COST. CLIENT will pay Kats Chiropractic Consultants LLC (CONSULTANT) the one (1)-time 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).
TERM. The term of this Agreement is a one-time payment with no recurring cycle. CLIENT understands that the intellectual property to which it has access may, from time to time, be changed or altered by CONSULTANT at CONSULTANT’S will. CLIENT understands that this agreement may be terminated by CLIENT at any time, and at such time, will forfeit its rights to use any of Consultants intellectual property. CONSULTANT reserves the right to terminate this Agreement at any time upon written notice to CLIENT. If CONSULTANT terminates this Agreement for any reason, 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 been paid as of the termination, and will no longer have access to CONSULTANT’S intellectual property.
BILLING. All payments are due in advance and CLIENT is responsible for providing accurate credit card or banking information to 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 should there be such authorization.
NON-REFUNDABLE. The membership fee is due and payable as described in this Agreement, and is 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, whether student, owner or associate, 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 exclude or make modifications to any of the 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.
LIFETIME ACCESS. CLIENT understands that it has the right to access and use CONSULTANT’S intellectual property as noted above. CONSULTANT may, at its own discretion, remove access should CONSULTANT eliminate such intellectual property from its offerings.
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, advisement, 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 THREE (3) 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.