THIS NON-DISCLOSURE AGREEMENT (this “Agreement”) is entered into as of (date indicated below) by and between (name as indicated below) (collectively, the “Client”) and Rachel Nichols/@restoring.eve. (including its affiliates, the “Company”). 

RECITALS 

WHEREAS, the Client and the Company (collectively, the Client and the Company shall be referred as the “Parties”, and individually, as a “Party”) have entered into discussions regarding certain services provided by the Client to the Company that shall require the Client to gain access to certain confidential information provided by the Company (collectively, the “Consulting Services”), and; 

WHEREAS, in order to facilitate the container , the Company wishes to provide the Client certain information designated as confidential. 

NOW, THEREFORE, in consideration of the foregoing premises, of the mutual covenants contained in this Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows: 

Expectations and Responsibilities: 

As your Coach, my role is to: 

•  Devote my full attention to you during the container 
•  Provide you with resources and training provided on the checkout page
•   Answer any relevant questions and provide support within the scope of the program

As the Client, your role is to: 

• Be 100% focused during your the program and any live calls 
• Make the Program a priority. 
• Be prepared and make time for the work that you need to do for the Program. ● Trust the process. 

Scheduling and Timing 

Contacting Me: If you have any questions, you are encouraged to ask them at the email [email protected]. I will do my best to respond to you within 48-72 hours. Email is to be used for personal, logistical questions only. You understand that email is not for coaching. 

Investment and Payment: You agree that you are financially willing and able to invest in this Program by choice. You understand that there is no-refund policy on this Program. 

You understand that calls will be recorded in case you cannot make them live, and that Rachel Nichols will determine the dates and times. You understand that you have lifetime access to all course materials. 

Authorization and Receipt: By paying via Kajabi / Stripe. 

Missed Payment: If any payments are not made on time, you will be notified by e-mail and have a 3 day grace period to make the payment following the due date. For each late day after the 3 day grace period, your payment will incur an additional interest of 3%.

Refund Policy: I want you to be happy with your Program. If for some reason you are not satisfied you may stop the Program at any time. Because we will have invested considerable time and effort in your Program, if you decide to withdraw for any reason, you will remain fully responsible for all payments and the full cost of the Program. No refund will be provided. 

Confidentiality: All information exchanged during the Program will be kept strictly confidential between both Parties. I will not disclose confidential information that you share with me during the Program to anyone else without reason to know such information, unless required by law, ethics, or upon written authorization by you. 

Testimonial exception: You agree that screenshots of text you write within the Program discussing your results and wins, if your name is removed and the text is completely anonymous, may be used by Rachel as testimonials for the Program in the future. You agree that Rachel can share a video testimonial publicly if you create it of your own choosing and give her direct permission to share it. 

Intellectual Property Rights: Rachel Nichols 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 with a single-user license. You are not authorized to share, copy, distribute, or otherwise disseminate any materials received from me electronically or otherwise without my prior written consent. All intellectual property, including the copyrighted Program materials, shall remain the sole property of Rachel Nichols, and no license to sell or distribute my 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. 

Personal Responsibility, Disclaimer & Release of Claims 

Personal Responsibility and Assumption of Risk: You acknowledge that you take full responsibility for your well-being and all decisions made before, during and after your Program. I have used care in preparing the information provided to you, but all of my information, Programs, and services are made available to you as marketing and business 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. 

Disclaimer: I understand very clearly that this program  is not a substitute for medical or psychological diagnosis, advice, or treatment, and that no results are guaranteed. I understand that Olivia Marie within this specific container, is not a doctor in her usual capacity, and does not diagnose conditions, nor does she prescribe substances (medications), prescribe or perform medical treatments, or interfere with the treatment of a licensed medical professional. 

Limitation of Liability, Indemnification, and Release of Claims: Rachel Nichols 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 Rachel Nichols and any employees, shareholders, directors, staff, consultants, agents, or anyone affiliated with us 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 me or 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. 

Other Important Terms 

Termination: The client may terminate this Agreement at any time with 72 hours written notice via email. If the Client terminates the Agreement, the client remains financially responsible for the full cost of the Program and must immediately make any payments that are due. No refunds will be provided. All the terms of this Agreement, including all Investment, Refund Policy, and Intellectual Property terms, will still apply even after termination. In the event of any circumstances beyond control of Rachel Nichols such as, community disaster, a fire, or situation in which the continued provision of services under this agreement would substantially interfere with Rachel Nichol's duty of service to its clientele, Rachel Nichols reserves the right to suspend performing her obligations under this agreement immediately and until such time as Rachel Nichols determines that the circumstances are again suitably available and safe. If such an event and providing circumstances permit, Rachel Nichols shall give notice not less than twenty-four (24) hours. 

Notice: All correspondence or notice required regarding the Program shall be made to Rachel Nichols and to the Client at the e-mail address provided during enrollment in the Program. Should the Client’s e-mail address or contact information change at any time throughout the course of the Program, it is the Client’s responsibility to update the contact information within 72 hours. 

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

No Waiver: The failure to enforce any provision of this Agreement shall not be construed as a waiver or limitation of the right to later enforce and compel strict compliance with every part of this Agreement. 

Effect of Partial Invalidity: The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both Parties subsequent to the expungement of the invalid provision.

Dispute Resolution: Client and Coach will do their best to work out any differences through a phone conversation or via email. However, should a dispute ever arise between us, we agree now that we will submit to binding arbitration before a single arbitrator, selected jointly. Prior to seeking arbitration, the Client must submit your complaint to me with full details about your dissatisfaction with the Program via email to me at [email protected]. The Client understands that the only remedy that can be awarded to you through arbitration is a full refund of your Payment made to date. No award of consequential or of any other type of damages may be granted. Any judgment on an arbitrator’s award, if made, is binding and may be entered into any court having the appropriate jurisdiction. By signing this Agreement Client agrees to a modification of the statute of limitations such that any arbitration must be commenced within one (1) year of the date of the act, omission, or other conduct complained of as submitted in an email, or shall otherwise be forfeited forever. 

Non-Disparagement: In the event of a dispute between Client and Coach, Client agrees not to engage in any conduct or communications, public or private, designed to disparage the Program, Rachel Nichols. Where requested by law or arbitration, of course, Client is not prohibited from sharing their thoughts and opinions as a part of the legal process. By signing this Agreement, we are both acknowledging that we have read, understand, agree to and accept all of the terms of this Agreement. Your Program will not begin until this signed document has been received, and payment has been made. 

Nondisclosure Obligations: You agree to hold the Confidential Information provided by Rachel Nichols in confidence. Without limiting the generality of the foregoing, the Client, further promises and agrees: (A) to take commercially reasonable measures to protect and safeguard the Confidential Information that it receives against unauthorized use, dissemination, publication or disclosure; (B) not to use any of the Confidential Information except in connection with the execution of the Consulting Services; and (C) not to, directly or indirectly, in any way, reveal, report, publish, disclose, or transfer any of the Confidential Information except to its affiliates, principals, employees, consultants, representatives, accountants, agents, co-investors, advisors, legal counsel, lenders, investors, officers and directors, or as otherwise specifically authorized by the Company (collectively, “Representatives”). 

Entire Agreement: This Agreement constitutes the entire agreement between the Parties and any prior understanding or representation of any kind shall not be binding upon any Party, except to the extent incorporated in this Agreement.