ADIA WELLNESS TERMS OF SERVICE

THESE TERMS OF SERVICE (the “Agreement” or “Terms of Service”) set forth the terms under which Adia Wellness LLC, a Rhode Island limited liability company company (the “Adia Wellness” “Company”, “we”, or “us”) will provide services (the “Services”) to you, the Client (the “Client”, “you”, or “your”) related to https://www.adiawellness.com/ and all affiliated websites, including mobile websites and applications, owned and operated by us or our Affiliates (the “Site”).

Coaching is a collaborative process and involves an ongoing relationship between the client and coach. The purpose of the coaching experience is to support you, the Client, in establishing new behaviors. The coaching relationship is thus both forward-looking and collaborative. Coaching services and plans will be developed and implemented in partnership between the client and coach.

The role of Adia Wellness is to help Client progress toward achieving Client’s goals. As such, Client and Adia Wellness agree to engage fully in the coaching experience. The Client also recognizes that coaching is not therapy, counseling, or medical advice.

Therefore, these Terms of Service are important in that they protect our rights as a business and your rights as a client. Please carefully read these Terms of Service carefully. By accessing or using our Sit or services, you agree that you have read and agree to be bound by the terms and conditions of this Agreement.

Introduction and Acceptance of the Terms of Service

This Agreement is effective as of March 1, 2021. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE AFTER THE EFFECTIVE DATE.

We expressly reserve the right to change these Terms of Service from time to time. You acknowledge and agree that it is your responsibility to review the Site and these Terms of Service from time to time and to familiarize yourself with any modifications. Your continued use of the Site after such modifications will constitute acknowledgement of the modified Terms of Service and agreement to abide by and be bound by the modified Terms of Service.

If any violation of these Terms of Service occurs, WE RESERVE THE RIGHT TO IMMEDIATELY SUSPEND OR DELETE ANY VIOLATING ACCOUNT AND TO TERMINATE ANY RELATIONSHIP WITH THE VIOLATING PARTY.

As used in this Agreement, references to our “Affiliates” includes our owners, subsidiaries, affiliated companies, officers, directors, employees, contractors, sellers, partners, sponsors, advertisers and includes (without limitation) all parties involved in creating, producing, and/or delivering this Site and/or its contents.

Services

The purpose of our Site is to facilitate the provision of health coaching services (the “Services”), which may include, without limitation:

• Access to Adia Wellness’s 30-Day Jump Start Program

• Private Health Coaching Sessions

• Participation in Group Coaching Sessions

• Assistance in developing a customized wellbeing action plan; including exercise plans, weight loss goals, stress management strategies, sleep habits, work-life balance methods, nutrition information, support in managing medical conditions, tobacco cessation tools or help navigating life events

• Access to relevant information or referrals to other health professionals

Private Coaching Session Services

Private coaching sessions may occur in person, by phone, through video conference, or over email, depending on the venue that works best for the Client and which coaching package is selected. Adia Wellness and Client further agree to:

• Adhere to established appointment times.

• To begin and finish all appointments on time.

• If the Client is more than 15 minutes late to an appointment, the coach may assume that the appointment is canceled, and the Client will be responsible for the full coaching fee.

• If the coach is more than 15 minutes late to an appointment, the Client may assume that the session is canceled, and the Client shall not be responsible for any payment for that session.

• The Client must request to cancel or reschedule any scheduled appointment at least 24 hours in advance in order to avoid a change fee. Any changes or cancellations with less than 24 hours notice are subject to a 50% cancellation fee.

Coaching Fees

Current coaching fees and packages are posted on https://www.adiawellness.com/plans-pricing. Fees are payable on the first calendar day of each month and must be paid in full prior to scheduling any private or group coaching services. Payments may be made by cash, check, credit card, or electronic funds transfer (EFT).

Payment Terms

• Credit Card Authorization. Client acknowledges that Adia Wellness, in consideration for the Services, will charge Client’s credit card on file on the first calendar day of each month for the package fees listed above until Client cancels the Services.

• Refunds. If Client cancels any Service for any reason whatsoever, Client shall not be entitled to a refund for any amounts already paid.

• Chargebacks. To the extent that Client provides Adia Wellness with credit card information for payment of Client’s Services, Adia Wellness shall be authorized to charge Client’s credit card(s) for any unpaid charges. Adia Wellness shall be authorized to make all charges at the time they are due and is not required to seek separate authorization to do so. Client hereby agrees not to make any chargebacks to Adia Wellness’s account. Client further agrees it shall not cancel the credit card provided without giving notice to Adia Wellness at the time such credit card is cancelled and the furnishing of replacement credit card information. Client is responsible for any fees associated with recouping payment on chargebacks and any other fees in connection with Adia Wellness’s collection of payment hereunder.

Contractor Status

In providing the Services under this Agreement it is expressly agreed that Adia Wellness is acting as an independent contractor and not as an employee. Adia Wellness and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit during the Term. Adia Wellness is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to Adia Wellness under this Agreement.

