Service Agreement

SERVICE AGREEMENT

This SERVICE AGREEMENT (the “Agreement”) found at hesedheart.com/service-agreement describes the terms and conditions for participation in the Hesed Heart services between Hesed Heart, LLC at hesedheart.com including any sub domains (herein the “Company”, “we”, “us”, or “our”) and you, the Client (herein the “Client”, “you”, or “your”). This agreement can be found and accessed at hesedheart.com/service-agreement. 

Throughout the course of this Agreement, the Company and the Client may each be referred to as a (“Party” or collectively as the “Parties”). 

WHEREAS, the Company provides and allows access to the content and services reserved for its Clients, including but not limited to classes, subscriptions, workshops, courses, or memberships more fully described here: https://hesedheart.com (the “Service(s)”). 

WHEREAS, the Client gains access to the Company’s Service and agrees to be bound by the terms and conditions listed herein including the Company’s website Terms and Conditions (hesedheart.com/terms), Disclaimer (hesedheart.com/disclaimer),and Privacy Policy (hesedheart.com/privacy-policy), all those terms are incorporated herein by reference. 

NOW THEREFORE, in consideration of the promises and covenants contained herein and intending to be legally bound hereby, the parties hereto agree as follows:

CLIENT RELATIONSHIP

By purchasing and/or enrolling in our free or paid services, you become a Client and agree that your use of our content and materials provided will follow this Agreement. You are bound by the terms of this Agreement including any amendments thereto. You agree that you are a “Client” as defined herein and have gained access to the use of our content and materials available with the service you purchase. You agree to receive communications from the Company.

All content and materials provided as part of your purchased service shall be the sole property of the Company. You are only granted a limited use license as defined in this Agreement. 

By signing up for this service you accept and agree to be bound by our Disclaimer along with our Terms and Conditions and Privacy Policy. Your continued use of our service(s) constitutes your acceptance of future changes and updates to this Agreement, our Disclaimer, our Terms and Conditions, and our Privacy Policy.

HEALTH DISCLAIMER 

The Company and it’s teacher(s) are not providing medical, health care, or coaching services to diagnose, treat, prevent or cure any kind of physical ailment, mental or medical condition. Although we strive to provide accurate general information, the information presented here is not a substitute for any kind of professional advice, and the Client should not rely solely on this information. For health related questions, please seek the advice of a licensed physician or any other qualified healthcare provider.

ASSUMPTION OF RISK AND LIMITATION OF LIABILITY

You agree that by participating in our Service(s), you assume all financial, physical, and business risks involving tangible and intangible harm including but not limited to harm to you, your facilities, and students. These risks may result not only from your own actions but also from the actions of others. You agree to assume such risks and continue participating in our Service(s) at your own will and volition without holding us liable for any damages. 

You agree that under no circumstances, we and/or our officers, employees, successors, teachers, joint venture partners or anyone else working with us shall be liable for any direct, indirect, incidental, consequential, equitable, special, punitive, exemplary or any other damages resulting from your use of our Service(s) including but not limited to all the content, information, and services. 

You expressly agree that your use of our Service(s) is at your sole risk and that you are solely responsible for the accuracy of any information you provide, all outcomes and results, all communication with students, families, parents, and guardians, and for all other use in connection with the Service(s). 

You also expressly agree that we and/or our officers, employees, successors, teachers, joint venture partners or anyone else working with us shall not be liable to you or any students, families, parents, or guardians for any damages resulting from 1) any errors or omissions in our Service(s), delay or denial of any services, failure of performance of any kind; 2) any loss of income, material goods,or any goodwill related to your Service(s); 3) any physical harm or injury. 

This limitation of liability shall apply whether such liability arises from negligence, breach of contract, tort or any other legal theory of liability. You agree that we provide no express or implied guarantees to you for the content presented here, and you accept that no particular results are being promised to you here. 

CONFIDENTIAL INFORMATION AND REPORTING

Both parties agree to keep all confidential information obtained about each other strictly confidential. Confidential information is any non-public information that is related to the class content, finances, know-how, or protected student and family information. When working with minors, if signs of abuse are present the Company will report this information to the proper authorities acting as a mandatory reporter.

SERVICE FEE 

Unless you have signed up for a free service, program, a non-refundable fee in the agreed upon amount of the service is required to gain access to the purchased service. 

The current service fees may include, but are not limited to: $9 per 40-minute kids yoga class (at least 5 students, recurring every 1 week), $30 per 30-minute private class, $5 per 30-minute yoga class, $200 or $240 for the 6 month Faith-fully Well Membership

For recurring services, thereafter, each month or week (dependent on the service selected), Client will be charged a recurring fee in the same amount until terminated by either party under the terms of this Agreement (the “Service Fee”). 

