To Indy, With Love Policies, Terms and Conditions
Wellness matters to us. Including the mental wellness of the community and the wellness of To Indy, With Love and it’s staff, clients and representatives. This agreement details multiple sections to give mental wellness, social health and emotional health the respect these concepts deserve. The sections are broad and detailed because “mental wellness”, “social health” and “emotional health” and the services To Indy, With Love offers to support these concepts are broad within them.
Please pay particular attention to the sections that most apply to the service you are booking. This entire agreement however is one legal document.
In this agreement To Indy, With Love may sometimes be referred to as “TIWL” or “the company”. Client may sometimes be referred to “recipient.”
These terms cover such subjects as, client engagement, rights, payments, appointments, outdoor experiences, intellectual property, & photography. These sections are labeled and should be reviewed in full. These terms and conditions are lengthy to represent the various methods and services the company provides.
This agreement begins with TIWL community principles :
How we relationship with each other impacts how we relationship with ourselves. How we relationship with ourselves impacts how we relationship with each other. How others relationship(ed) with us impacts us. “Healing” begins at any moment we choose.
The legal standards TIWL operates within are below.
RELATIONSHIP WITH TIWL - EXPECTIONS:
By browsing this website, making purchases, engaging face to face or scrolling this business’s social media properties, you agree to these terms and conditions
Please Note: TIWL staff and representative’ Mishara D. Winston, LCSW is a licensed therapist, and as such TIWL offers psychological, social work, cultural anthropology, sociology and pre-colonial healing education. TIWL also offers general culturally and socially informed support for mental wellness. TIWL does not offer therapy and no services provided should be considered licensed therapy.
TIWL services include: coaching, consulting, experiences, speaking and a wide range of specialized and general services to provide the previously mentioned education and support.
This is in alignment with TIWL’s mission, which include making mental wellness knowledge accessible common knowledge for the every day person who may or may not have a private mental health therapist. TIWL works to contribute a fresh perspective specifically to ensure that those for whom the currently popular models of mental health care may or may not be the best or the only fit.
TIWL services may compliment western, USA and European models of mental health care or may be seen as completely separate as decided by each person for themselves. TIWL supports each person adding TIWL services to their lives in the ways they decide are best for them.
TIWL will not offer diagnosing of mental health experiences or conditions of brain functioning within it’s services, even though staff is trained, qualified and licensed to diagnose.
1. Disclaimer: All information offered on this website (the "Site") and all spaces managed by TIWL are for informational purposes only. Each person receiving information, has choice and full decision making power for their own actions. We seek to empower clients to trust themselves. Information offered during any appointment is not a substitute for, nor does it constitute, medical, legal, or financial advice. This web site is maintained by representatives of TIWL. The opinions expressed on this web site are the author's own and do not reflect the views of any organization with which the owner has a relationship.
INTELLECTUAL PROPERTY: (PLEASE ALSO READ THE NON-DISCLOSURE STATEMENT SECTION BELOW)
2. Ownership of Work and Ideas: Our ideas belong to TIWL. No part of this website, it’s digital or physical spaces , it’s products, methods or materials or the contents there may be reproduced, excluding short excerpts that share a link back to:
1. To Indy With Love, 2. ToIndyWithLove.com or “Mishara D. Winston, LCSW” as the company’s representative.
Work may be licensed for non-commercial use by contacting TIWL to obtain written permission together with an usage agreement. Work may not be licensed for commercial usage.
3. Content Attribution: Our content belongs to TIWL. Unless otherwise noted, all images, photographs, video clips, and other visual or written materials that appear as part of this web site are owned, controlled, or licensed by To Indy, With Love or it’s representatives. This website uses images of artworks or quotes from books, journals, and newspapers with fair use in mind, and references authors, artists, and sources. Some photos are stock / permission-based photos, some are photos that were created by To Indy, With Love’s representatives. If you are an artist, author, publisher, or agent representing material reproduced on this website, and you do not wish for it to be used, please contact TIWL immediately.
1 -ON-1 SERVICES : [COACHING & “PICK MY BRAIN” SERVICE FOR INDIVIDUALS]
4. Appointments:
Scheduling: 5, 9 & 13 weekly coaching clients receive priority scheduling to ensure weekly availability and consistency with their self-determined 1, 2 or 3 month goals. Client’s who book sessions that do not require weekly priority have scheduling access that reflects this. Scheduling is done by the client using acuity scheduling.