Intellectual Property

• “Intellectual Property” means any and all (a) rights associated with works of authorship, including, but not limited to, copyrights, (b) trademark and trade name rights and similar rights, (c) Trade Secrets, (d) patents and (c) all other intellectual property rights in any jurisdiction throughout the world.

• “Trade Secrets” shall have the meaning as provided in the Uniform Trade Secrets Act (Civil Code §3426.1(d)) and includes, without limitation, information, including any formula, pattern, compilation, program, device, method, technique, or process that (a) derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use, and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

• Ownership of Intellectual Property. Adia Wellness’s original materials, including all Intellectual Property Trade Secrets, are provided to the Client for Client’s individual use only. Client shall not be authorized to use any of Adia Wellness’s Intellectual Property for Client’s business purposes. All Intellectual Property, including Adia Wellness’s course materials, shall remain the sole property of Adia Wellness. No license to sell or distribute Adia Wellness’s materials is granted or implied. Transfer and distribution of Adia Wellness’s Intellectual Property is prohibited.

• No Distribution of Intellectual Property. Client agrees not to reproduce, duplicate, copy, share, sell, distribute, trade or otherwise disseminate or exploit for any purposes any portion of the Services, Adia Wellness’s Intellectual Property, or any other goods or services provided in connection therewith (including course materials), including but not limited to permitting any third-party access to the Services or any other goods and services provided in connection therewith (including course materials).

• Return of Client Property. Upon the expiration or termination of this Agreement, Adia Wellness will return to the Client any property, documentation, records, or information which is the property of the Client.

Confidentiality

• “Confidential Information” means all information, in whatever form, relating to the Services or any information of the Client that: (1) is treated as confidential by the Client; and (2) has been or is disclosed to Adia Wellness or is otherwise learned, observed or perceived by Adia Wellness, at any time during Adia Wellness’s relationship with the Client. Confidential Information includes information pertaining to the Services, the Client’s wellness plans and strategies, Client’s medical information, information received from third parties that the Client is obligated to keep confidential, whether or not reduced to writing or other tangible medium of expression.

• Use of Confidential Information. Adia Wellness covenants and agrees that Adia Wellness will not, at any time following the Effective Date, disclose, directly or indirectly, or make available to any person or entity, or in any manner use for Adia Wellness’s own benefit, any Confidential Information. Adia Wellness undertakes not to use the Confidential Information for any purpose, without first obtaining the written consent of the Client. Adia Wellness will only use such Confidential Information solely in connection with the purpose for which it was disclosed, and will not disclose, distribute, or disseminate such information in any way, or to anyone, except as provided in this Agreement.

• Exceptions to Non-disclosure Obligation. This Agreement shall not apply to information that: (a) is obtained from a third party whom Adia Wellness does not have any reason to believe is bound by a duty of confidentiality; (b) relates to information that is or becomes generally known to the public not as a result of a breach of confidentiality; or (c) is required to be disclosed by law or judicial process (however Adia Wellness shall promptly provide prior written notice of such required disclosure to the Client in order to afford the Client the opportunity to seek an appropriate protective order preventing such disclosure).

Term and Cancellation

Term

Behavioral changes often take time to implement and sustain. The pace of change is different for each individual. Thus, the term of this Agreement (the “Term”) will begin on the date Client first registered for any of Adia Wellness’s Services and will remain in full force and effect until terminated by either party as provided in this Agreement.

Cancelation

Either party may terminate this Agreement immediately, with or without cause, upon written notice. Upon termination of this Agreement, the Client will pay any outstanding compensation owed to Adia Wellness as of the termination date. Client may provide notice of cancelation by emailing Adia Wellness at https://www.adiawellness.com/contact-1.

General Provisions

Right of Substitution

Except as otherwise provided in this Agreement, Adia Wellness may, at Adia Wellness’s absolute discretion, engage a third-party subcontractor to perform some or all of the obligations of the coach under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services. In the event that Adia Wellness hires a subcontractor, Adia Wellness will pay the subcontractor for its services and the compensation due to Adia Wellness hereunder will remain payable by the Client to Adia Wellness.

Equipment

Except as otherwise provided in this Agreement, the Client will provide at the Client's own expense, any and all tools, equipment, supplies, workwear and any other items or parts necessary to complete or participate in the Services.

No Exclusivity

The parties acknowledge that this Agreement is non-exclusive and that either party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

Notices

Notice may be made by a written email. Notices by email are deemed to have been received as of the time and date stamp on the delivery receipt to sender. Each party giving notice shall address the notice to the email address as the parties may provide from time to time. Notices may be given to Adia Wellness at https://www.adiawellness.com/contact-1.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Rhode Island without regard to its conflict of laws rules.

No Waiver of Rights

A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

Severability

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall remain in full force, as long as the essential terms and conditions of this Agreement for each Party remain valid, binding, and enforceable.

Entire Agreement

This Agreement constitutes the entire agreement between the parties, and supersedes all prior agreements, representations and understandings of the parties, written or oral.

Privacy

We respect the privacy of the users of our website. Please take a moment to review our [Insert link to your privacy policy once it’s posted].