Terms & Conditions
Description of Service Auxly Help, LLC (henceforth named “Business”), will provide leadership coaching duties by way of the Self Care Recovery Program as shown in Exhibit A (“Scope of Work”) for Paying Client (henceforth named “Client”). Timeline: Expected Timeframes: 3 months from date of payment. Refund/Cancellation. The Client acknowledges that the Business does not issue refunds. The Business will accept cancellations at any time in accordance with the termination provision of this Agreement. Term. This Agreement shall be effective as of the date listed above and shall continue until terminated in accordance with the termination provision of this Agreement. Compensation. Auxly Help’s sole compensation shall be commissioned in USD, which is computed as listed in Exhibit C. Expenses. Auxly Help shall not be liable to Client for expenses paid or incurred by Client except for those fees that the Parties agree to in writing. Termination. This Agreement may be terminated, postponed, or delayed, in whole or in part, by Auxly Help immediately upon written notice to Client. This Agreement may be terminated, postponed, or delayed, in whole or in part, by the Client upon 30 days’ written notice to Auxly Help. Upon termination, any outstanding commissions will be paid to Auxly Help within 7 days. Force Majeure. The Business shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lockouts or other serious labor disputes, riots, earthquakes, floods, explosions, or other acts of nature. Limitation of Liability. The Client acknowledges and agrees that the Business will not be liable for any losses or damages, whether indirect, incidental, special, or consequential, in profits, goods or services, irrespective of whether or not the Client has been advised or otherwise might have anticipated the possibility of such loss or damage. Confidentiality. Client agrees to hold in strict confidence and not to disclose to others or use for any purpose (other than the performance of this Agreement and Services), either before or after termination of the Agreement, any confidential or proprietary information of Auxly Help, including, without limitation, any confidential or proprietary information that is transferred pursuant to this Agreement. Confidential and proprietary information includes, without limitation, any technical or business information, product formulas or specifications, login credentials, manufacturing techniques, process, experimental work, program, software, marketing or distribution plans, strategies or arrangements, or trade secrets relating to the products, systems, equipment, services, sales, research, or business of Auxly Help. Confidential information is not limited to a specific medium and can be oral, written, electronic, or physical in format. (“Confidential Information”). Client shall not disclose Confidential Information to any third party in any form without Auxly Help’s prior written consent. Client shall not disclose Confidential Information to any personnel or agents without the need to know such information. Except as otherwise provided below, information shall not be considered confidential hereunder nor subject to the provisions of this section if it can be demonstrated: (i) to have been rightfully in Client’s possession prior to the date of the disclosure of such information to Client, if such prior possession was not otherwise subject to a restriction on disclosure; (ii) to have been in the public domain prior to the date of the disclosure of such information to Client; (iii) to have become part of the public domain by publication or by any other means except an unauthorized act or omission on the part of Client, or (iv) to have been supplied to Client without restriction by a third party who is under no obligation to maintain such information in confidence. Confidential Information shall not be deemed to be generally available to the public or in Client’s possession merely because it may be embraced by a more general disclosure, or merely because it may be derived from combinations of disclosures generally available to the public or in Client’s possession. Upon Auxly Help’s request, Client shall return to Auxly Help any and all written or physical embodiments (including copies) of Confidential Information disclosed to Client by Auxly Help which is then in Client’s possession, custody, or control. The confidentiality obligations set forth in this Agreement shall survive 10 years after termination or expiration of the Agreement. Intellectual Property – Auxly Help Materials. All original materials provided by Auxly Help to Client are owned by Auxly Help and are subject to the following rights: Access to all training materials, such as the program to set-up ClickUp, is for Client’s personal use only and may not be shared with any third parties for any reason. Auxly Help may provide certain materials to Client which may be shared with Client’s clients or prospective clients. During the Term of the Agreement, Client is granted a limited, non-exclusive, revocable license to reproduce and distribute such materials to Client’s clients or prospective clients. All rights not expressly stated herein are reserved by Auxly Help. Disclaimer. The Client acknowledges and agrees that the Business will not be responsible for services outside the scope of services defined above. Any additional services requested will be agreed upon by the Parties and amended in Exhibit B (the “Additional Services”). The