Payment: Appointments are paid for at the time of booking. 5, 9 and 13 weekly coaching packages are automatically deducted weekly from the initial card provided.
Reschedules: Appointments can be rescheduled by the client outside of 24 hours on the website. Reschedules outside of 24 hrs can be done by clients clicking “reschedule” through the confirmation email, the client provided, through the website when scheduling themselves. It is important that client’s who wish to reschedule, click the button to “reschedule” (which applies their initial payment) and not the button to “cancel” which does not refund the client’s payment and immediately opens that calendar slot to the public to schedule.
Last Minute Changes: Attempts to cancel, reschedule or no-show within 24 hrs are not permitted. While we understand that schedule adjustments do occur, attempting to cancel this close to the session means the time and opportunity is not available for another waiting client. The full fee is retained, as this notice is too short to offer the slot to other community members and staff has planned the work day around each booked session. We seek to respect the preparation time, delivery time and administrative time of staff. A pattern of (3 max) no shows / cancels or reschedule attempts within 24 hrs will make the coaching service unavailable.
Refunds: Refunds are not available. This includes refunds for cancelations. Clients who cancel without reschedule, forfeit the cost of the session. They are able to book the the next available slot they desire. If a client is seeking to reschedule after booking they may do so by clicking “reschedule” in their confirmation email, which supports this change instead of “cancel” which removes them from this option.
Makeup Sessions for Packages: 1 makeup session for 5 week packages and 2 makeups for 9 & 13 week packages are available. Makeups are subject to availability. TIWL may be booked several weeks out, so the 1-2 makeup sessions can be tacked on to the end of the package.
Time Management: We encourage clients to be present and ready to begin before appointments. We also support a 5-7 minute grace policy. However if clients are not present by 15 minutes after the scheduled start time, the appointment will be canceled.
TIWL staff reserve the right to offer makeup session credit for extreme emergency circumstances. This is done rarely.
MEMORY:
5. Appointment Reminders: It is the responsibility of the clients to personally record all upcoming appointments. We anticipate that electronic calendars and software do sometimes go down temporarily (for updates and crashes). To support each client’s own self-organization responsibilities, we utilize scheduling software, by a 3rd party who states they will send email or text reminders. Technology does fail so we recommend a written calendar, but this choice is up to the client. TIWL generally does not send out personal appointment reminders and may not be available for contact to answer appointment questions (due to being in other sessions). TIWL also cannot guarantee that software scheduling services used will send out consistent or accurate reminders.
RELATIONSHIP WITH SELF:
6. Relationship With Self (Shame Free Follow Though): To Indy, With Love’s representatives and staff agree to engage along side client’s in a wellness relationship that seeks to reduce emotional responses to fear, shame and pain. The power of this relationship is determined by the client’s decisions and actions. In this relationship client’s agree to be powerful in their healing relationship with themselves. TIWL staff and representatives agree to be powerful in their own healing relationship with themselves.
All involved people must be doing their personal mental wellness work, including homework, follow through and progress tracking independent of any other party’s actions. This is how TIWL defines self accountability for self compassion within healing communities.
7. Harm: When you share your personal experiences with To Indy, With Love’s staff, staff seeks to keep your information private. This is outlined in these terms within the confidentiality and privacy sections. The exception is if the information shared would contribute to the harm of yourself, the harm of another community member or the harm of the entire community. TIWL does not permit, accept or excuse harm. To Indy, With Love supports healing and transformative justice.
8. Standing Up For Your Healing: If you believe, the social and emotional wellness relationships you are experiencing with To Indy, With Love’s staff or other clients are not working as desired, you as the client or community member agree to communicate about, change and /or decline the relationship.
TRANSITIONS:
9. Ending Services: Ending or pausing individual services can be done by either To Indy, With Love or the community client. This is usually an agreed upon decision based on the client’s success. Services for education and support can be resumed based on the mutual availability and the desire of the client and TIWL.
10. Late / Declined Payments. Clients of all services remain responsible for any outstanding payments not received by To Indy, With Love. If payment is not received, third parties will support TIWL in receiving payment.
