COST. CLIENT will pay Kats Chiropractic Consultants LLC (CONSULTANT) the annual rate indicated above for the selected program to be provided by CONSULTANT beginning on the date of CLIENT’S execution of this Agreement (EFFECTIVE DATE) and continuing on the same day of each future month during the term of this Agreement.
TERM. The term of this Agreement is twelve (12) months. After 12 months, CLIENT is entitled to continue participation in the KC Path to Prosper Member program at the next year pricing offered by CONSULTANT. CLIENT understands that this agreement may be terminated by CLIENT with written notice delivered to CONSULTANT prior to the anniversary date of this agreement. CLIENT understands that this agreement will renew on a one (1)-year term unless CLIENT gives proper notice of termination. CONSULTANT reserves the right to terminate this Agreement at any time upon written notice to CLIENT. If CONSULTANT terminates this Agreement for any reason other than the fault of CLIENT, then following the effective termination date CLIENT will not be liable for the payment of any fees under this Agreement other than those that have already accrued but not been paid as of the termination.
BILLING. All payments are due in advance and are automatically drafted from or charged to CLIENT’S account and CLIENT is responsible for maintaining accurate credit card and banking information with CONSULTANT. The terms of any Payment Authorization completed by CLIENT are incorporated into this Agreement by reference. CLIENT acknowledges receiving or retaining a copy of the completed form.
SUSPENSION OF SERVICES; ACCELERATION. Should any of the amounts due under this Agreement become over five (5) days past due, CONSULTANT may suspend some or all services to CLIENT. If CONSULTANT terminates this Agreement due to the fault of CLIENT, then CONSULTANT may declare all monthly fees for the balance of the scheduled one (1) year term to be immediately due and payable and be entitled to charge any Payment Authorization provided by CLIENT to collect such amounts from CLIENT.
NON-REFUNDABLE. The membership fee is due and payable as described in this Agreement, and are nonrefundable, whether or not CLIENT utilizes the services made available by CONSULTANT.
CONFIDENTIALITY. All information, materials, documents, forms, and know-how used or made available by CONSULTANT is confidential information of CONSULTANT. CLIENT and its employees will not use or reproduce any of CONSULTANT’S confidential information except for its intended use in the operation of CLIENT’S physician practice. CLIENT and its employees will not disclose any of CONSULTANT’S confidential information to anyone other than CLIENT’S employees on a need-to-know basis for its intended use in the operation of CLIENT’S physician practice, unless the disclosure is required by law. CLIENT will ensure that its employees do not engage in any unauthorized use or disclosure of CONSULTANT’S confidential information.
INTELLECTUAL PROPERTY. CLIENT may make modifications to materials, documents and forms provided by CONSULTANT for use as described above. CONSULTANT grants CLIENT a perpetual, royalty-free license to use such modified materials, documents, and forms in CLIENT’S own business or in the course of providing service to CLIENT’s own clients.
RELATIONSHIP OF THE PARTIES. This Agreement is between independent parties. Nothing in this Agreement shall be construed or interpreted to give rise to an agency, partnership, franchise, employment, or joint venture relationship between CLIENT and CONSULTANT. Neither party is an agent of the other and neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or to incur any obligation or liability for, or otherwise bind the other party.
ASSIGNMENT. This Agreement is in the nature of a personal services contract. CLIENT may not assign its rights under this Agreement, whether voluntarily or by operation of law, without the prior written consent of CONSULTANT. A change in control of CLIENT shall constitute an assignment that is subject to the restrictions set forth in this Agreement. Any assignment not in compliance with this Agreement is void.
BUSINESS ADVISORS. CLIENT will rely upon personal advisors/attorneys and federal, state and local laws with respect to ideas or advice given by CONSULTANT.
DISCLAIMER. CLIENT clearly understands that CONSULTANT does not provide therapy, patient counseling, practice management, or legal or financial advice. CONSULTANT functions only in the capacity of education and coaching, and CLIENT understands that coaching is not licensed or regulated by any governmental body or other organization.
INDEMNIFICATION. CLIENT indemnifies and holds CONSULTANT harmless from any and all claims, demands, liabilities, costs, damages, and causes of action of any nature whatsoever except to the extent any such claim is the result of the gross negligence or willful misconduct of CONSULTANT.
LIMIT OF LIABILITY. CONSULTANT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF GOODWILL, LOST PROFITS OR BUSINESS INTERRUPTION DAMAGES, EVEN IF SUCH DAMAGES ARE REASONABLY FORESEEABLE AND EVEN IF CONSULTANT SHOULD HAVE KNOWN SUCH DAMAGES TO BE POSSIBLE. CONSULTANT’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT BE GREATER THAN THE AMOUNT OF FEES PAID BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT DURING THE 1-MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO CONSULTANT’S LIABILITY. ANY CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT WITHIN SIX (6) MONTHS OF THE TERMINATION OF THIS AGREEMENT.
ENTIRE AGREEMENT. This Agreement, together with CLIENT’S Payment Authorization, constitutes the entire agreement of the parties regarding the subject matter hereof. All prior representations, statements, discussions, understandings, and agreements, written and oral, regarding the subject matter hereof are merged into this Agreement and neither party is relying thereon for any purposes related to this Agreement.
AMENDMENTS. This Agreement may not be altered or amended except in a document signed by a duly authorized representative of each party.
GOVERNING LAW, VENUE, JURISDICTION. This Agreement and all disputes, controversies and proceedings arising in connection with this Agreement (whether in contract, tort, statutory or common law, in equity or otherwise) shall be governed by, and construed, enforced and adjudicated in accordance with, the procedural and substantive laws of the State of Missouri, without giving effect to the conflict of law principles of any jurisdiction. The parties irrevocably and unconditionally consent and submit themselves and their properties to the exclusive jurisdiction of the courts located in the State of Missouri for all actions, suits and proceedings, including legal, arbitration and mediation proceedings, arising out of or relating to this Agreement.
SEVERABILITY. If any provision of this Agreement or the application of any such provision to a specific situation shall be held invalid or unenforceable, such provision shall be modified to the extent necessary to make it or its application valid and enforceable, and all other provisions of this Agreement shall remain in full force and this entire Agreement shall be construed so as to give effect to the original intent of the parties to the extent possible.
WAIVERS. Any obligation, term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof. No waiver shall be effective unless set forth in a writing signed by a duly authorized representative of the waiving party. No waiver by any party of any obligation, term or condition (including without limitation this waiver provision) shall be deemed a waiver of the same or any other obligation, term or condition on any future occasion. No failure or delay in exercising any right or remedy under this Agreement shall constitute a waiver or any such right or remedy.
SURVIVAL. The INDEMNIFICATION and LIMIT OF LIABILITY provisions, together with this SURVIVAL provision and any other provisions that are by their nature intended to survive, shall survive the termination or expiration of this Agreement.