Business understands that Auxly Help does not provide online business management services. The Business further understands that Auxly Help provides virtual assistant services in a limited capacity, for an additional charge, determined at Auxly Help’s discretion. Relationship of the Parties. It is understood by the Parties that the relationship established by this Agreement is one of an independent contractor and not an employment relationship, joint venture, partnership, or otherwise. No Guarantee. The client acknowledges and agrees that the Business cannot guarantee the results or effectiveness of any of the services rendered or to be rendered. Rather, services shall be executed in a professional manner and in accordance with good industry practice. Best efforts will be used but no results are promised. Indemnification. Auxly Help agrees to defend, indemnify, and hold Client, its affiliated companies and its respective employees, officers, directors, trustees, and agents harmless from and against any and all losses, claims, suits, actions, liabilities, obligations, costs, and expenses (including reasonable attorneys’ fees and costs) which they suffer as a result of (i) the negligence or intentional misconduct of Auxly Help or (ii) Auxly Help’s breach of any provision of this Agreement (including any representation or warranty). Client shall indemnify, defend, and hold Auxly Help harmless from and against any loss, liability, damage, or expense, including reasonable attorney's fees, incurred or suffered by or threatened against Auxly Help in connection with or as a result of any claim brought by or on behalf of any third party person or entity as a result of or in connection with Auxly Help’s appearance or association with Client, unless such claim arises from Auxly Help’s acts or omissions or arises from or is related to breach of any obligation and/or warranty made by Auxly Help hereunder. Choice of Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Wisconsin without regard to its conflict of laws doctrine, and applicable federal laws of the United States of America. Assignment. This Agreement shall not be transferred or assigned, in whole or in part, by either Party to any third party without the express written consent of the other Party. Notice. Except as otherwise provided herein, all notices that either party is required or may desire to give to the other party shall be in writing to the address in the signature block. Electronic mail is permissible but will only be considered sufficient notice if the non-sending party affirmatively confirms receipt. Miscellaneous. If any of the provisions of this Agreement is or becomes illegal, unenforceable, or invalid (in whole or in part for any reason), the remainder of this Agreement shall remain in full force and effect without being impaired or invalidated in any way. Any rights or obligations contained herein that by their nature should survive termination of the Agreement shall survive, including, but not limited to representations, warranties, intellectual property rights, indemnity obligations, and confidentiality obligations. Any failure of either party to enforce any provision of this Agreement, or any right or remedy provided for therein, shall not be construed as a waiver, estoppel with respect to, or limitation of that party’s right to subsequently enforce and compel strict compliance or assertion of a remedy. Each party has participated in negotiating and drafting this Agreement, such that if any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if the parties had drafted it jointly, as opposed to being construed against a party by reason of the rule of construction that a document is to be strictly construed against the party on whose behalf of the document was prepared. The Agreement may be executed in several counterparts, all of which taken together will constitute one single agreement between the Parties. The parties expressly agree that with respect to this Agreement, a facsimile or electronic signature or executed document which has been formatted as a Portable Document Format (PDF) and electronically exchanged shall be binding upon the parties. This Agreement, along with all attachments, represents a single agreement, as well as the entire agreement with respect to the subject matter. This Agreement supersedes any prior agreement between the parties, whether written or oral, with respect to the subject matter. Auxly Help reserves the right to modify the terms of this Agreement with written notice to the Team Member. Team Member may not make any modifications to this Agreement without written authorization from Auxly Help. EXHIBIT A Scope of Work Auxly Help will serve as a Leadership Coach to Client. This includes a 6 hour VIP day in a group setting as applicable and 3 months of coaching with 30 minute weekly meetings in a group setting as applicable. EXHIBIT B Additional Services Additional services agreed upon by both parties will be listed here as applicable. EXHIBIT C Compensation Payment Structure The parties agree that Client will pay Auxly Help $4,500.00 Timing of Payments Client will pay Auxly Help in 1 lump sum or in 3 monthly installments. The first payment will be pay immediately via Stripe. The remaining 2 payments will be made monthly on the same date of the initial payment. EXHIBIT D Tax Information Contractor Documents The Parties agree that Client will provide Auxly Help with a 1099-NEC (as applicable) prior to January 31st, 2024.