CENTER FOR HEALTH AND WELLNESS COACHES
PROFESSIONAL SERVICES AGREEMENT

 

This Professional Services Agreement (this “Agreement”) is made by and between Sukhayu Wellness LLC doing business as The Center for Health and Wellness Coaches, a Delaware limited liability company (“Sukhayu Wellness” or the “Company”), and the participant identified on the signature page hereto (the “Participant”). By signing up for the Company's services, you agree to be bound by the terms and conditions of this Agreement. 

1. Services.

The Company offers the following services as individual and/or small group wellness initiatives (the “Services”).

1.1 Coaching. Coaching is an alliance between an experienced, professionally trained coach (the “Coach”) and the Participant in a thought-provoking and creative process that inspires the Participant to maximize personal and professional potential. Coaching is designed to facilitate the exploration and development of personal and/or professional goals and to create and implement a strategy for achieving those goals. The company offers holistic individual and group life, health and wellness, career, executive leadership, and physician coaching. Our approach integrates the individual and surrounding environment in a creative, engaging, and thought-provoking process designed to enhance personal and professional fulfillment. Company Coaches maintain the ethics and standards of behavior established by the International Coach Federation (“ICF”) (https://coachfederation.org/ethics) and the National Board for Health and Wellness Coaching (“NBHWC”) (https://nbhwc.org/code-of-ethics/). We recommend that the Participant review the ICF and NBHWC Code of Ethics and the applicable standards of behavior.

1.2 Imagery. Imagery, Guided Imagery, Interactive Guided ImagerySM (“IGI”), and integrative imagery are mind-body techniques. Note, these are not hyponotherapies. Mind-body techniques focus on the interactions among the mind, body, and behavior, and the powerful ways in which emotional, mental, social, and behavioral factors can directly affect our lives, including health and well-being. Imagery is a natural process and is defined as any perception that comes through any of the senses including sight, sound, smell, touch, and/or taste. Guided imagery refers to a wide variety of techniques, including visualization and direct suggestion using imagery, where elements of the unconscious are invited to appear as images that communicate with the conscious mind. IGI is an innovative process developed by the Academy of Guided Imagery that includes all the features of guided imagery. IGI uses imagery in an interactive way to evoke people’s own natural wisdom and creativity. It is very similar to and the predecessor of integrative imagery. Integrative Imagery is an interactive process to work directly with images that arise from the individual’s own consciousness to access inner wisdom. It is important to note that imagery is not hypnosis or hypnotherapy. According to the American Psychological Association, hypnotherapy frequently involves “a subtle shifting of perceived control to the hypnotist,” whereas imagery work does not involve any form of external control or suggestion, perceived or otherwise. Individuals engaging in imagery remain in full conscious awareness and direct their own experiences, tapping into their inner wisdom.

1.3 Mind-Body Skills The Company teaches and offers evidence-based mind-body skills that have been researched to reduce stress and enhance health, well-being, and resiliency. These experiential and integrated techniques, such as meditation, guided imagery, autogenic training, breath work, movement, self-expression, and other approaches, are taught in a supportive environment. Sharing and connecting with others creates a positive learning and growth environment that supports individual and collective well-being.

1.4 Yoga. Yoga is a science of self-realization that teaches us how to optimize our potential and enhance our health and well-being. The word yoga literally means “union.” Yoga, the science of the mind, brings balance and purity to the body. Our approach to yoga is holistic and resonant of the ancient science from India. This includes but is not limited to bhakti yoga, japa yoga, jnana yoga, raja yoga, karma yoga, kriya yoga, and hatha yoga. The Company maintains the ethics and standards of behavior established by Yoga Alliance and the International Association of Yoga Therapists (“IAYT”). We recommend that the Participant review the these Codes of Ethics and the applicable standards of behavior, which can be accessed at the following links: Yoga Alliance Code of Conduct¹ and IAYT Code of Ethics² .

