STRUCTURALLY SOUND TERMS & CONDITIONS
By participating in Structurally Sound (hereafter “SS”), signing the Structurally Sound Agreement or accessing the Structurally Sound Member Site (hereafter “Site”) you are agreeing to the following terms.
The terms “Company”, “we”, “us”, and “our” refer to AE Wellness LLC. The term “Site” refers to aewellness.com. The term “Client”, “user,” “you” and “your” refers to clients, client team members (including employees, contractors and other representatives of client and client’s company) and any other users of the site. The terms “Service” and “Program” refers to the services included in Structurally Sound membership as outlined below.
Use of the Service, including all information and educational materials presented herein by AE Wellness LLC, is subject to the following terms and conditions. These Terms and Conditions apply to all clients, and all other users of the site. By using the Site or Service you agree to these Terms and Conditions, without modification, and acknowledge reading them.
- Scope of Services
(a) SS membership includes the following services:
- Access to Bi-weekly private coaching sessions with the AE Wellness team;
- Guidance in developing a personalized AmplifyU and Wellness Action plan;
- Therapy ball equipment needed to make the most out of the program;
- Access to learning materials (the SS Library) on topics related to the Structurally Sound Model on the Site;
- Ability to schedule Amplify Calls on an as-needed basis;
- Support from the AE Wellness team for the duration of the contract by phone or email.
The SS membership services outlined above are hereafter referred to as “the Services” or “Program.”
(b) Any additional services provided by Company to Client may require additional fees to be discussed and agreed upon by the parties.
- Client Duties
(a) Compensation:In consideration for the Services provided by us to you as set forth in paragraph 1 above, you agree to pay us the current program fee at the time of joining as monthly installments. You understand that you will not receive an invoice reminder for these payments. In the event that any authorized charge applied by us to your card fails, you remain responsible for payment as agreed herein, as well as any penalty fees as detailed in paragraph (b).
(b) Late payment fee. If any fee outlined in paragraph (a) remains unpaid on the 7th day following its due date, a penalty fee of ten percent (10%) of the payment due will be assessed. We reserve the right to restrict your access to the Services, or terminate your participation in the Services unless and until all outstanding program fees and assessed penalties are paid in full.
(c) Tools to be Provided by You. You agree to provide all tools, information and documentation that may be required by us to effectively perform said responsibilities in connection with the Services.
(d) Additional Client Duties. You understand that your success in the program is dependent upon your level of participation in the Services. In order to get the most out of the Service, you must also work to implement the tools and strategies learned throughout the Service, and make considerable efforts toward your own personal development on your own time during the term of Services. You are responsible for requesting additional support from us, if needed.
The term of these Terms and Conditions shall be on a month by month basis. Access to membership benefits are available as long as membership is active and paid in full.
- Cancellation and Refunds
We do not allow refunds for any subscriptions. You may cancel your membership at any time after your first three months.
We may cancel your Program membership at any time for any reason by providing written notice to you. In the event that we cancel your membership, we will provide a prorated refund of program fees to be calculated based on the time left in the program. Notwithstanding our obligation to refund prorated program fees in the event of our cancellation of your membership, no other partial or full refunds will be given to Client for any reason on any date after the Refund Period expires. Neither Client’s cancellation, nor Client’s failure to effectively participate in the program, are grounds for a refund after the Refund Period.
Subscriptions created will not automatically cancel. If you would like to cancel a month-to-month subscription, you may do so at any time after the first three months. Please note, however, that you need to cancel at least 7 business days prior to your renewal date to prevent the next period’s subscription from being processed and billed. Once canceled, you will no longer be charged going forward. Payments for the next billing cycle will not be refunded.
- No Guarantees
We cannot guarantee the outcome of the Services and our comments about the outcome are expressions of opinion only. We make no guarantees other than that the Services described in Paragraph 1(a) shall be provided to you in accordance with these Terms and Conditions. You acknowledge that we cannot guarantee any results of the Services as such outcomes are based on subjective factors (including, but not limited to, your participation) that cannot be controlled by us.