DOCUMENTATION:
11. Documentation: TIWL does not provide letters , records or documentation for other businesses, agencies, systems or processes. It’s services are not considered for “health” or “insurance” records, including records from the mental wellness coaching service. This protects our client’s privacy and our staff’s administrative time. Client’s who received past therapy services may have direct and sole access to their own records via fax or email at their direct request. Records are not released to any other party. The gathering and sending of these records has a fee, due to the admin time required to access the prior database. TIWL does not communicate with other businesses or entities about client details. Furthermore, letters of recommendation or a record of service for mental wellness services are not considered applicable for insurance companies, medical offices or health savings accounts (per the USA IRS guidelines).
CRISIS:
12. Crisis: To Indy, With Love is not a health crisis small business. It does not provide urgent or emergency services.
PAYMENT:
13. Pricing & Payment: TIWL accepts electronic payment in full at the time of booking. Exceptions are packages, speaking and organizational consulting (described below.) No cash, checks or health savings accounts are accepted. TIWL does not generally create / accept invoices or other forms of delayed payment processing. For special and rare circumstances, full and final payment for speaking and consulting services of $500 or more can be paid in 2 halfs, with the second half due the day of service delivery. Service prices are available through the TIWL website, managed digital platforms and staff negotiation that is written once formalized. At the time of scheduling, client’s pay the full fee agreed upon rate or do full even exchange according to prior negotiated and signed bartering agreements. Subscription services and packages delivered over an agreed upon time (such as 5, 9 or 13 week packages for coaching) are charged weekly. The list price constitutes the cost of the service, and is non-refundable.
SUBSCRIPTIONS:
14. Subscription Programs and “every week” services (such as packages): All participants are expected to adhere to these terms and conditions, as well guidelines connected to subscription programs Guidelines for subscription programs are listed on the relevant web pages or via writing.
PRODUCTS:
15. Products There are no refunds on products. We do not accept returns. Please contact us or the product processor for (physical products) if there is any concern.
MEDIA RECORDING:
16. Photography, Audio and Video: To Indy, With Love, it’s staff / representatives and community clients understand that during activities indoor or outdoor experiences with activities, they may be visually or audio recorded. However these visual and audio recordings will NOT be taken, posted or shared without the consent (ie. permission) of each person captured via the media type (including audio, visual and other forms of media).
This means: No recordings will be made of clients by clients, by other clients or by TIWL. without the option to opt out. This option can be provided and agreed upon either by communicating they are declining or not attending a particular experience. To Indy, With Love may record, post or share statements and activities the representatives/ staff make or state personally. These will not include the client’s words, personhood or thoughts. Clients agree not to record each other or To Indy, With Love experiences or services without permission as well.
PRIVACY:
17. Privacy: This website is hosted by SquareSpace and uses SquareSpace’s privacy terms. Other services and platforms are hosted by their owner’s such as Instagram and Patreon. To Indy, With Love takes steps to keep communication private. However, there is inherent risk in all forms of communication. For example: In electronic communication, your private information can be unlawfully taken by third parties not under our control. Therefore To Indy, With Love does not guarantee the security of information -particularly transmitted via the internet, telephone, or text message. Any efforts you undertake to communicate with To Indy, With Love and it’s staff / representatives are done at your own risk because of these realities.
TIWL respects your privacy and is committed to protecting any information connected to services you receive. TIWL is limited in that it cannot control fellow clients or support group members. If any member violates client safety or privacy (their own or another’s they will be offered support to correct their actions to reflect boundaries. This privacy policy is not intended to, nor does it, create any legal right on behalf of any party. TIWL uses your data to provide and improve the site. By using the Site, you agree to the collection and use of information in accordance with the website host’s policies.
SCOPE:
18. Scope of Services Client desires to hire TIWL to provide services as defined below: (a) coaching , online or in person experiences, speaking, individual / institutional/ group consulting, and other services related to social, mental and emotional wellness including :(i) services face to face, electronic, video, via phone or via time spent completing tasks relating to the client (ii) for the purpose of social and emotional wellness (iii) to support client goals (b) Additional services, beyond those described above, will require additional fees and terms to be discussed and agreed upon by the parties.
PERSON’S UNDER 18:
18a. TIWL services (including coaching) within the scope are delivered to person’s 18 and older. Person’s under 18 may attend services labeled as “experiences” digitally or in person if 1. TIWL expressly has stated they are allowed to attend 2. The experience is attended by the legal guardian of the person under 18 who supervises the minor and allows them to attend at their discretion. 3. The minor is at least 13 years old.
