TERMS & CONDITIONS

By clicking “I Accept,” entering your credit card information, signing your name in the signature space, or otherwise enrolling, electronically, verbally, or otherwise, in our counseling, coaching, or consultation services (as defined below), you (“Client”) are entering into this legally binding Counseling, Coaching, Consultation, or Workshops Agreement (“Agreement”) with Donna Ferguson Soulutions (DF Soulutions) (“Company”), a Missouri corporation. Subject to the terms and conditions as set forth herein, the client retains the company, and the company hereby accepts the client’s retention to perform services described herein.

1. Services. The company shall provide, participate in and/or facilitate such services, programs, workshops, group discussions, activities, and/or coaching during the program described in the Credit Card Authorization and Payment Schedule (“Program”). The company may, at the company’s election, substitute services equal to or comparable to the Services or Program for Client, and such substitution may include without limitation a different counselor or coach, of company’s selection, to facilitate all or part of the Agreement/Program and/or phone, virtual or Internet meetings for all or part of the Program/Agreement.
2. Scheduling/Absences. If the client needs to reschedule an individual session, the client shall notify the company by text to the provided number or by email to info@dfsoulutions.com no later than forty-eight (48) hours before the start of the scheduled individual session. If the client reschedules fewer than forty-eight hours before the start of the scheduled individual session, then the company may, in its sole discretion, refuse to reschedule the session, the client will forfeit the session, and the company shall not issue a refund. All the sessions in each designated agreement, program, or Retreat shall be scheduled and completed within the three-month designated timeframe of the program from the date of signature on the agreement. If a coach or counselor is ill, there is severe weather or other emergencies, the company may, at the company’s election, reschedule the session or program, substitute a different counselor or coach of the company’s choosing, and/or hold a phone, virtual or Internet meeting. If, at the company’s discretion, an insufficient number of participants commit to a program or workshop, then the company may cancel or reschedule the entire Program or Workshop. If the company cancels or reschedules the program as a whole or workshop, then the company shall issue a refund, or, at the client’s election, the client may apply their Fee towards a subsequent or comparable Program or Workshop.
3. Payments; No Refunds. The client shall pay the company a total fee as stated in the Payment Authorization and Payment Schedule as full compensation for the client’s participation in counseling, program, or workshop (“Fee”). If the client does not attend a session or any part or all the Program/Workshop for any reason or no reason, then the company shall not issue a refund except as expressly provided in this agreement.
4. Term; Termination. This agreement will take effect on the date first written above. It shall terminate upon completion of the agreed-upon sessions, workshop, or program unless terminated earlier in accordance with this Section of the Agreement. The company may terminate this Agreement and/or the Program immediately for any reason or no reason. If the company terminates this Agreement and/or the Program, the client shall pay the company any outstanding balances for services received; however, the company shall not charge for or refund a pro rata share of future services. The client may terminate this Agreement and/or the Program immediately for any reason or no reason; provided, however, that client’s obligation to pay the total Fee will survive termination of this agreement and/or program. Termination of this Agreement for any reason or no reason will not affect (a) obligations that have accrued as of the date of termination; and (b) those obligations which, from the context hereof, are intended to survive termination of this agreement.
5. Client Cooperation. The client shall cooperate with the company. At the company’s request, the client shall provide the company with any documents, information, or data necessary for the company to perform its services in a timely fashion. The client shall attend all counseling sessions, Program sessions, or workshops and, for the best result, complete all program, counseling, or coaching assignments in a timely manner.
6. Personal Responsibility; No Substitute for Medical Treatment. The client acknowledges that they are responsible for their life and well-being, the lives and well-being of their family and children (as applicable), and all decisions made during and after the program. The company is not responsible for any decisions made by the client due to counseling or coaching and any consequences thereof. The client shall seek medical treatment, including, without limitation, psychiatric services if needed. If the client has an emergency, the client shall contact a hospital or crisis center. A counselor can be reached in emergencies, and clients will have access to a private phone line to contact the counselor in case of emergencies. There will be no guarantee that the counselor will be able to reach out to the client in less than 24 hours and 48 hours on the weekend. If the counselor is unavailable, the client will be responsible for seeking medical help by calling 911. A coach is a mentor and guide to help clients reach their own goals. The client acknowledges that when assigned to a coaching program, the coaches or company are not acting in the capacity of a medical doctor, dietician, nutritionist, psychologist, or psychiatrist.
7. No Warranty. (a) The company makes no representation that the client will be satisfied with the company’s performance or that any particular results will be achieved by the client, even if communicated to the company. If the client is dissatisfied with the company’s performance under this agreement, the client’s sole remedy is to terminate this agreement in accordance with the provisions hereof. (B) THE COMPANY IS NOT MAKING ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (C)  THE CLIENT ACKNOWLEDGES THAT THE TEXT IN THIS SECTION 7 IS OBVIOUS.
8. Limitation of liability.
9. CLIENT EXPRESSLY ASSUMES THE RISKS OF COACHING, INCLUDING WITHOUT LIMITATION THE RISKS IN MAKING LIFESTYLE CHANGES. The company, its shareholders, directors, officers, employees, agents, and affiliates, as well as Dr. Donna D. Feguson in her individual capacity (COLLECTIVELY OR INDIVIDUALLY A COMPANY RELEASEE), will not be liable to the client or any nonparty for damages arising from an act or failure to act on its part in connection with its performance under this agreement, except to the extent that as a result of its reckless disregard for the consequences of that act or failure to act, or its intentionally causing those consequences, the Company RELEASEE causes the client or nonparty to suffer damages.
10. IN NO EVENT WILL THE TOTAL LIABILITY OF COMPANY RELEASEE ARISING OUT OF OR RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF EXCEED THE TOTAL FEES PAID TO THE COMPANY BY THE CLIENT FOR THE PROGRAM.
11. COMPANY RELEASEE WILL NOT BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS. THIS LIMITATION OF LIABILITY PROVISION IS independent of any other limitation of liability and reflects a separate allocation of risk from provisions specifying or limiting remedies. THE FEES STATED FOR THE SERVICES ARE A CONSIDERATION IN LIMITING THE COMPANY RELEASEE’S LIABILITY.