(a) Client Information: Any and all Client information and data of a confidential nature, including but not limited to any and all personal information, health history, movement history (hereinafter referred to as “Confidential Information”), shall be treated by Company in the strictest confidence and not disclosed to third parties or used by Company for any purpose other than for providing Client with the services specified hereunder without Client’s express written consent, other than to comply with law. Confidential Information shall not include any information which (a) becomes available to the public through no breach of confidentiality by Company, (b) was in Company’s possession prior to receipt from the disclosure, (c) is received by Company independently from a third party free to disclose such information, or (d) is independently developed by Company without use of the Client’s Confidential Information.
(b) Participant Information: Client agrees to keep confidential any Confidential Information, as defined in paragraph 6(a), shared by fellow participants in the Program (herein referred to as “Participants”). Any Confidential Information shared by Participants is confidential, Proprietary, and belongs solely and exclusively to the Participant who discloses it. Client agrees not to disclose, reveal or make use of any Confidential Information or any transactions, during discussions, on the Facebook group or otherwise. Client agrees not to use such Confidential Information in any manner other than in discussion with other Participants during the Program. Confidential Information shall not include information rightfully obtained from a third party. Client will keep Participants’ Confidential Information in strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, loss and theft.
(c) Company Information: Client agrees to keep confidential any Confidential Information, as defined in paragraph 6(a), shared by Company in the Program. Any Confidential Information shared by Company, its employees or contractors is confidential, Proprietary, and belongs solely and exclusively to Company. Client agrees not to disclose, reveal or make use of any Confidential Information or any transactions, during discussions, on the Facebook group or otherwise. Client agrees not to use such Confidential Information in any manner other than in discussion with other Participants during the Program. Confidential Information shall not include information rightfully obtained from a third party. Client will keep Company’s Confidential Information in strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, loss and theft.
(d) Non-Disparagement: Client shall, during and after the participation in the Program refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding Company, or any of Company’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.
(e) Violations of Confidentiality: Client agrees that if Client violates or displays any likelihood of violating this paragraph 6 the Company and/or the other Program Participant(s) will be entitled to injunctive relief to prohibit any such confidentiality violations to protect against the harm of such violations.
- Independent Contractors
(a) Independent Contractor Relationship: These Terms and Conditions shall not render Company an employee, partner, agent of, or joint venturer with the Client for any purpose. Company is and will remain an independent contractor in its relationship to the Client. Company is or remains open to conducting similar tasks or activities for entities other than the Client and holds itself out to the public to be a separate business entity. Company shall retain sole and absolute discretion in the manner and means of carrying out the activities and responsibilities under these Terms and Conditions. Company shall be responsible to the ownership and management of the Client, but Company will not be required to follow or establish a regular or daily work schedule. Company will not rely solely on the equipment or offices of Client for completion of tasks and duties set forth pursuant to these Terms and Conditions. Any advice given to Company regarding services performed for the Client shall be considered a suggestion only, not an instruction. Company and Client agree to conform to any and all IRS tests necessary to establish and demonstrate the independent contractor relationship between Client and Company.
(b) Taxes & Benefits: Company 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 Company’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.
- Ownership of Intellectual Property
Client agrees that the Program contains proprietary content (“Intellectual Property”) that is owned solely by Company and/or its licensors and is protected by copyright, trademark, and any other applicable intellectual property laws. Company retains the sole right to use, reproduce, and distribute the Intellectual Property throughout the world in any and all mediums. Company grants Client a license to use the Intellectual Property solely for Client’s own noncommercial purposes. Client agrees that it has no right to create derivatives of, share, reproduce, distribute, modify, translate, post, license, sell, loan or otherwise exploit the Intellectual Property, whether commercially or non-commercially, and acknowledges that doing so constitutes a violation of law. For the avoidance of doubt, Client agrees not to create any derivative products, blog posts, websites, guides, worksheets, tool kits, videos, audio recordings, or the like based on Company’s Intellectual Property or that in any way violate Company’s Intellectual Property. Any registered or common law trademark, service mark, logo or tagline used in conjunction with the Program is property of the Company. Client may not use such trademarks or service marks for any purpose except with written permission by Company.