The legal guardian takes sole and full responsibility for the care, actions and safety of the person who is not a legal (in the USA) adult . While TIWL permits the supervised participation of person’s under 18 in “experiences,” services and topics, are not censored. Person’s under 18 may NOT have access to, view, nor participate in live digital chat features of any TIWL services. This is for the protection of the person under 18.
CLIENT DUTIES FOR VARIED AGREED UPON SERVICES:
19. Client Duties include:
(a) Compensation: In consideration for the services provided by TIWL to Client as set forth in paragraph 1 above, Client agrees to pay company’s full fee unless a discount has been negotiated and agreed upon for a specified time. Company’s obligation to render services hereunder is conditioned upon Client’s payment of said fee on a timely basis. Therefore, said fees are due at the time of service. If said fee is not in receipt by the day of service, TIWL will pursue with the intent to receive the agreed upon payment for the service. Company reserves the right to withhold delivery of Services until all outstanding fees and assessed penalties are paid in full.
(b) Tools to be Provided by Client: Client agrees to provide all tools, information and documentation that may be required by Company to effectively perform said responsibilities in connection with the performance of services.
(c) Expenses: Client agrees to reimburse company for expenses incurred by TIWL solely on client’s behalf that have not been agreed upon as the responsibility of the company, such as travel expenses, and the like; provided, however, that any single expense or related group of expenses must first be approved by client in writing, otherwise, client will have no obligation to pay such expense. Company agrees to provide client with a monthly expense invoice, and client agrees to make payment to Company within thirty (30) days from date of delivery of said expense invoice to client.
(d) Additional Client Duties: Client is expected to be fully present during services sessions, be responsive to requested deliverables in a timely manner, work with To Indy, With Love to prioritize their stated needs, and provide feedback on the service delivery.
AGREEMENT TERM AND CANCELLATION:
20. Term The term of this Agreement shall be exactly from October 2020 and remain indefinitely until it is updated or amended.
21. Cancellation Of Agreement Client may cancel this agreement for any reason as long as agreed upon payment has been received for services rendered and ongoing work that was requested by the client. Cancellation of this agreement by client will not extinguish client’s obligation to pay the fee through the last day of service performance.
In the event Client cancels this agreement, client will also remain obligated to pay all pre-approved expenses incurred by company on client’s behalf through the last day of performance. TIWL may cancel this agreement at any time for any reason by providing written notice to Client with 7 days notice. In the event that TIWL cancels the agreement. The company will decline to collect payment for future services - as these services are no longer applicable for payment.
GUARANTEES:
22. No Guarantees TIWL cannot guarantee the outcome of social and emotional wellness services and company’s comments about the outcome are expressions of opinion only. TIWL makes no guarantees other than that the services shall be provided to client in accordance with the terms of this agreement. Client acknowledges that TIWL cannot guarantee any results for mental wellness education and support services, as such outcomes are based on subjective factors that cannot be controlled by company.
NON-DISCLOSURE AGREEMENT :
23. Non Disclosure: This Non-Disclosure Agreement (the “Agreement”) is entered into and effective as of 1st day of October, 2020 (the "Execution Date"), By And Between To Indy, With Love, a Limited Liability Company, incorporated under the laws of the state of Indiana, having a zip code of 46219. OF THE FIRST PART-AND- Clients are, individuals and institutions , having an address in any number of places around the world (the "Recipient"). OF THE SECOND PART. The company and the recipient may be referred to individually as "Party" and collectively as the "Parties." The Parties hereto, intending to be legally bound, and in consideration of the mutual covenants hereinafter contained.
