This Service Agreement is entered into and effective as of the date of purchase by and between “Client” and Jamar Diggs, doing business as J Diggs Media, LLC (“Company”), having an address of 111 E. 18th St. #302 Norfolk, VA 23517.
In consideration of Client retaining Company to perform the services below it is agreed as follows:
1. Scope of Services
(a) This Agreement includes one of the following services:
One (1) Sixty (60) minute Strategy Session
Three (3) Sixty (60) minute Strategy Sessions
Five (5) Sixty (60) minute Strategy Sessions
The Services outlined above are to be referred to as the “Services.”
(b) Any additional services provided by Company to client may require additional fees to be discussed and agreed upon by the parties. Additional services may require signing of a separate agreement.
(c) Location. The services will be rendered in person virtually
(d) Client will be responsible for Client’s own travel expenses/arrangements/accommodations if Client is to travel to Company’s location.
2. Client Duties
(a) Compensation. In consideration for the Services provided by Company to Client as set forth in Section 1 above, Client agrees to pay the current fee of $250 for one session, $700 for 3 sessions, or $1150 for 5 sessions. You understand that you will not receive an invoice reminder for the additional payment(s). In the event that any authorized charge applied by us to your card fails, you remain responsible for payment as agreed to, as well as any penalty/late fees as detailed below.
(b) Payment Security and Disputes. To the extent that Client provides Company with credit/debit card(s) information for payment on Client’s account, Company shall be authorized to charge Client’s card(s) or account(s) for any unpaid charges on the dates set forth in this Agreement.
If Client selects the multiple payment/installment plan to make payments to Company, Company shall be authorized to make all charges at the time they are due and not require separate authorization in order to do so. Client agrees to not dispute any charges at any time to Company’s account through Client’s financial institution. In the event that Client inadvertently disputes a charge made to the account, Client agrees to immediately cancel/withdraw such a dispute. Client agrees to not cancel the credit/debit card that is provided as security without Company’s prior written consent. Client is responsible for any fees, including attorney’s fees, associated with recouping payment(s) any collection fees associated with such an event.
(c) Tools to be Provided by Client. Client agrees to provide all information and documentation that may be required by Company to effectively perform said Services.
(d) Client understands that Client’s success is dependent upon Client’s level of participation in the Services. In order to get the most out of the Services, Client must also work to implement the tools and strategies learned throughout the Services and make considerable efforts toward Client’s own development on Client’s own time.
The Strategy Session will last for one (1) day per purchased session for a total of 1 hour. Client will not have ongoing access to the Services or Company under this Agreement upon completion of these Services and outside the scope of these Services as outlined in Section 1(a). Client and Company may choose to renew this Agreement for additional Services upon signing of a new agreement. In the event that the full time allotted to the Strategy Session is not used, the remaining time is forfeited.
In order to reserve the desired date for the Strategy Session, Client agrees to pay 100% of the total fee as a nonrefundable deposit at the time this Agreement is signed.
Client understands that they have 30 days from when scheduling link is sent to book the 1 strategy session package before the session is forfeited
Client understands that they have 90 days from when scheduling link is sent to book the 3 strategy session package before the sessions are forfeited
Client understands that they have 150 days from when scheduling link is sent to book the 5 strategy session package before the sessions are forfeited
5. Cancellations and Refunds
(a) Cancellation. Any requests for cancellation may be submitted in writing via e-mail to the following e-mail address: [email protected] or via booking software
Cancellation less than 24 hours prior to the session may be accepted, however, no refunds will be provided, and the deposit and any other payments made will be retained by Company. Client will have the option to reschedule as outlined below.
(b) Rescheduling. Client may request in writing, via email or booking link a rescheduled date of the Scheduled Strategy Session. If there are less than 24 hours from the time of the request to the Scheduled Strategy Session, a rescheduling fee of $75 will be assessed at the discretion of Company, due upon agreement of the rescheduled time and date.
(c) Force Majeure. Notwithstanding the above, the Company may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of Company that materially affects the Services provided in this Agreement, including:
1. A natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, or infestation); or
2. War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not); or
3. Any hazardous situation created outside the control of either party such as a pandemic or epidemic, riot, disorder, nuclear leak or explosion, or act or threat of terrorism.