1.5 Ayurvedic Wellness Counselling. Ayurveda and Yoga are sister sciences and belong to the world’s oldest health care system. The two complement each other and together achieve harmony of the body, mind, and spirit, which is the essence of health. Ayu means life and veda means knowledge in the Sanskrit language. Ayurveda is an ancient science of life. Ayurvedic science provides knowledge to unfold the reality beyond the physical body and achieve harmony of the body, mind, and spirit. Ayurvedic wellness counselling is based on the first goal of Ayurveda – to preserve the health of the healthy person. Ayurvedic wellness counselors:

• Analyze mind-body constitution
• Do history taking
• Suggest dietary changes
• Suggest daily routine changes
• Suggest seasonal routine
• Suggest life cycle routine
• Explain about Ayurvedic concepts
• Explain the connection between body and mind and how diet and lifestyle, meditation, Pranayama can help prevent many emotional problems
• Offer cooking classes giving simple cooking tips

Ayurvedic wellness counselors cannot diagnose or treat diseases, prescribe treatments or medicines (including herbal medicines), prescribe or perform Panchakarma, or perform pulse diagnosis.

1.6 Consulting. The Company provides professional advice on how to incorporate health and wellness initiatives into your life and career. The company also consults with people who are looking to start a new business endeavor and those who are considering entering medicine as a career. We facilitate learning and provide expert opinions, analysis, and recommendations based on our own expertise. Note, this consulting relationship is not a guarantee of results.

1.7 What the Services Are Not. The Services are not therapy, psychotherapy, hypnotherapy, counseling, mental health, or substance abuse treatment, and our Representatives (defined in section 7.3) do not function as a therapist, psychologist, psychiatrist, counsellor, social worker, or other health service provider, regardless of their qualifications, profession, or professional background. The Services are not, and shall not be construed as, medical or legal advice, diagnosis, or treatment.

2. Participant Responsibilities.

2.1 General.

A. Commitment. Commitment and consistency are essential for the Participant to gain maximum benefits from the techniques being taught. Participant understands that to work together optimally, Participant must communicate honestly, be open to feedback and assistance, and create the time and energy to participate fully.

B. Participant Well-Being and Health. Participant may be asked to engage in physical activity, breathwork, and meditation during individual and/or group sessions. Participant is responsible for gauging Participant’s own ability to safely perform the activities suggested by Sukhayu Wellness. Participant is encouraged to seek the advice of a physician as appropriate. Participant is solely responsible for any injury or adverse outcome resulting from the Services. When engaging in any of the Services, strong unexpected or suppressed emotions or memories may arise and Participant may have unexpected experiences. Participant is solely responsible for their own individual well-being and mental, physical, and emotional health, decisions, choices, actions, and results arising out of or resulting from the Services. Participant is responsible for building, utilizing, and maintaining his/her own support system, and seeking appropriate professional support, such as a therapist, physician (e.g., psychiatrist), counselor, etc. as needed. The Company will not provide medical advice, medical care, treatment, or diagnosis to the participant. Services are not to be used as a substitute for counseling, psychotherapy, psychoanalysis, mental health care, substance abuse treatment, or other professional advice by legal, medical, or other qualified professionals. If Participant is currently under the care of a mental health professional, it is recommended that the Participant promptly inform the mental health care provider of the nature and extent of participation of the Services agreed upon by the Participant and the Company.

C. Technical Requirements. Participant is responsible for ensuring that they have the appropriate resources and technical capability to receive the Services. Without limiting the foregoing, some of the resources necessary for the Services include, a reliable high-speed internet connection, the Zoom videoconferencing application (“Zoom”), and headphones (strongly encouraged).

2.2 Group Sessions.

A. Commitment. Commitment and consistency in attending and participating in group sessions is essential as each individual is an integral member of the group. Each participant joins the group with the commitment to attend all group sessions. No make-up sessions will be held and, due to the confidential nature of the group, group sessions will not be recorded. In addition to the obligations to notify the Center for Health and Wellness Coaches described in Section 4 below, the Participant must also notify the Company if they need to join late, need to leave early, or need to miss a session unexpectedly. If Participant is unable to attend a session, Participant must notify the Center for Health and Wellness Coaches by email (to [email protected]) or text message (to 516-234-0402) no less than 48 hours prior to the start of the group session.

B. Mutual Respect. To ensure that all group members feel comfortable sharing their genuine thoughts and feelings within the group, Participant shall treat other members with courtesy, respect, and dignity. Treating others with kindness and compassion promotes individual and collective well-being.