If, for any reason, the Company must cancel a pre-paid Service, you will either be able to reschedule the cancelled Service(s) or receive a refund in the amount of the Service(s) cancelled. There will be no refunds for Services or Classes already taught. 

If you have signed up for a one-time class and can no longer make it, please email support@hesedheart.com 24 hours in advance; refunds are never promised, but some exceptions may be made at the company’s discretion. If you have signed up for a class using a pre-paid package, you can cancel your ticket at least one hour in advance for a full credit refund. 

From time to time, we may increase the price of our Services. We will give you a one-month advance notice of such increase, so you can decide whether to continue your Service or not. Should you continue to stay as a Client after the price increase then you will be charged the new price accordingly. 

NO REFUNDS OR WARRANTIES

All sales are final. No refunds will be issued for your initial or recurring Service fee. We truly believe in giving more than receiving and each of our products and services is designed by keeping this core principle in mind. The prices are intentionally kept reasonably low in price as compared to market value to give you the tools and information you need at an affordable price. You can cancel at any time, but charges will not be prorated. Once a month’s charge has been processed, it will not be refunded, but you can cancel at any time for the following month (i.e. you must cancel before a new month starts to avoid that month’s charge).

ALL CONTENT, INFORMATION, PRODUCTS AND/OR SERVICES ON OUR WEBSITE AND SERVICES ARE “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE, EXPRESS OR IMPLIED TO THE FULL EXTENT PERMISSIBLE BY LAW. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONTENT, INFORMATION, MATERIALS, PRODUCTS AND/OR SERVICES PROVIDED. COMPANY MAKES NO WARRANTIES THAT THE SERVICES WILL PERFORM OR OPERATE TO MEET YOUR REQUIREMENTS OR THAT THE INFORMATION PRESENTED WILL BE COMPLETE, CURRENT OR ERROR-FREE. COMPANY DISCLAIMS ALL WARRANTIES, IMPLIED AND EXPRESS FOR ANY PURPOSE TO THE FULL EXTENT PERMITTED BY LAW.

LATE PAYMENT POLICY

If your Service Fee is not paid when due and if payment fails to go through after one attempt then your access to the Service will be immediately revoked. You will be free to sign up again with a valid payment method.

You are not permitted to use any of the content and materials in our Services until full payment is tendered by you as per the terms of this Agreement.

In the event that a PayPal or any other legal dispute is filed against the Company, or a payment is overdue, Company reserves the right to revoke all Clients’s rights to use and access the Service and all such content shall remain Company’s intellectual property until the dispute is resolved. 

Company reserves the right to use any and all means of collection available under applicable law to collect any amount past due. Company may refer collection of the unpaid amount to an attorney or collections agency. If Clients’s unpaid invoices are referred to an attorney or collections agency then Client shall pay all reasonable attorney’s fees or collections agency fees.

RELATIONSHIP OF THE PARTIES

Nothing contained herein shall be construed to constitute the parties hereto as partners or joint venturers, or either as an agent of the other.  It is being understood by both parties that this is an Agreement to use Company’s content and materials by the Client as part of its purchased Service.  The Client shall not be considered as having an employee status and shall not be entitled to participate in any employee plans, arrangements or distributions by the Company, provide any services under the Company’s name, or enter into an agreement on behalf of the company.

All of the Clients’s activities under the Agreement will be at its own risk, and it shall have sole responsibility for arrangements to guard against physical, financial, business, and other risks, as appropriate.

SEVERABILITY, GOVERNING LAW, MEDIATION AND ARBITRATION

The provisions of this Agreement are severable, and the invalidity of any provision shall not affect the validity of any other provision. Any invalid or unenforceable provision shall not be deleted but shall be reformed and construed in a manner to enable it to be enforced to the extent compatible with applicable law. 

The Parties agree that this Agreement shall be construed under and governed by (both as to validity and performance) and enforced in accordance with the internal laws of the State/Province of Michigan. United States applicable to agreements made and to be performed wholly within such jurisdiction, without regard to the principles of conflicts of law or where the parties are located at the time a dispute arises. 

Any dispute between the Parties under this Agreement shall be first submitted to

mediation and then if still unresolved to binding arbitration. Said mediation or binding arbitration shall comply with and be governed by the provisions of the laws of the State of Michigan unless the Parties stipulate otherwise.

REPRESENTATIONS, WARRANTIES, AND WAIVER

Both Parties represent and warrant that each Party has full power, authority and right to execute, deliver and perform under the terms of this Agreement. No other consents are necessary to enter or perform this Agreement including but not limited to student, parent, or guardian consent. Once this Agreement has been agreed to, the Client gives the Company and/or our officers, employees, successors, teachers, joint venture partners or anyone else working with us the ability to assume and assert their continued agreement and compliance to this Agreement until written notice of termination is received. 