12. NO ACTION, REGARDLESS OF FORM, MAY BE BROUGHT AGAINST COMPANY RELEASEE MORE THAN ONE (1) YEAR, or the shortest duration permitted under applicable law if such period is greater than one (1) year, AFTER THE CAUSE OF ACTION, HAS ACCRUED.
13. CLIENT ACKNOWLEDGES that THEY are at least 18 years of age (or, if less than 18 years of age, has caused this AGREEMENT to be signed by THEIR parent or legal guardian). CLIENT ACKNOWLEDGES that this ENTIRE AGREEMENT INCLUDING WITHOUT LIMITATION THIS SECTION
14. LIMITATION OF LIABILITY shall be binding upon THEIR estate, THEIR heirs, next of kin, executors, administrators, representatives, successors, and assigns.
15. THIS SECTION 8 WILL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT. THE CLIENT ACKNOWLEDGES THAT THE TEXT IN THIS SECTION 8 IS EVIDENT.
16. Governing Law/Arbitration. This agreement and all aspects of the relationship between Company and Client will be construed according to the laws of the state of Missouri applicable to agreements that are executed and fully performed within Missouri and without regard to any choice of law rules thereunder. Except as provided in Section 12 of this Agreement, as the exclusive means of initiating adversarial proceedings to resolve any dispute arising out of or relating to this Agreement, Program, or client’s relationship with Company, Company or Client may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules, and each party hereby consents to any such dispute being so resolved. Judgment on any award rendered in any such arbitration may be entered in any court having jurisdiction. The arbitrator will not be authorized to award exemplary or punitive damages, or any damages excluded in the Limitation of Liability provision. The arbitrators will award all of its costs and fees to the prevailing party if any, as determined by the arbitrators. “Costs and fees” mean all reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and reasonable attorneys’ fees.
17. Indemnification. Client shall indemnify the company, its shareholders, directors, officers, employees, agents, and affiliates, as well as Dr. Donna Ferguson in her individual capacity (collectively “Company Indemnitees”), against any loss, claim, cause of action, lawsuit, damage, liability, cost (including without limitation litigation and discovery costs, and reasonable attorneys’ fees) or any other expense whatsoever which any Company Indemnities may incur arising out of or relating to any claim, suit or proceeding instituted by a third party arising out of or relating to company’s services to the client, or which result, in whole or in part, from the acts, errors or omissions, including negligent acts and statutory violations, of the client. This duty to indemnify Company Indemnities will survive any expiration or termination of this agreement.
18. Non-Disparagement. Client shall not disparage the company or any of its shareholders, officers, directors, employees, agents, or affiliates. For purposes of this Section, “disparage” means any negative statement, whether written or oral, about the company, program, any of the company’s services, Dr. Donna Ferguson, or any of the company’s counselors, coaches, agents, or affiliates. The client acknowledges that this non-disparagement provision is a material term of this agreement, the absence of which would have resulted in the company refusing to enter into this agreement.
19. Confidentiality. Each of Client and Company (the “Receiving Party”) shall hold in trust for the other party hereto (the “Disclosing Party”). They shall not disclose to any person, firm, or entity other than the Receiving Party’s employees and agents who have a need to know such information to perform the HIPAA compliant counseling and coaching services and shall not use in any way detrimental to the Disclosing Party, any confidential or proprietary information of the Disclosing Party (“Confidential Information”). Without limiting the generality of the foregoing, “Confidential Information” includes any and all information relating to the Disclosing Party’s products, services, research, development, trade secrets, marketing, and business plans, strategies, customers, suppliers, employees, agents, management and personnel, but does not include information in the public domain other than by reason of a breach of this agreement. If the Receiving Party receives a subpoena or court order to disclose any Confidential Information, the Receiving Party shall deliver the prompt written notice to the Disclosing Party and shall cooperate with the Disclosing Party’s attempts to obtain a protective order or other similar protection for the Confidential Information. Company and client acknowledge that the disclosure or misuse of the Confidential Information by the Receiving Party in violation of this agreement may cause irreparable harm to the Disclosing Party, the amount of which would be impossible to ascertain, and that there is no adequate remedy at law for any breach by Receiving Party of this Agreement. Therefore, in addition to any other rights and remedies it may have, Disclosing party will be entitled to obtain from a court of competent jurisdiction an order restraining any such disclosure or other breaches of this agreement and for such other relief as may be appropriate, without the necessity of posting bond. Such remedy will be in addition to any other remedies otherwise available to the Disclosing Party at law or in equity. This provision will survive any termination of this agreement.
20. Ownership of Company’s Intellectual Property. The company alone will own all rights, titles, and interests, including all related intellectual property rights such as copyright throughout the world and moral rights, to all course materials, manuals, documents, memoranda, materials, web content, artwork, graphics, and other work product created or developed by the company for the program and/or while providing coaching services to the client (“Company’s Intellectual Property”). The company hereby grants the client a license to use Company’s Intellectual Property for their individual use only in connection with receiving counseling or coaching services. The client shall not use any of the Company’s Intellectual Property for the client’s business. The client shall not share, copy, distribute, or otherwise disseminate Company’s Intellectual Property without Company’s prior written consent. The client shall not sell, distribute, sublicense, assign, or otherwise transfer any of the Company’s Intellectual Property. Any purported or attempted sale, distribution, sublicense, assignment, or transfer will be null, void, and of no force or effect whatsoever.
21. Model Release. The client hereby irrevocably grants permission for the company to record or photograph or cause recordings and/or photographs to be made, of all or part of the company Programs or workshops. The company may use Program materials, recordings and/or photographs, and materials submitted by the client in the context of the program for future lectures, teaching, marketing materials, and further other goods or services provided by the company. The client hereby irrevocably grants permission to the company and/or company’s assignees to use the client’s name, voice, image, likeness, the city and state of client’s residence, and biographical and other information concerning the client (“Released Material”) for any purpose, in any media, now known or hereinafter devised, in perpetuity throughout the universe, without compensation, obligation, or liability to the client of any kind whatsoever. The client acknowledges that their image may be edited, copied, exhibited, published, or distributed and waives the right to inspect or approve the finished product wherein its likeness appears.