C. Confidentiality. So that the Company may create a safe and supportive environment within the group, all group members are requested to keep all information shared by group members in strict confidence with no exceptions. If attending a telephonic or Zoom group session, Participant is responsible for taking part in an environment that is conducive to confidentiality – such as in a private room or with the use of headphones. Recording of group sessions is strictly prohibited.

3. Payment.

Participant shall pay in full in advance of performance of the Services. All payments are nonrefundable. Considerable time and effort go into creating groups and preparing for each session. If Participant (i) cancels a session upon less than required notice, (ii) joins a session late, leaves early, or misses a session, or (iii) is asked not to attend group sessions due to failure to adhere to the Participant Responsibilities under Section 2 above, Participant will not be entitled to a refund.

4. Scheduling; Late, No-Show, & Cancellation.

4.1 Individual Sesions

The specific Services to be provided, and the time and location of sessions shall be as provided to the Participant, as these may be amended from time to time. If the session is to occur by phone, the Company will initiate the telephone call at the number provided by the Participant at the scheduled time. If there is no answer, the Company will try one more call fifteen (15) minutes after the scheduled time. If the Company is unable to reach the Participant, the session will be considered cancelled by the Participant. If the Participant needs to change the number for a scheduled call, Participant must notify the Company forty-eight (48) hours prior to the scheduled appointment time. If the session is to occur by Zoom, the Company will be in the Zoom meeting at the scheduled time. If the Participant does not join the zoom within fifteen (15) minutes of the scheduled time, the session will be considered cancelled by the Participant. Participant agrees that it is the Participant’s responsibility to notify the Company in writing (by emailing [email protected]) of the need to cancel a session at least forty-eight (48) hours in advance of the scheduled session. If Participant provides the requisite notice, the Company will attempt in good faith to reschedule the missed meeting with Participant. Participant must notify the Company in writing (by email [email protected]) prior to the start of the session if they need to join late, leave early, or miss a session unexpectedly. In the rare event that the Company must cancel a session, the session will be rescheduled at the discretion of the Company, in consultation with the Participant, within ninety (90) days.

4.2 NBHWC Exam Review Group Coaching Refund, Credit, and Cancellation Policy

In group coaching, each participant is an integral part of the group. These groups are also carefully designed to provide an impactful small-group experience. Due to the efforts required to provide this offering, all sales are final.

Refund Policy: We do not offer refunds for our 1-month group coaching program under any circumstances.

Credit Application: If you provide notice of cancellation within 10 business days before the start of the program, you may apply the fees paid as credit towards another group coaching program or NBHWC exam review resource offered by the Center for Health and Wellness Coaches.

All credit applied towards another program or resource must be used within 6 months from the date of cancellation. After 6 months, any remaining credit will expire and cannot be redeemed or refunded.

Notice of cancellation must be provided in writing via email to [email protected] at least 10 business days before the scheduled start date of the program to be eligible for credit.

Credits are non-transferable and cannot be transferred to another individual or participant. For any inquiries or assistance regarding our refund policy, please contact us at [email protected].

5. Termination.

This Agreement may be terminated by either party at any time. The provisions of this Agreement which require or contemplate performance after termination, including without limitation Sections 6, 7, 8, 9, and 10, will be enforceable notwithstanding termination.

6. Intellectual Property.

Participant agrees that all processes, policies, innovations, including any and all Company materials, course information, and data, any course preparation materials, program structures, session designs, inventions, technology, written or electronic educational plans, improvements, developments, methods, designs, analyses, trademarks, service marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reports and all similar, related, or derivative information or works (whether or not patentable or subject to copyright), including but not limited to all patents, copyrights, copyright registrations, trademarks, and trademark registrations in and to any of the foregoing, along with the right to practice, employ, exploit, use, develop, reproduce, copy, distribute copies, publish, license, or create works derivative of any of the foregoing, and the right to choose not to do or permit any of the aforementioned actions, which relate to Company’s actual or anticipated business, research and development or existing or future services (collectively, the “Intellectual Property”) shall be owned by Company (or its licensors, as applicable) and Company (or its licensors, as applicable) is the sole owner of all rights, title, and interests in the Intellectual Property. All other rights to any new Intellectual Property and all rights to any existing Intellectual Property, including but not limited to all of Participant’s rights to any copyrights or copyright registrations related thereto, are conveyed, assigned, and transferred to Company pursuant to this Agreement.

