not Substitute for Medical Treatment or Professional Advice. Client acknowledges that Program does not involve the diagnosis or treatment of mental disorders as defined by the American Psychiatric Association and that coaching, mentoring and consulting as provided in the Program, whether in an individual or group setting, is not to be used as a substitute for counseling, psychotherapy, psychoanalysis, mental health care, substance abuse treatment, or other professional advice by medical, legal, financial or other qualified professionals, and that it is the Client’s exclusive responsibility to seek such independent professional guidance as needed. Company is not trained in diagnosing psychological or medical conditions; therefore, if any issues arise during the term of this Agreement that should be addressed by a licensed therapist or physician, Client agrees to immediately attend to his/her health by contacting the appropriate professional. Further, Client accepts and understands that this Program provides no legal, financial, or other professional advice and accepts full responsibility for any and all decisions they make.
No Assignment by Client. The Services contemplated hereunder are personal to the Parties, and Client shall not have the right or ability to assign, sell, transfer, delegate, subcontract, or otherwise dispose of any rights or obligations hereunder and/or assign same to any third party without the prior written consent of Company. Any attempt to do so shall be null void.
Independent Contractor Status. Notwithstanding any provision hereof, it is understood by both parties that in providing the Services, Company is serving as an independent contractor, and is neither an employee nor a partner, joint venturer, agent or representative of the Client. Neither party shall bind or attempt to bind the other to any contract, and any such contracts entered into in violation of this provision shall be null, void and unenforceable. Client will not provide fringe benefits of any kind to Company, and, as an independent contractor, Company is solely responsible for all taxes, withholdings and other statutory or contractual obligations of any kind.
WARRANTY. COMPANY MAKES NO WARRANTIES, WHETHER WRITTEN OR ORAL EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO ANY GOODS AND/OR SERVICES PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF RELIABILITY, USEFULNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THOSE ARISING FROM THE COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. COMPANY EXPRESSLY DISCLAIMS THE FOREGOING AND ANY OTHER WARRANTIES WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, WHICH ARE PROVIDED AS IS, AND NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY GIVEN BY COMPANY. By signing this Agreement, Client acknowledges that Company neither owns nor governs the actions of any third party, person, entity, platform, search engine, software, program, or system, and Company therefore makes no warranties in connection therewith. Client also acknowledges that, due to factors and conditions beyond Company’s control, including but not limited to acts of god, the actions of the Client and any of its customers, partners, employees, agents and/or representatives, the actions of third parties, and other conditions and circumstances beyond Company’s control, it is impossible for Company to guarantee any specific results. Company therefore does not guarantee and makes no warranties that the services provided hereunder will meet any specific intended results.
ALL OTHER WARRANTIES ARE EXCLUDED INCLUDING, WITHOUT LIMITATION, EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR COURSE OF PERFORMANCE.
Limitation of Liability. Client hereby agrees that, unless the result of Company’s willful or intentional misconduct, Company’s total liability to Client for any and all injuries, claims losses, expenses or damages, arising out of or in any way related to the Services and/or this Agreement, from any cause or causes, including but not limited to Company’s negligence, errors, omissions, strict liability, breach of contract or breach of warranty (hereafter "Client’s claims"), shall not exceed the sum of the amount of fees paid to Company by Client under this Agreement.
Release and Indemnification. Client agrees to release, indemnify and hold Company harmless, to the fullest extent permitted by law, from all claims, losses, expenses, fees including attorney fees, costs and judgments that may be asserted against Company, to the extent that such losses or damages were caused by any act, failure to act, error, omission, breach of contract, or negligence of Client and/or its employees, agents, contractors, subcontractors or representatives, in connection with this Agreement and/or the work performed hereunder. In all claims for Indemnity under this paragraph, Client’s obligation shall be calculated on a comparative basis of fault and responsibility. Client shall not be obligated to indemnify Company for claims, losses, expenses, or damages resulting from Company’s own negligence.
Intellectual Property. Any and all Intellectual Property owned by Company, including any trademarks, trade secrets, patents and copyrights, whether appearing on Company’s website, in or including all materials made available to Client during the Program, or elsewhere, shall at all times constitute Company’s Intellectual Property. Except in circumstances expressly authorized in a written agreement, no such Intellectual Property, including any material(s) transmitted as part of the Services rendered pursuant to this Agreement, may be copied, reproduced, distributed, republished, uploaded, displayed, posted or transmitted by Client to any third party in any way whatsoever without the express, written consent of Company.