Background: 1. TIWL disclosing confidential information to the recipient is contemplating a possible transaction for the purpose of: social and emotional wellness services 2. In connection with the purpose, the recipient has either requested certain confidential information (the "Confidential Information") or due to the relationship between the parties, the recipient will have access to certain confidential information (for example: The detailed coaching methods and intellectual property of To Indy, With Love). In Consideration Of TIWL disclosing confidential information to recipient for the permitted purpose and desiring that recipient maintain the confidentiality of said information, the Parties do hereby agree as follows:
23a. Definition Of Confidential Information Recipient acknowledges that they will have access to and become acquainted with various trade secrets, inventions, software, innovations, processes, information, records, passwords and specifications owned or licensed by TIWL and/or used by TIWL in connection with the operation of its business including, without limitation, the TIWL’s contacts, business and product processes, proprietary formulas, systems, procedures, methods, customer lists, distributor lists, marketing plans, business plans, finances and agreements with third parties (hereinafter referred to as “Confidential Information”) in pursuit of the purpose. Confidential Information shall not include any information which (a) becomes available to the public through no breach of confidentiality by recipient, (b) was in recipient’s possession prior to receipt from the disclosure, (c) is received by recipient independently from a third party free to disclose such information, or (d) is independently developed by Recipient without use of TIWL’s confidential information.
As used herein, “Confidential Information” shall mean any and all technical and non-technical information provided by either party to the other that is marked or otherwise identified at the time of disclosure as confidential or proprietary, whether in graphic, electronic, written or oral form, and including but not limited to any ideas, techniques, drawings, designs, descriptions, specification, works of authorship, patent applications or other filings, models, inventions, processes, algorithms, software source documents, and formulae related to the current, future, and proposed technologies, products and services of each of the parties, and also any information concerning research, experimental work, development, financial information, purchasing, customer lists, investors, employees, business and contractual relationships, business forecasts, business plans, proprietary information, personally-identifiable information, sales and merchandising, marketing plans of or related to the disclosing Party and information the disclosing Party provides regarding or belonging to third parties.
All written and oral information and materials disclosed or provided by TIWL to the Recipient under this Agreement constitute Confidential Information regardless of whether such information was provided before or after the date of this Agreement or how it was provided to the Recipient.
23b. Non-Disclosure Of Confidential Information The Recipient agrees to keep absolutely secret and not to disclose and not to convey any of the aforesaid Confidential Information, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as directed by TIWL. Recipient shall not disclose or permit disclosure of any Confidential Information of the Owner to third parties or to employees of the Recipient, other than directors, officers, employees, consultants and agents who are required to have the information in order to carry out the Engagement. Recipient agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of the Confidential Information of the TIWL in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information.
Such measures shall include, but not be limited to, the highest degree of care that the Recipient utilizes to protect its own Confidential Information of a similar nature, which shall be no less than reasonable care. Recipient agrees to notify TIWL in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of Confidential Information of TIWL which may come to the Recipient’s attention. Each party’s obligation under this Agreement with respect to any portion of the other party’s Confidential Information shall terminate when the Recipient can document that such information:
a) was in the public domain at the time it was communicated to the Recipient by the Owner through no breach of an obligation of confidentiality to TIWL;
b) entered the public domain subsequent to the time it was communicated to the Recipient by the Owner through no fault of the Recipient or other breach of an obligation of confidentiality to TIWL;
c) was in the Recipient’s possession free of any obligation of confidence at the time it was communicated to the Recipient; or
d) was developed by employees or agents of the Recipient independently of and without reference to any information communicated to the Recipient by TIWL.
OWNERSHIP AND RIGHTS OF / TO TIWL:
23c. Ownership And Title Nothing contained in this Agreement will grant to or create in the Recipient, either expressly or impliedly, any right, title, interest or license in or to the intellectual property of the confidential information.
23d. Proprietary Rights The Confidential Information provided by TIWL and all copies thereof, are proprietary to and the property of TIWL. All applicable rights in all copyrights, trademarks, trade secrets, trade names, patents and other intellectual property rights in or associated with the Confidential Information are and will remain in TIWL and Recipient shall have no such intellectual property rights in the Confidential Information.
Recipient may not copy or reproduce the Confidential Information without TIWL's prior written consent, except as reasonably needed to perform its obligations in connection with the Purpose and subject to the following restrictions. Each copy of software or documentation made by Recipient must contain TIWL's proprietary and copyright notices in the same form as on the original. Recipient shall not remove or deface any portion of any legend provided on any part of the Confidential Information.
Recipient shall not reverse engineer, alter, modify, disassemble or decompile any Confidential Information, or any part thereof, without TIWL's prior written consent.
23e. No Rights Granted Recipient understands and acknowledges that the Confidential Information provided is provided for their own use in connection with the Purpose. This Agreement does not constitute a grant or an intention or commitment to grant any right, title or interest in the Confidential Information or TIWL's trade secrets to Recipient. Recipient may not sell or transfer any portion of the Confidential Information to any third party or use the Confidential Information in any manner to produce, market or support its own products.