7. Confidentiality.

7.1 Participant and Company (each, a “Recipient”) shall maintain in confidence the Confidential Information (as defined below) of the Participant, Company, and the other members of the group sessions (the “Disclosing Party”). Recipient agrees not to use the Confidential Information for any purpose or make the Confidential Information available to third parties, except as expressly authorized in writing by the Disclosing Party. Recipient shall use the same degree of care to avoid unauthorized disclosure of the Confidential Information as it employs with respect to its own confidential/proprietary information of like quality and nature but no less than a reasonable standard of care. Recording of individual and/or group sessions is strictly prohibited.

7.2 “Confidential Information” means: (i) all personal information of or related to the Disclosing Party disclosed during, in preparation for, or in relation to, provision of the Services; (ii) the Intellectual Property; and (iii) any information designated or marked “Proprietary/Confidential Information” by the Disclosing Party. Unless otherwise specifically agreed in writing, Confidential Information does not include: (i) any information that is reasonably available to or known by the Recipient without obligation of confidentiality; (ii) any information that becomes generally known by or available through no fault or wrongdoing of the Recipient; (iii) any information independently developed by Recipient, provided Recipient can show that such development was accomplished without the use of or reference to the Confidential Information; (iv) any information that is published by the Disclosing Party in writing; or (iv) any information that is disclosed pursuant to any law or judicial or governmental requirement or order.

7.3 Notwithstanding the foregoing confidentiality obligation, Sukahyu Wellness and its Coaches employees, contractors, and agents (“Representatives”) (i) may discuss Confidential Information of Participant with other experienced practitioners who have the appropriate certification for the sole purpose of caring for the best interest of Participant, and (ii) Participant hereby authorizes Company and Coaches to disclose Confidential Information of Participant if Participant expresses any intent to harm him/herself or someone else, and to seek emergency medical assistance on the Participant’s behalf by calling 9-1-1. Participant shall remain solely responsible for obtaining appropriate medical care for their situation and for paying all costs and expenses thereof.

7.4 Limited Release. Our Representatives engage in continuing education and training in order to pursue and maintain professional certifications and credentials. That process requires the names and contact information of all clients for possible verification by credentialing organizations (e.g., ICF, National Board of Health and Wellness Coaching, IAYT, National Ayurvedic Medical Association). Participant agrees to permit their name, contact information, other required information as required by credentialing bodies (e.g., may include brief overview of topics in session – no more than minimum required information for credentialing will be released), and dates of sessions to be shared with third parties as necessary for maintenance of our Representatives’ professional certifications and credentials.

7.5 Record Retention. Participant acknowledges and agrees that the Company and our Representatives may retain certain documents, information, and data acquired or shared by Participant during provision of the Services for a period of five (5) years or more.

8. Disclaimers.

8.1 GENERAL. DUE TO THE HIGHLY EXPERIENTIAL NATURE OF THE SERVICES AND THE FACT THAT EACH INDIVIDUAL HAS A UNIQUE PERCPECTIVE, THE COMPANY DOES NOT GUARANTEE PARTICIPANT’S SATISFACTION WITH THE SERVICES OR THAT PARTICIPANT WILL ACHIEVE ANY PARTICULAR RESULT. THE COMPANY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8.2 NO MEDICAL ADVICE. COMPANY DOES NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. THE CONTENTS OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, TEXT, GRAPHICS, IMAGES, AUDIO, VIDEO, AND OTHER MATERIALS ARE FOR INFORMATIONAL PURPOSES ONLY, AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. ANY OPINIONS EXPRESSED BY A COACH OR OTHER AGENT OF THE COMPANY ARE SOLELY THEIR OWN OPINIONS, ARE NOT THE OPINIONS OF THE COMPANY, AND ARE NOT MEDICAL ADVICE. COMPANY DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC TESTS, PHYSICIANS, PRODUCTS, PROCEDURES, OPINIONS, OR OTHER INFORMATION THAT MAY BE MENTIONED DURING THE PROVISION OF THE SERVICES OR ON THE COMPANY WEBSITE OR SOCIAL MEDIA CHANNELS. PARTICIPANT SHOULD ALWAYS SEEK THE ADVICE OF A QUALIFIED PHYSICIAN WITH ANY QUESTIONS PARTICIPANT MAY HAVE REGARDING A MEDICAL CONDITION. RELIANCE ON ANY INFORMATION PROVIDED BY THE COMPANY OR ITS AGENTS IS SOLELY AT PARTICIPANT’S OWN RISK.

