This Agreement to provide services (“Agreement”) is made between Nicole Simonin Coaching, LLC f/k/a Shape It Up, LLC (“Company”) and you (“Client”), as follows:

I. COMPANY’S SERVICES:

1. Services.  Company agrees to provide to Client certain services as expressly listed in the package selected and paid for by Client, but no other services.  By way of example, such services may include Mindset or Behavior Coaching, Health Coaching, Personal Training, or access to Content and/or the App.  Company shall provide only the services expressly listed in the package selected and paid for by Client.  Not all packages include all services and/or access to Content such as Online Workshops and the App.  The Company’s obligation to provide said services shall only last for the duration indicated for each package and on other terms and conditions as stated by the Company.
2. Content.  All of the content, videos, training materials, products, HTML/CSS, Javascript, graphics, voice and sound recordings, artwork, photos, digital product, e-book, pdf download, documents, and text and/or other materials made available on the website and/or App offered by Company and/or third parties (collectively, “Content”) are maintained for Client’s personal use and information only.  All Content shall be and remain the property of the Company and/or its third-party providers.  Company’s Content is subject to change unilaterally by Company and without further consent of or notice to Client.
3. Client’s Use of Services & Content.  All services and Content sold by Company is licensed exclusively to Client.  Client is expressly prohibited from and shall not copy, distribute, share and/or transfer the Company’s services and/or Content (and/or their associated username/passwords) to any third party or person.
4. Notices.  Client hereby expressly consents to receive electronically or by mail any notices, announcements, agreements, disclosures, reports, documents, communications concerning new products or services, or other records or correspondence from the Company.

II. CLIENT’S RESPONSIBILITIES:

1. Cooperation.  Client agrees to observe any and all rules, regulations, and warnings of the Company, and further agrees to follow the oral instructions of any instructor, trainer, agent, servant, workman and/or employee of Company.  Client is prohibited from posting or transmitting to the Company website, any other Company or any third party any and all unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane material, copyrighted material of others, or any other material that is objectionable to Company in Company’s sole discretion.  The Company has the right, but has no obligation, to remove such material and accounts containing materials that it deems, in its sole discretion, to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property.  Company retains the absolute right to terminate its services and the account, without refund, of any Client who violates this policy.
2. No  Refunds.  NO REFUNDS WILL BE MADE FOR ANY REASONS. All purchases for services and/or Content are non-refundable and non-exchangeable. In the case where a purchase error is made, please contact the Company via [email protected] immediately, and no less than 24 hours after the purchase in any event, to discuss a resolution.
3. No Pauses / No Holds.  The Company does not offer “pauses” or “holds” of services and/or Content.
4. Inherent Risk.  Client recognizes that there are inherent risks associated with exercising and the related activities described above, and Client assumes full responsibility for any and all personal injury to Client, including death, and Client releases, hold harmless and indemnifies Company and its agents, servants, workmen and/or employees together with the owners, their heirs and assigns, for injury, loss, or damage arising from Client’s use or engagement in the Company’s services or Content whether caused by Client or any other person or party.
5. DIETARY AND NUTRITION WAIVER AND INDEMNIFICATION.  Before embarking on any diet or weight loss program, Client is strongly advised to consult a physician or health care professional as to the advisability of engaging the Company to provide services and/or Content.  This is of particular concern if Client has recently been ill, or may have special dietary or medical requirements, or if Client is pregnant or breast feeding, a child, or elderly.  The information in Company’s nutrition guide is not an alternative to professional medical advice from Client’s doctor or healthcare provider. Nothing contained in this nutrition guide should be construed nor is intended to be used for medical diagnosis or treatment. Should Client have any healthcare related questions, please call or see a physician or other qualified healthcare provider promptly. If Client has or may have a medical problem, Client should contact a physician or local healthcare provider immediately.  In connection with the foregoing, Client agrees to hold harmless and indemnify Company for Client’s decision to undertake the nutrition guide and suggested meal plan.
6. PHYSICAL FITNESS AND COACHING WAIVER AND INDEMNIFICATION. It is strongly suggested that Client consult a physician before beginning any exercise program of any kind under any circumstances.  This is of particular concern if Client is overweight, has been inactive for a long period of time, has never participated in an exercise program of any kind, if Client or Client’s family have a history of high blood pressure or heart disease, if Client has ever experienced chest pain when exercising or has experienced chest pain in the past month when not engaged in physical activity, smoke, has high cholesterol, or has a bone or joint problem that could be made worse by a change in physical activity.  By signing below, Client affirms that Client is in good physical condition and does not suffer from any disability which would prevent or limit my participation in this exercise program.  The Company will not be held liable for Client’s decision to undertake fitness and coaching programs. Client should not rely on the information in Company’s services and Content as an alternative to professional medical advice from a doctor or healthcare provider.  Do not start this fitness program if a physician or health care provider advises against it.  If Client experiences faintness, dizziness, pain or shortness of breath at any time while exercising, Client should stop immediately. The use of any services or Content provided by Company is solely at Client’s own risk.  In the event of a medical or health emergency, call a health care professional or 911 immediately.  In connection with the foregoing, Client agrees to hold harmless and indemnify Company for Client’s decision to undertake the fitness and coaching programs of the Company.