23f. Return Of Confidential Materials All software, files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of TIWL, whether prepared by the Recipient or otherwise coming into its possession, shall remain the exclusive property of the TIWL (the “Confidential Materials”). The Recipient shall not retain any copies of the Confidential Materials without the TIWL’s prior written permission, including deleting all such copies from the Recipient’s electronic files, electronic storage and/or emails. Upon the expiration or earlier termination of this Agreement, or whenever requested by TIWL, the Recipient shall immediately deliver to the TIWL all such files, records, documents, specifications, information, and other Confidential Materials in its possession or under its control.
23g. Compelled Disclosure In the event any Confidential Information is required to be disclosed by law or order of any government authority having jurisdiction over the Recipient (including as necessary for Recipient to assert a claim in a court of competent jurisdiction), before any such disclosure the Recipient will provide notice to TIWL reasonably sufficient to allow TIWL the opportunity to apply for a protective order or other restriction regarding such disclosure. In the event such Confidential Information is disclosed in such circumstances, such Confidential Information shall continue to constitute Confidential Information in all other circumstances pursuant to this Agreement.
23h. Confidentiality Of This Agreement The Recipient shall not, without the prior written consent of TIWL, use the TIWL's name in any advertising, promotional literature, on any websites or publish any articles relating to TIWL or this Agreement.
23i. Term This Agreement shall be effective as of the date set forth at the bottom of the document and remain in full force and effect for the following time period: Indefinitely unless the agreement is canceled. The nondisclosure provisions of this Agreement, as applicable to the Recipient's duties with regard to the Confidential Information, shall survive the termination of this Agreement for a period of two (2) years. Notwithstanding the foregoing, the obligations to maintain the confidentiality of Trade Secret information shall last forever, or for as long as such information remains a trade secret under applicable law, whichever occurs first.
23j. Termination Upon termination or expiration of the Agreement, or upon written request of the Owner, the Recipient shall promptly return to the Owner all documents and other tangible materials representing the Owner's Confidential Information and copies thereof. Any breach of this Agreement may result in the termination of the professional relationship between the Owner and the Recipient. In addition, the Recipient may be held monetarily liable for any damages for the breach of this agreement.
23k. Non-Compete
Explanation: TIWL has no issue with others’ being successful or healing. We encourage this strongly. We believe all people have the capacity to be healers. However, TIWL’s property should not be taken, copied, stolen and then competed directly with. Historically businesses & talented professionals in support of community wellness, have not had this deserved protection or credit for their intellectual property – due to social conditions.
Since this business has staff / representatives who are creatives – we protect the intellectual property that goes into the structure, processes and content of our methods. This is done to protect our integrity, risks and investments. If a client or colleague of TIWL, after experiencing our services, would like to offer services in a way that could be viewed as legally similar, we invite that person to communicate directly with us. As fellow community members, representatives of TIWL while protecting TIWL’s property, still seek and desire to cheer on the creative success of our social community of peers.
Non-Compete: During the term of this Agreement and for a period of twelve (12) months following the termination of this Agreement, the Recipient shall not, directly or indirectly, whether as a student, employee, co-venturer, owner, sole proprietor, partner, director, member, consultant, agent, founder, or otherwise, will (a) not engage, participate or invest in any business activity anywhere in the United States that is directly competitive with the principal products or services of TIWL and its subsidiaries (the “Businesses”) (except that it will not be a violation of this paragraph for Recipient to own as a passive investment not more than one percent of any class of publicly traded securities of any entity); nor (b) solicit business from any of the TIWL’s customers and users on behalf of any business that directly competes with the Businesses.
23l. Representations In providing the Confidential Information, TIWL makes no representations, either expressly or impliedly as to its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trademark infringement that may result from the use of such information.
23m. Remedies The Recipient agrees that its obligations set forth in this Agreement are necessary and reasonable in order to protect the TIWL and its business. The Recipient agrees that due to the unique nature of TIWL’s Confidential Information, monetary damages would be inadequate to compensate TIWL for any breach of this Agreement by the Recipient. Accordingly, the Recipient agrees and acknowledges that any such violation or threatened violation shall cause irreparable injury to TIWL and that, in addition to any other remedies that may be available, in law, in equity or otherwise, TIWL shall be entitled (a) to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the Recipient, without the necessity of proving actual damages, and (b) to be indemnified by the receiving party from any loss or harm, including but not limited to attorney’s fees, arising out of or in connection with any breach or enforcement of the Recipient’s obligations under this Agreement or the unauthorized use or disclosure of TIWL’s Confidential Information.
