VALERIE BIRCH COACHING

TERMS OF SERVICE AGREEMENT

The following TERMS OF SERVICE AGREEMENT (this “Agreement”) constitutes a legally binding agreement between you (the “Client”) and AMAZING LITTLE SLEEPER, LLC, a Nebraska limited liability company doing business as VALERIE BIRCH COACHING (“VBC”) and governs Client’s use of the Services (as defined below. By completing the booking via VBC’s website and/or accepting the Services by VBC, Client is unconditionally consenting to be bound by the terms of this Agreement.

1. Description of Services:  Subject to the terms and conditions set forth herein, VBC agrees to furnish to Client the services selected by Client on VBC’s website (the “Services”).

2. Fees. As a condition to VBC’s performance of the Services, Client shall pay VBC the non-refundable fees for the Services through VBC’s website (the “Fees”).  VBC reserves the right to withhold performance of Services in the event of Client’s failure to deliver the Fees as required herein.   

3. Termination: This Agreement may be terminated by VBC upon three (3) days’ advance written notice to Client. Upon VBC’s termination of this Agreement, VBC will refund any Fees paid by Client for Services not performed by VBC.  Any termination of this Agreement shall not affect any provisions that survive the termination hereof, including, without limitation: (a) VBC’s reservation of intellectual property rights in Section 4 of this Agreement; and (b) VBC’s right to receive payment of Fees earned through the date of termination.

4. Confidential Information; Reservation of Intellectual Property Rights: In connection with VBC’s performance of the Services, Client may be allowed access to certain confidential or otherwise proprietary information of VBC (“Confidential Information”).  Client agrees that it will use reasonable efforts to maintain the secrecy of any Confidential Information disclosed to Client pursuant to this Agreement.  The term “Confidential Information” shall not include any information that is: (i) already known to or otherwise in the possession of Client at the time of disclosure by VBC; (ii) publicly available or otherwise in the public domain; or (iii) rightfully obtained by the Client from any third party without restriction and without breach of this Agreement by Client. As between the parties, VBC has and shall retain sole and exclusive right, title, and interest in and to all of its Confidential Information and other intellectual property which includes, but is not limited to VBC’s techniques, processes, routines, programs, designs, ideas, and know-how used by VBC in performance of the Services. Notwithstanding the foregoing, Client shall be entitled to use such Confidential Information and intellectual property in connection with the Services rendered by VBC hereunder solely for Client’s personal use.  Client has no right to use such Confidential Information or intellectual property for Client’s own direct or indirect financial gain.

5. Disclaimers: Client acknowledges that the Services provided by VBC are not professional medical advice. In the event Client has questions or concern regarding medical conditions, Client is advised to consult a licensed health care provider.  VBC uses reasonable efforts to include current and accurate information in the performance of Services, but makes no representations, warranties, guaranties, or promises as to the accuracy, currency, or completeness of information provided to Client or with respect to the outcomes or results of its performance of the Services. Client acknowledges and agrees that the Services are being provided as-is without warranty of any kind, express or implied.  Client further acknowledges that best results require implementing the practices, methods, and directives recommended by VBC in performance of the Services, and that Client’s failure to implement these practices, methods and directives will have an impact on the outcome of the Services.

6. Limitation of Liability: In no event will VBC be liable for any indirect, incidental, special or consequential damages, or damages for loss of profits, revenue, data or use, incurred by Client, whether in an action in contract or tort, even if advised of the possibility of such damages. VBC’s aggregate cumulative liability for damages for Services performed will in no event exceed the amount of Fees received by VBC under this Agreement. The provisions of this Section shall survive termination or expiration of this Agreement.

7. Entire Agreement: This Agreement constitutes the entire agreement of the parties with respect to the subject hereof.  This Agreement supersedes all prior negotiations and agreements, oral or written, between VBC and Client with respect to the subject matter hereof and cannot be amended, supplemented or modified except by an agreement in writing signed by the parties.

8. Non-Waiver: Failure of either party to exercise any of its remedies as set forth in this Agreement or at law or in equity in the event of any default by the other party shall not constitute a waiver of the right of the non-defaulting party to exercise the same in the event of a subsequent default by the defaulting party.

9. Governing Laws; Attorney Fees: The terms of this Agreement shall be governed by and construed under the laws of the State of Nebraska. The prevailing party in any action brought under this Agreement shall be entitled to recover from the other party reasonable attorney's fees, costs and necessary disbursements.