III. ADDITIONAL TERMS:

1. Entire Agreement.  This Agreement is the entire and only agreement between Company and Client.  This Agreement replaces and cancels any previous agreements between Company and Client.  This Agreement can only be changed by further agreement in writing endorsed by both Company and the Client.  No oral requests for changes to this Agreement will made.  Client warrants that Client is at least 18 years old, or has Client’s parents’ or legal guardians’ appropriate written permission to accept the terms and conditions of this Agreement which shall apply to all orders placed or to be placed with Company for the services and Content.
2. No Assignment. This Agreement shall not be assigned by Client.  This means Client may not transfer the rights under this Agreement to anyone else.
3. Privacy Policy.  Company’s privacy policy may be found at https://www.nicolesimonin.com. Company’s privacy policy is subject to change unilaterally by Company and without further consent or notice of Client.
4. Ownership & Copyright.  All services, Content, digital products, e-books, pdf downloads, resource material, videos and online content shall remain at all time solely owned by the Company and are subject to copyright protection. Client shall not copy, distribute, share and/or transfer Content (and/or their associated username/passwords) to any third party or person.  Modification of the Content or use of the Content for any other purpose is a violation of the copyright and other proprietary rights of the Company, as well as other authors who created the materials, and may be subject to monetary damages and penalties.  Client may not distribute, modify, transmit or use the content of the Site or any Content, including any and all software, tools, graphics and/or sound files, for public or commercial purposes without the express written permission of the Company.
5. Consent to Use of Image. By purchasing services and/or Content of the Company, Client hereby grants irrevocable permission to Company to use any photos, images or likeness submitted and/or any verbal or written statements for the use of promotions or other business-related agendas such as testimonials, presentations, brochures, etc, by the Company.  All of Client’s comments, suggestions, notes, text, drawings, images, designs or computer programs, including all likeness and images of the Client, shall become remain the sole property of the Company and shall be deemed the Company’s “Content” as stated under this Agreement.  The Company shall exclusively own all rights to (including intellectual property rights thereto), and shall be entitled to unrestricted use, publication, and dissemination as to all such submissions by and likeness of Client for any purpose, commercial or otherwise without any acknowledgment or compensation to Client.
6. Remedies for Violation of Terms.  Company may in its sole right and discretion temporarily suspend or terminate Client’s access to services and Content of the Company at any time, without providing notice to you, if in Company’s discretion you have violated these terms of this Agreement in any way.
7. Attorney’s Fees.  In the event Company shall utilize legal counsel to pursue and/or enforce the terms of this Agreement, Company shall be entitled to reimbursement by Client of any and all attorney’s fees, cost, and expenses incurred in the same.
8. Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect to any principles of conflicts of law.
9. Venue.  Any claim that may arise from my participation in the activities related above or my presence on the premises shall be resolved in the Superior Court of New Jersey, Law Division, Salem County.
10. Severability.  If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
11. Binding on Successors.  The terms of this Agreement are binding upon the successors in interest, heirs, assigns and representatives of the respective parties.

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS RELATING TO YOUR USE OF OUR WEBSITE CAREFULLY. By using our website and videos, services, and/or Content, you agree to this Service Agreement. We reserve the right, in our sole discretion, to change, modify, add or remove portions of this Service Agreement at any time. You should check this Service Agreement periodically for changes.  By using this Website after we post any changes to these Service Agreement, you agree to accept those changes, whether or not you have reviewed them. If you do not agree to these Service Agreement, you should not use our Website and, if applicable, you should arrange to cancel your registered user account or subscription with us.  I HAVE READ THE ABOVE DOCUMENT AND UNDERSTAND IT. I FURTHER UNDERSTAND THAT BY CHECKING THE BOX ON THIS PAGE MEANS YOU AGREE TO THE TERMS AND CONDITIONS, PRIVACY POLICY AND RELEASE AND WAIVER OF LIABILITY, I VOLUNTARILY SURRENDER CERTAIN OF MY LEGAL RIGHTS.