INDEPENDENT CONTRACTOR WORK : (Including Speaking & Consulting)
24. Independent Contractor (a) Independent Contractor Relationship: The Parties agree that TIWL is independent contractor under this Agreement and TIWL shall not be rendered an employee, partner, agent of or joint venturer with the Client for any purpose. TIWL shall continue to provide similar Services for entities other than the Client and holds itself out to the public to be a separate business entity. TIWL shall retain sole and absolute discretion in the manner and means of carrying out the activities and responsibilities under this Agreement. TIWL shall be responsible to the ownership and management of the Client, but TIWL will not be required to follow or establish a regular or daily work schedule. TIWL will not rely solely on the equipment or offices of Client for completion of tasks and duties set forth pursuant to this Agreement. Any advice given to TIWL regarding services performed for the Client shall be considered a suggestion only, not an instruction or demand. Client retains the right to inspect, stop or alter the work of TIWL to assure its conformity with this Agreement and Client needs. TIWL and Client agree to conform to any and all IRS tests necessary to establish and demonstrate the independent contractor relationship between Client and TIWL.
(b) Taxes & Benefits: TIWL will be responsible for filing its own tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Client shall not be responsible for withholding taxes with respect to TIWL’s compensation. Company shall have no claim against Client for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits or employee benefits of any kind.
THIS AGREEMENT & LAW:
Indemnity: If TIWL is sued because of a client’s use of or conduct relating to TIWL, the client must contribute to the payment of the suit proceedings. Client’s indemnify TIWL from all losses and liabilities, including legal fees, that arise from these terms or relate to your use of TIWL’s services. TIWL reserves the right to exclusive control over the defense of a claim covered by this clause. If TIWL uses this right then the client helps TIWL in TIWL’s defense. Client’s obligation to indemnify under this clause also applies to TIWL subsidiaries, affiliates, officers, directors, employees, agents and third party service providers.
25. Warranties (a) TIWL’s Warranties: TIWL represents, warrants and covenants that TIWL has full authority to enter into this Agreement and that all of the services, whether performed by TIWL or any of its subcontractors, will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable and qualified personnel.
(b) Client’s Warranties: Client represents, warrants and covenants that Client has full authority to enter into this Agreement and has or will obtain, during all times relevant hereunder, all of the necessary consents, rights, licenses, clearances, releases or other permissions to lawfully consummate the transactions and lawfully discharge, in all material respects, each and every of Client’s obligations or duties set forth hereunder, whether performance is due now or hereafter during the Term.
(c) EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED THROUGHOUT THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.
26. Limitation Of Liability (a) IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND
(b) IN NO EVENT SHALL A PARTY’S LIABILITY EXCEED THE FEES PAID UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY.
(c) THE FOREGOING LIMITATIONS IN THIS SECTION 11 SHALL NOT APPLY TO A BREACH OF CONFIDENTIALITY BY A PARTY HEREUNDER OR THE OBLIGATIONS UNDER PARAGRAPHS 6, 9 AND 19.
27. Effect Of Headings The subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions.
28. Neutral Construction This Agreement was prepared by TIWL and/or TIWL’s legal counsel. It is expressly understood and agreed that this Agreement shall not be construed against TIWL merely because it was prepared by its counsel; rather, each provision of this Agreement shall be construed in a manner which is fair to both parties.
29. Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
30. Assignment This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and assigns; provided, however, that Client may not assign any of its rights under this Agreement, except to a wholly owned subsidiary entity of Client. No such assignment by Client to its wholly owned subsidiary shall relieve Client of any of its obligations or duties under this Agreement.
31. Notices All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows:
To Company at: Info@ToIndWithLove
To The client at: The email address they provide to begin the service.
32. Governing Law; Venue; Mediation This Agreement shall be governed by the laws of the State of Indiana, without regard to conflicts of law principles. If a dispute arises out of this Agreement that cannot be resolved by mutual consent, the Client and TIWL agree to attempt to mediate in good faith for up to thirty (30) days after notice is given. If the dispute is not resolved between the Client and TIWL, the two parties agree to resolve this dispute in the district courts of the relevant courts located in any state or federal court located in Marion County, Indiana.