Neither Party will be deemed to have waived any of its rights, power or remedies

hereunder except in writing signed by the Party. Waiver by either Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.

INDEMNIFICATION

You agree to indemnify and hold the Company and/or its officers, employees,

successors, teachers, joint venture partners or anyone else working with us harmless from all losses, claims, damages, demands, actions, suits, proceedings or judgments, including costs, expenses and reasonable attorneys’ fees (“Liabilities”) assessed against or otherwise incurred by you arising, in whole or in part, from: (a) actions or omissions, whether done negligently or otherwise, by you, your agents, directors, officers, employees, parents, guardians, students, or representatives; (b) all your actions and use of our services; (c) violation of any laws, rules, regulations, ordinances, or any terms and conditions of this Agreement by you; d) infringement by you of any intellectual property or other rights of anyone. The company will notify you promptly of any such claims or liability and reserves the right to defend such claim, liability or damage at your expense. You shall fully cooperate and provide assistance to us if requested, without any cost, to defend any such claims.

AGREEMENT, MODIFICATIONS, AND NOTICES

This Agreement constitutes the entire agreement between the parties hereto with regard to the subject matter hereof, superseding all prior understandings and agreements between such parties, whether written or oral, with respect to such subject matter.

Company may modify the terms of this Agreement at any time in its sole discretion with a one-month written notice. Such changes will take effect as stated and it’s your responsibility to keep yourself updated with those changes, which will be available on the website: hesedheart.com/service-agreement. Client can contact the company at this email address: support@hesedheart.com

OWNERSHIP OF INTELLECTUAL PROPERTY 

All content in your Service including but not limited to text, posts, logos, marks, graphics, files, materials, services, products, videos, audio, applications, computer code, designs, downloads and all other information here (collectively, the “Content”) is owned by us and is protected by copyright, trademark and other intellectual property and unfair competition laws with the exception of any content from others that we are lawfully permitted to use.  You are granted a limited revocable license to print or download Content from the Service for your own personal, non-commercial, non-transferrable, informational and educational use only while ensuring it’s not in violation of any copyright, trademark, and intellectual property or proprietary rights.

You agree not to copy, duplicate, steal, modify, publish, display, distribute, reproduce, store, transmit, post, create derivative works, reverse engineer, sell, rent or license any part of the Content in any way to anyone, without our prior written consent.  You agree to abide by the copyright, trademark laws and intellectual property rights and shall be solely responsible for any violations of these terms and conditions. 

GRANT OF LICENSE

As a paid Client, you are given the non-exclusive revocable license to use our Content available in your purchased Service exclusively for your personal individual use and for no other purpose. This Content is available for your own personal and individual education and development. This is simply a grant of license, not a transfer of title. You agree NOT to share your login credentials, if any, for your purchased Service with any other person or party. 

You agree not to infringe upon our rights or attack the validity of this license given to you. 

The content, organization, gathering, compilation, magnetic translation, digital conversion and other matters related to our Services are protected under applicable copyrights, trademarks and proprietary (including but not limited to intellectual property) rights, and the copying, redistribution, selling by you of any of our products or any content on our website or in our Services is strictly prohibited.

You grant us and/or our officers, teachers, employees, successors, shareholders, joint venture partners or anyone else working with us a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to identify you, publish, post, reformat, copy, distribute, display, edit, reproduce any Content provided by you on our website, Services, and on any of our social media sites for any purpose. You shall be solely liable for any damages resulting from any infringement of copyrights, trademark or other proprietary rights of any Content or information that you provide to us.

PROHIBITED CONTENT

For any Content or information that you upload, display, post, transmit, send, email or submit to us via the Service or through our social media sites, you warrant that you are the owner of that Content or have express permission from the owner of those intellectual property rights to use and distribute that Content to us. 

You agree not to upload, display, post, transmit, distribute, send, email or submit to us in the Service, our website or on our social media sites any information or Content that is- 

(a) illegal, violates or infringes upon the rights of others, 

(b) defamatory, abusive, profane, hateful, vulgar, obscene, libelous, pornographic, threatening or disparaging

(c) encourages or advocates conduct that would constitute a criminal offense, giving rise to civil liability or otherwise violate any law,

(d) distribute material including but not limited to spyware, computer virus, any kind of malicious computer software or any other harmful information that is actionable by law, 

(e) any attempts to gain unauthorized access to any portion or feature of the website, and 

(f) send unsolicited or unauthorized material or cause disruption in the operation of the Service. You agree to use the Service for lawful purposes only and shall be liable for damages resulting from the violation of any provision under this Agreement. 