8.3 GROUP MEMBERS. ALL MEMBERS OF THE COMPANY’S GROUPS ARE REQUIRED TO AGREE TO THE TERMS CONTAINED IN THIS AGREEMENT. HOWEVER, THE COMPANY CANNOT GUARANTEE THAT OTHER MEMBERS OF THE GROUP WILL COMPLY WITH THE TERMS OF THIS AGREEMENT.

8.4 DATA STORAGE. COMPANY AND ITS AGENTS TAKE REASONABLE SECURITY MEASURES TO ELECTRONICALLY STORE PARTICIPANT INFORMATION. HOWEVER, NO SYSTEM IS COMPLETELY SECURE AND THERE IS ALWAYS A POSSIBILITY OF A DATA BREACH. PARTICIPANT HEREBY ACCEPTS THE RISK THAT A DATA BREACH IS POSSIBLE AND AGREES TO HOLD HARMLESS THE COMPANY AND ITS AGENTS IN CASE OF A LOSS OF PARTICIPANT’S CONFIDENTIAL INFORMATION DUE TO SUCH A BREACH.

9. Limitation of Liability.

COMPANY’S LIABILITY TO PARTICIPANT ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT SHALL BE LIMITED TO ACTUAL DAMAGES AND SHALL IN NO EVENT EXCEED THE AMOUNTS PAID BY PARTICIPANT TO COMPANY FOR THE SERVICES. IN NO EVENT SHALL COMPANY BE LIABLE TO PARTICIPANT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR GOOD WILL) RELATED TO THIS AGREEMENT OR RESULTING FROM PARTICIPANT’S USE OR INABILITY TO USE THE SERVICES, OR ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, INCLUDING CONTRACT, WARRANTY, TORT, STRICT LIABILITY, INDEMNITY, OR NEGLIGENCE, EVEN IF COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Indemnification.

Participant agrees to defend, indemnify, and hold harmless the Company and its directors, officers, employees, agents, members, managers, and affiliates (each, an “Agent”) from and against all claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation reasonable attorney‘s fees and costs), involving a third party claim, which arise out of, relate to, or result from Participant’s breach of any covenant, obligation, or duty under this Agreement or under applicable law.

11. General.

11.1 Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be construed in accordance with the laws of Delaware. Any action arising out of or related to this Agreement shall be brought only in the state or federal courts of Delaware. The parties hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. PARTICIPANT AND COMPANY EACH HEREBY IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY JURY FOR ANY DISPUTES, CLAIMS, OR CONTROVERSIES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES.

11.2 Waiver. No failure or delay by either party in exercising any right, power, or remedy under this Agreement will operate as a waiver of any such right, power or remedy. No waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. Any waiver by either party of any provision of this Agreement will not be construed as a waiver of any other provision of this Agreement, nor will such waiver operate as or be construed as a waiver of such provision respecting any future event or circumstance.

11.3 Counterparts. This Agreement may be executed by facsimile, portable document format (.pdf) or other electronic signature pages and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any counterpart hereof shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

11.4 Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Agreement shall be enforceable in accordance with its terms.

11.5 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties relating to the subject matter of this Agreement and supersedes and cancels all previous written and oral agreements, communications, and other understandings.

 

 

¹ Yoga Alliance Code of Conduct, https://tinyurl.com/Yoga-Alliance-Code-of-Conduct

² IAYT Code of Ethics, https://tinyurl.com/IAYT-Code-of-Ethics