Copyright. Any and all content on any Website(s), social media pages, groups, profiles, emails, as well as content transmitted with and/or as part of Company’s Program, products and/or Services or through any other channels, online or offline, including any designs, graphics, logos, icons, text, images, audio and video clips, the selection, compilation, collection, assembly and arrangement thereof are protected under U.S. and international copyright laws, and unauthorized use, distribution, reproduction, modification, transmission, display, performance, republishing, and any other means of dissemination without our express written consent, is prohibited by law.
Trademarks. Company’s business, product and service names, page headers, logos, slogans, taglines, product names, and similar brand identifiers are trademarks, trade dresses and service marks owned by Company. As such, any use of these marks in any manner likely to confuse consumers without the express, written consent of Company is strictly prohibited. Any trademarks belonging to third parties require the consent of their respective owners prior to use or display.
Nothing in this document or the rendition of Services pursuant to this Agreement, gives any person the right to copy, reproduce, publish, upload, share, use, register as a domain name, or otherwise display any logo, slogan, tagline, trademark, trade name, service mark, trade dress, copyrighted material, patent, trade secret, or confidential information owned by Company or any of its partners, sponsors, parents, subsidiaries, and affiliates.
Confidentiality. Company endeavors to protect confidential information of all its Clients and to create community where confidentiality is valued. Your identity as a Company client, and all Your private communications with Company, will be treated by Company as confidential, unless you give Company express permission to disclose specific information, except as otherwise required by law. However, by paying the Fee for the Program and consenting to this Agreement, you expressly consent to the anonymous use of your comments and feedback about the Program, the Company, and your experiences related thereto as provided by you in the Skool space, in the Company’s marketing materials, social media channels, email newsletter and other communications.
Notwithstanding the foregoing, Client understands and acknowledges that group Program may involve the sharing of information with other participants of the Program. As Company cannot control of the actions of other participants, Company cannot guarantee that information shared in the Program will be treated as confidential by all participants in attendance. Accordingly, Client hereby agrees to release and hold Company harmless from any claims, losses, injuries, damages, and expenses of any kind that may result from the disclosure of information shared by Client during the Program by any participant in the Program.
Client also acknowledges that, in connection with this Agreement, Client may be furnished with, or given access to, certain confidential and/or proprietary information, and that such information shall not be disclosed to any third party, and shall not be used for purposes other than those contemplated by this Agreement.
Confidential Information may include, but is not limited to, the following: a) any materials regardless of form furnished by either Party or any participant of the Program to any other Party for use; b) all communications and information shared between Client, Company or any participant of the Program while this Agreement is in effect; c) any information furnished by any party or any participant of the Program, stamped “confidential,” “proprietary,” or with a similar legend, or any information that any party or any participant of the makes similar reasonable efforts to maintain secret; d) any business or marketing plans, strategies, customer lists, operating procedures, formulas, know-how, processes, programs, software, inventories, discoveries, improvements, sales projections, strategies, pricing information; and other confidential trade secrets, data and knowledge of either party or any participant of the Program; e) any non-public inventions and technical information, the rights to which have not been assigned to the party receiving the information; and other proprietary information owned by either party or any participant of the Program, (collectively “Confidential Information”), which are valuable, special and unique assets of that party.
Neither Client nor Company will disclose or use, either during or after the term of this Agreement, in any manner, directly or indirectly, any such Confidential Information of the other party, for their own benefit. Neither party will use, share, divulge, disclose or communicate in any manner whatsoever any Confidential Information to any third party without the prior written consent of the other party, except to the extent required by law or permitted under this Agreement. Both parties will protect all Confidential Information of the other party and all other participants of the and will treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement.
Notwithstanding anything in this Agreement to the contrary, Client acknowledges that it is impossible to protect the confidentiality of information transmitted electronically via e-mail, mobile phones or similar telecommunication and computer equipment, as well as any information stored on computers connected to the Internet. Therefore, Client waives any action, legal or otherwise, against Company and holds Company harmless for any interception of Client information resulting from the use of the above-mentioned equipment.
If either party to this Agreement discloses or threatens to disclose the other party’s Confidential Information in violation of this Agreement, the party whose information is at issue will suffer irreparable damage and shall be entitled to an award by any court of competent jurisdiction of a temporary restraining order and/or preliminary injunction to restrain the other party from such unauthorized use or disclosure, in whole or in part, of such Confidential Information, without the need to post a bond, and/or from providing services to any party to whom such information has been disclosed or may be disclosed.
The infringing party further agrees to reimburse the party whose information has been disclosed for any loss or expense incurred as a result of the infringement, including but not limited to court costs and reasonable attorney fees incurred by the Disclosing Party in enforcing the provisions of this Agreement, in addition to any other damages which may be proven. The parties shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
Inappropriate Conduct. Company reserves the right to remove Client from the Program at any time for any reason, without notice. Client acknowledges that any inappropriate conduct of any kind, including but not limited to harassment (sexual or otherwise), trolling, abusive conduct or commentary, threats, racism, sexism, misogyny, xenophobia, homophobia, transphobia, ableism, parasocial transference, abuse of Company staff, breaches of confidential or proprietary information, intellectual property, or trademark or copyright violation, or other discriminatory or abusive commentary or actions whether or not prohibited by law will result in Client’s immediate removal from the program without refund.