33. Severability If any term, provision, covenant or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
34. Notice Of Immunity From Liability: An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.
35. Impossibility Of Performance Neither party to this Agreement shall be deemed to be in violation of this Agreement if it is prevented from performing any of its obligations hereunder for any reason beyond its control and without fault, including without limitation, acts of God or of the public enemy, man-made disaster, flood or storm, pandemic, strikes or statutory regulation or rule of any federal, state, or local government, or any agency thereof, however, the Party so delayed shall exercise its best efforts to remedy any such cause of delay or cause preventing performance.
INDOOR / OUTDOOR MOVEMENT:
36. Indoor / Outdoor Movement Coaching Waiver and Release of Liability I HEREBY ASSUME ALL OF THE RISKS OF PARTICIPATING IN THIS ACTIVITY, including by way of example and not limitation, any risks that may arise from negligence or carelessness on the part of the persons or entities being released, from dangerous or defective equipment or property owned, maintained, or controlled by them or because of their possible liability without fault.
I certify that I am physically fit enough to participate of my free will, have sufficiently prepared or trained for participation in the activity, and have not been advised to not participate by a qualified medical professional. I certify that there are no health-related reasons or problems which preclude my participation in this activity.
I acknowledge that this Waiver and Release of Liability Form will be used by the organizers of the activity in which I may participate, and that it will govern my actions and responsibilities at said activity.
In consideration of my application and permitting me to participate in this activity, I hereby take the actions noted below for myself, my executors, administrators, heirs, next of kin, successors, and assigns vis-à-vis the following ENTITIES OR PERSONS: To Indy, With Love, it’s staff / representatives, contractors, volunteers, representatives, and agents, the activity holders, activity sponsors, activity property owners and activity volunteers.
(A) I WAIVE, RELEASE, AND DISCHARGE the entities or persons mentioned in this paragraph from any and all liability, including but not limited to, liability arising from the negligence or fault of the entities or persons released, for my death, disability, personal injury, property damage, property theft, or actions of any kind which may hereafter occur to me including my traveling to and from this activity;
(B) I INDEMNIFY, HOLD HARMLESS, AND PROMISE NOT TO SUE the entities or persons mentioned in this paragraph from any and all liabilities or claims made as a result of participation in this indoor / outdoor activity, whether caused by their negligence or otherwise.
I acknowledge that To Indy, With Love, it’s staff and representatives, and/or employees, volunteers, representatives, contractors and agents are NOT responsible for the errors, omissions, acts, or failures to act of any party or entity conducting a specific activity on their behalf.
I acknowledge that this activity may involve a test of a person's physical and mental limits and carries with it the potential for death, serious injury, and property loss. The risks include, but are not limited to, those caused by terrain, facilities, temperature, weather, wildlife, condition of participants, equipment, vehicular traffic, actions of other people, and personal choices including, but not limited to, participants, volunteers, spectators, and activity monitors, and/or producers of the activity, and lack of hydration. These risks are not only inherent to participants, but are also present for volunteers.
I hereby consent to receive medical treatment which may be deemed advisable in the event of injury, accident, and/or illness during this activity.
BROAD EXTENT:
37. Broad Extent: The Accident Waiver and Release of Liability shall be construed broadly to provide a release and waiver to the maximum extent permissible under applicable law. I certify that I have read this document and I fully understand it’s content. By booking these services whether paid or unpaid, and having the choice to review this agreement, I am stating I am aware that this attachment is a release of liability and a contract I have agreed to of my own free will.
CHANGE:
38. Right To Change: To Indy, With Love & it’s staff and representatives reserve the right to change this site, its content, its focus, and / or its platform at their discretion and at any time.
AGREEMENT:
39. Entire Agreement This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, and no statement, representation, warranty or covenant has been made by either party, except as expressly set forth herein. The parties hereto are independent contractors.
40. No Waiver :No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
41. Survival : Any provision of this Agreement which by its terms imposes continuing obligations on either of the Parties shall survive termination of this Agreement.
42. Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Thank you for supporting and honoring this small business. By booking services with To Indy, With Love these terms are being agreed to. Questions are welcome.