MEDIA RELEASE

You grant the Company and its affiliates, agents, employees, officers, successors, shareholders, teachers, joint venture partners or anyone else working with the Company a non-exclusive, worldwide, royalty-free, perpetual irrevocable right and license to reproduce, edit, reformat, publish, broadcast, distribute, sell, live-stream, post your images, name, videos, recordings, statements, testimonials (the “Work”) in all forms and media in relation with Company’s advertising, publicity, promotional and marketing activities including, but not limited to, those directed to the public and existing and prospective customers on this and other social media channels, websites, newsletters, emails, commercial products, education, course materials, video footage, sales marketing or any other business purpose. We may display your geographic location when using the Work. This only applies to clients over the age of 18. A separate media release form signed by a parent or guardian will be required for clients or students under 18. 

You waive the right to inspect, approve or restrict the use of the Work as described herein and agree that such conveyance to us will be without compensation to you. 

You are granting us a non-exclusive license to use the Work, which means you are free to continue using the Work for your own purposes without any restrictions. We will maintain your privacy and personal information in accordance with Company’s Privacy Policy. 

You agree that your Work does not infringe the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party, and does not contain any offensive, unlawful or obscene material.

TERMINATION

Client may terminate this Agreement by giving the Company 7 days prior written notice of such termination or cancelling your recurring payments. Once a charge has been processed, it will not be refunded. Please plan accordingly when cancelling your recurring payments.

Company may terminate this Agreement immediately at any time for any reason in its sole discretion including but not limited to Client’s failure to make timely payment or breach of this Agreement. 

Upon such termination, all rights and duties of the Parties toward each other shall cease except:

  1. Client will pay, within 15 days after the effective date of termination, all amounts owing to Company prior to the termination date; 
  2. Client shall immediately cease all use of the Content provided in the Services and

(3) Relationship of Parties, Confidential Information and Ownership of Intellectual Property Sections will survive termination of this Agreement.

ERRORS AND OMISSIONS

We do not guarantee that the Content appearing in your Service is free from errors or omissions or accurate at all times. This Content may include technical, typographical or photographic errors. You agree and understand that the Content may not be current or complete and we reserve the right to update it at any time without notice. It is your responsibility to check the Services for any updates.

AFFILIATE / THIRD-PARTY LINKS DISCLOSURE AND DISCLAIMER

We may partner with other businesses or become part of different affiliate marketing programs whose products or services may be promoted or advertised in the Services in exchange for commissions and/or financial rewards when you click and/or purchase those products or services through our affiliate links. We will receive a commission if you make a purchase through our affiliate link at no extra cost to you. 

We may also recommend other products, services, coaches and consultants but no such reference is intended to be an endorsement or statement that such information provided is accurate. We recommend these based on our personal experiences but it is still your responsibility to conduct your own due diligence to ensure you have obtained complete accurate information about such product, services, coaches and consultants. 

We do not guarantee that these third-party products or services will work for you. Please conduct your own due diligence and research. As part of your Service, you may receive special perks such as free access to plugins or other products we are an affiliate for but you are still responsible for renewing your licenses to continue using those products. You agree to ensure continued uninterrupted access to those third-party products or services by purchasing your own license as needed. 

These third-party websites have their own terms and conditions and you are responsible for ensuring your compliance with them. You agree to take full responsibility for your decisions and financial losses. You also agree that any recourse for dissatisfaction or issues related to those third-party products or services will be sought directly from them and not us.

ENTIRE AGREEMENT 

This Agreement constitutes the entire agreement between the parties hereto with regard to the subject matter hereof, superseding all prior understandings and agreements between such parties, whether written or oral, with respect to such subject matter.  

SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the Parties. The rights and obligations of the Company hereunder will be binding upon and run in favor of the successors and assigns of the Company.

CAPTIONS

Captions have been inserted solely for the convenience of reference and in no way define, limit or describe the scope or substance of any provisions of this Agreement.

FORCE MAJEURE

Neither Party will be deemed in default of its obligations to the extent that the performance of any such obligation is prevented or delayed by war, insurrection, fire, flood, riot, acts of terrorism, strikes, acts of God, telecommunications failures or errors, systematic internet failure, including but not limited to interruptions by service providers, or any similar event or circumstance not caused, in whole or part, by such Party, and which is beyond the reasonable control of such Party.

ELECTRONIC SIGNATURES

This Agreement is an electronic contract with full force and effect of a handwritten signature. By participating in our Services, you fully accept our terms and conditions set forth in this Agreement and proclaim that you are 18 year of age or older. If signing on behalf of a child or minor, you assert that you are that child’s legal parent or guardian.