Amendments. Company reserves the right to amend the terms of the Agreement from time to time as needed. Client will be notified of any changes to this Agreement via email and the Skool community and given the opportunity to opt out of the Program if they object to the Amendment.
Notices. All notices and other communications required or permitted under this Agreement shall be in writing, and shall be deemed delivered when sent by e-mail to the e-mail address of the party to as such party last provided to the other.
Entire Agreement. This Agreement, together with all attachments and documents incorporated by reference herein, constitute the entire agreement between the parties, represent the final expression of the parties’ intent, contain all the terms and conditions that the parties agreed to relating to the subject matter, and replaces and supersedes all prior discussions, understandings, agreements, negotiations and any and all prior written agreements between the parties.
Severability. If any provision of this Agreement is declared by any court of competent jurisdiction to be illegal, void, unenforceable or invalid for any reason under applicable law, the remaining parts of this Agreement shall remain in full force and effect, and shall continue to be valid and enforceable. If a court finds that an unenforceable portion of this Agreement may be made enforceable by limiting such provision, then such provision shall be deemed written, construed and enforced as so limited.
Survival. All provisions that logically ought to survive termination of this Agreement, including but not limited to applicable Warranties, Limitation of Liability, Indemnity, Choice of Law, Forum Selection, and Confidentiality provisions, shall survive the expiration or termination of this Agreement.
No Waiver. The failure of any party to insist upon strict compliance with any of the terms, covenants, duties, agreements or conditions set forth in this Agreement, or to exercise any right or remedy arising from a breach thereof, shall not be deemed to constitute waiver of any such terms, covenants, duties, agreements or conditions, or any breach thereof.
Acknowledgement of Terms. Each party acknowledges that they a) have read this agreement; b) understand the terms of this agreement; c) have consulted or had the opportunity to consult with independent legal counsel in connection with this agreement; and d) have signed this agreement voluntarily.
Force Majeure. Either party shall be excused from any delay or failure of performance required hereunder if caused by reason of a Force Majeure Event as defined herein, as long as the nonperforming party complies with its obligations as set forth below.
For purposes of this Agreement, “Force Majeure Event” means any event, circumstance, occurrence or contingency, regardless of whether it was foreseeable, which is a) not caused by, and is not within the reasonable control of, the nonperforming party, and b) prevents the nonperforming party from its obligations under this agreement. Such events may include, but are not limited to: acts of war; insurrections; fire; laws, proclamations, edicts, ordinances or regulations; epidemics, pandemics and disease outbreaks; strikes, lock-outs or other labor disputes; riots; explosions; technical and electrical outages; failure of technology; and hurricanes, earthquakes, floods, landslides, and other acts of nature.
The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations under this Agreement shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty (30) days, either party shall have the right to terminate this agreement upon ten (10) days’ prior written notice to the other party.
Upon occurrence of a Force Majeure Event, the nonperforming party shall do all of the following: a) immediately make all reasonable efforts to comply with its obligations under this Agreement; b) promptly notify the other party of the Force Majeure Event; c) advise the other party of the effect on its performance; d) advise the other party of the estimated duration of the delay; e) provide the other party with reasonable updates; and f) use reasonable efforts to limit damages to the other party and to resume its performance under this Agreement.
Arbitration. The parties agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association, and each party hereby consents to any such disputes being so resolved. Judgment on the award so rendered in any such arbitration may be entered in any court having jurisdiction thereof.
Choice of Law. This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey, excluding that State’s choice-of-law principles, and all claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the State of New Jersey, excluding that State’s choice-of-law principles.
Choice of Forum. The parties hereby agree that all demands, claims, actions, causes of action, suits, proceedings, including arbitration, to the extent permitted under this Agreement and arising out of same, shall be filed, initiated, and conducted in the State of New Jersey.
Headings Not Controlling. Headings used in this Agreement are for reference purposes only and shall not be used to modify the meaning of the terms and conditions of this Agreement.
Counterparts. The parties agree that this Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall be deemed one and the same Agreement. The parties hereto agree that consent to this Agreement may be obtained at checkout for this Program via a check box with a link to the terms of this Agreement.
Acknowledgement of Terms. Each party acknowledges that they
a) have read this Agreement;
b) understand the terms of this Agreement;
c) agree with the above terms and conditions; and
d) have signed or checkmarked this Agreement voluntarily.