The client hereby releases the company, its shareholders, directors, officers, employees, agents, and affiliates, as well as Dr. Donna Ferguson in her individual capacity from any claim or cause of action, now known or later discovered, for, among other things, invasion of privacy, right of publicity, and defamation arising out of or relating to the use and exploitation of the Released Material. THIS SECTION 14 WILL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT. THE CLIENT ACKNOWLEDGES THAT THE TEXT IN THIS SECTION 14 IS CONSPICUOUS.

15. Modification/Waiver. No amendment of this agreement will be effective unless it is in writing and signed by all parties. No waiver of satisfaction of a condition or failure to comply with an obligation under this agreement will be effective unless it is in writing and signed by the party granting the waiver. No such waiver will constitute a waiver of satisfaction of any other condition or failure to comply with any other obligation.
16. Severability. The parties intend as follows: i) that if any provision of this agreement is held to be unenforceable, then that provision will be modified to the minimum extent necessary to make it enforceable unless that modification is not permitted by law, in which case that provision will be disregarded; ii) that if an unenforceable provision is modified or disregarded in accordance with this Section 16, then the rest of this agreement will remain in effect as written; and iii) that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable.
17. Assignment. The client has no right or power to assign or transfer this agreement or any of their rights, duties, or interest therein, and any such purported or attempted assignment will be null, void, and of no force or effect whatsoever. The company may assign any rights, duties, or obligations under this agreement without the client’s consent.
18. Entire Agreement. This agreement constitutes the entire understanding between the parties with respect to the subject matter of this agreement and supersedes all other agreements, whether written or oral, between the parties.

OTHER TERMS. Upon execution by clicking “I accept,” or emailing a statement of agreement, or signing below, or on the reverse.