In the event that Section 5(c) applies, Company will be permitted to make a reasonable effort to reschedule calls/sessions/etc. as needed in order to comply with the terms of this Agreement, however, will not be found in breach if this is not possible due to the circumstances.
(d) Refund Policy. Due to the nature of the services, no refunds can be provided. Client understands that disputing a charge through his or her financial institution is a violation of this Agreement and agrees to not do so. Please refer to Section 2(b) for our payment policy.
(e) Client’s failure to effectively participate in the Services is not grounds for a refund.
6. No Guarantees
We cannot guarantee the outcome of the Services. We make no guarantees other than that the Services described in Section 1(a) shall be provided to you in accordance with this Agreement. Client acknowledges that Company cannot guarantee any results of the Services as such outcomes are based on subjective factors (including, but not limited to, Client’s participation) that cannot be controlled by Company. Any testimonials or reviews shared by Company are not a representation of guaranteed results, only possible results. Client not achieving his or her desired results is not grounds for a refund.
(a) Client Information. Any and all Client information and data of a confidential nature, including but not limited to any and all design, creative, marketing, sales, operating, performance, know how, business and process information (“Confidential Information”), shall be treated by Company in the strictest confidence and not disclosed to third parties or used by Company for any purpose other than for providing Client with the Services specified here without Client’s express written consent, other than to comply with law. Confidential Information shall not include any information which (a) becomes available to the public through no breach of confidentiality by Company, (b) was in Company’s possession prior to receipt from the disclosure, (c) is received by Company independently from a third-party free to disclose such information, or (d) is independently developed by Company without use of the Client’s Confidential Information.
(b) Company Information. Client agrees to keep confidential any Confidential Information, as defined in Section 7(a), shared by Company in the rendering of these Services. Any Confidential Information shared by Company, its employees, or contractors is confidential, proprietary, and belongs solely and exclusively to Company. Client agrees not to disclose, reveal or make use of any Confidential Information or any transactions, during discussions, online or otherwise. Confidential Information shall not include information rightfully obtained from a third party. Client will keep Company’s Confidential Information in strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, loss, and theft.
(c) Non-Disparagement. Client shall, during and after the participation in the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third-party regarding Company, or any of Company’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law. This provision in no way restricts a Client’s ability to communicate reviews or performance assessments about Company’s goods or services.
(d) Violations of Confidentiality. Client agrees that if Client violates or displays any likelihood of violating this Section 7 the Company will be entitled to injunctive relief to prohibit any such confidentiality violations to protect against the harm of such violations.
8. Independent Contractors
(a) Independent Contractor Relationship. This Agreement shall not render Company an employee, partner, agent of, or joint venturer with the Client for any purpose. Company is and will remain an independent contractor and service provider in its relationship to the Client. Company is or remains open to conducting similar tasks or activities for entities other than the Client and holds itself out to the public to be a separate business entity. Company shall retain sole and absolute discretion in the manner and means of carrying out the activities and responsibilities under this Agreement. Company will not be required to follow or establish a regular or daily work schedule. Company will not rely solely on the equipment or offices of Client for completion of tasks and duties set forth pursuant to this Agreement. Any advice given to Company regarding services performed for the Client shall be considered a suggestion only, not an instruction. Company and Client agree to conform to any and all IRS tests necessary to establish and demonstrate the independent contractor relationship between Client and Company.
(b) Taxes & Benefits. Company will be responsible for filing its own tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Client shall not be responsible for withholding taxes with respect to Company’s compensation. Company shall have no claim against Client for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
9. Ownership of Intellectual Property
(a) IP Ownership. Client agrees that the Services contain proprietary content (“Intellectual Property”) that is owned solely by Company and/or its licensors and is protected by copyright, trademark, and any other applicable intellectual property laws. Company retains the sole right to use, reproduce, and distribute the Intellectual Property throughout the universe in any and all mediums. Company grants Client a license to use the Intellectual Property solely for Client’s own noncommercial purposes. Client agrees that it has no right to create derivatives of, share, reproduce, distribute, modify, translate, post, license, sell, loan, or otherwise exploit the Intellectual Property, whether commercially or non-commercially, and acknowledges that doing so constitutes a violation of law. For the avoidance of doubt, Client agrees not to create any derivative products, blog posts, websites, guides, worksheets, tool kits, videos, audio recordings, or the like based on Company’s Intellectual Property (including any and all content) or that in any way violates Company’s Intellectual Property, without Company’s written consent. Any registered or common law trademark, service mark, logo, or tagline used in conjunction with the Program is property of the Company. Client may not use such trademarks or service marks for any purpose except with written permission by Company.
(b) No Resale of Services Permitted: Client agrees not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Services (including learning materials/resources), use of the Services, or access to the Services. This agreement is not transferrable or assignable without the Company’s prior written consent.
(c) Client agrees to not share access to the materials with others. This includes parties that have not purchased access to the Services, or any other third-party that Company has not authorized access to.
(a) Company’s Warranties. Company represents, warrants, and covenants that Company has full authority to enter into this Agreement and all of the Services, whether performed by Company or any of its subcontractors, will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable and qualified personnel.
(b) Client’s Warranties. Client represents, warrants, and covenants that Client has full authority to enter into this Agreement and has or will obtain all of the necessary consents, rights, licenses, clearances, releases or other permissions to lawfully consummate the transactions and lawfully discharge, in all material respects, each and every of Client’s obligations or duties, whether performance is due now or during the Term.
(c) Except for the express warranties provided throughout these terms, neither party makes any other warranties, express or implied.
11. Limitation of Liability
(a) In no event shall Company have any liability to Client for any lost profits, loss of use, business interruption, costs of procurement of substitute goods or services, or for any indirect, special, incidental, multiple, exemplary, punitive, or consequential damages however caused and, whether in contract, tort or under any other theory of liability, whether or not either party has been advised of the possibility of such damage; and
(b) In no event shall Company’s liability to Client exceed the fees paid by Client under these terms, whether in contract, tort, or under any other theory of liability.
(c) The limitations in this Section 11 shall not apply to a breach of confidentiality by a party to this Agreement or the obligations under Sections 7 and 9.
(d) Client understands that the information presented in the Program is not legal, financial, therapeutic, mental health, or medical advice and Company is not a law firm. All of the information provided throughout the Program and Services including the resources delivered via phone/video conference, e-mail, in the online forum, live events including webinars and video/audio recordings educating about business, laws, health, and/or finance-related information, are resources for educational and informational purposes only and should not take the place of hiring a licensed professional. Client understands that Company does not and will not provide any form of diagnosis.
If a coach or individual acting on behalf of J Diggs Media, LLC within the Services is licensed in some professional manner (JD, MD, RN, PA, LMFT, Therapy/Mental health professionals, etc.), Client understands that these individual(s) are not acting within their capacity as a licensed professional(s).
12. Entire Agreement; Modification
This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all the parties.
No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision. No waiver shall be binding unless executed in writing by the party making the waiver.
13. Neutral Construction
This Agreement was prepared by Company. It is expressly understood and agreed that this Agreement shall not be construed against Company merely because they were prepared by Company or its counsel; rather, each provision of this Agreement shall be construed in a manner which is fair to both Parties.
14. Changed Terms
Parties may amend this Agreement by mutual Agreement and in writing, signed and agreed to by both parties.
This Agreement shall be binding on the parties to it and their respective heirs, legal representatives, successors, and assigns; provided, however, that Client may not assign any of its rights under this Agreement.
All notices, requests, demands, and other communications under this Agreement shall be in writing and properly addressed as follows:
J Diggs Media, LLC
111 E. 18th St. #302
Norfolk, VA 23517
E-mail: [email protected]
To Client at Client’s mailing and/or e-mail address provided at the time of purchase.
Any party may change its address(es) for purposes of this Section by giving the other parties written notice of the new address.
17. Governing Law; Venue; Mediation
This Agreement shall be construed in accordance with, and governed by, the laws of the State of Virginia as applied to contracts that are executed and performed entirely in Virginia. The exclusive venue for any proceeding based on or arising out of this Agreement shall be Norfolk City County, Virginia. The parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement by mediation, after a good faith effort to resolve such dispute amicably. Parties shall share in the costs. The parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration, or other dispute resolution procedures.
18. Recovery of Litigation Expenses
If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.
Wherever possible, each provision of this contract will be interpreted so that it is valid under applicable law. If any provision is held illegal or unenforceable, that provision will be reformed to the extent necessary to make the provision legal and enforceable. All remaining provisions will remain unaffected & will continue in full force and effect.