(a) Company’s Warranties: Company represents, warrants and covenants that, Company has full authority to enter into these Terms and Conditions and all of the Services, whether performed by Company 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 these Terms and Conditions 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 THESE TERMS, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.
- Limitation of Liability
(a) IN NO EVENT SHALL COMPANY HAVE ANY LIABILITY TO CLIENT FOR (I) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, DENIAL OF SERVICE, ATTACK, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE; (II) LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL OR DATA; AND (III) THIRD PARTY THEFT OF, DESTRUCTION OF, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF YOUR INFORMATION OR PROPERTY, REGARDLESS OF OUR NEGLIGENCE, GROSS NEGLIGENCE, FAILURE OF AN ESSENTIAL PURPOSE AND WHETHER SUCH LIABILITY ARISES IN NEGLIGENCE, CONTRACT, TORT, OR ANY OTHER THEORY OF LEGAL LIABILITY. COMPANY HAS NO LIABILITY 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 EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND
(b) IN NO EVENT SHALL COMPANY’S LIABILITY TO CLIENT EXCEED THE FEES PAID BY CLIENT UNDER THESE TERMS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY.
(c) THE FOREGOING LIMITATIONS IN THIS SECTION 10 SHALL NOT APPLY TO A BREACH OF CONFIDENTIALITY BY A PARTY HEREUNDER OR THE OBLIGATIONS UNDER PARAGRAPHS 9 AND 18.
- Effect of Headings
The subject headings of the paragraphs and subparagraphs of these Terms and Conditions are included for convenience only and shall not affect the construction or interpretation of any of its provisions.
- Entire Agreement; Modification; Waiver
These Terms, coupled with the Structurally Sound Agreement, constitute the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of these Terms and Conditions shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of these Terms and Conditions or the Structurally Sound Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
- Neutral Construction
These Terms and Conditions were prepared by Company and/or Company’s legal counsel. It is expressly understood and agreed that these Terms and Conditions shall not be construed against Company merely because they were prepared by its counsel; rather, each provision of these Terms and Conditions shall be construed in a manner which is fair to both parties.
- Changed Terms
We may at any time amend these Terms and Conditions. Such amendments are effective immediately upon notice to you by us posting the new Terms and Conditions on the Site. Any use of the Site or Service by you after being notified means you accept these amendments. We reserve the right to update any portion of our Site and Service, including these Terms and Conditions at any time. We will post the most recent versions to the Site and list the effective dates on the pages of our Terms and Conditions.
These Terms and Conditions 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 these Terms and Conditions, 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 these Terms and Conditions.
All notices, requests, demands, and other communications under these Terms and Conditions shall be in writing and properly addressed as follows:
AE Wellness LLC
321 N Pass Ave Suite 309
Burbank CA 91505
To Client at Client’s address provided at the time of purchase.
Any party may change its address for purposes of this paragraph by giving the other parties written notice of the new address.
- Governing Law; Venue; Mediation
These Terms and Conditions shall be construed in accordance with, and governed by, the laws of the State of California as applied to contracts that are executed and performed entirely in California. The exclusive venue for any court proceeding based on or arising out of these Terms and Conditions shall be Los Angeles County, California. The parties agree to attempt to resolve any dispute, claim or controversy arising out of or relating to these Terms and Conditions by mediation, which shall be conducted under the then current mediation procedures of The CPR Institute for Conflict Prevention & Resolution or any other procedure upon which the parties may agree. The parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration or other dispute resolution procedures.
- Recovery of Litigation Expenses
If any legal action or any arbitration or other proceeding is brought for the enforcement of these Terms and Conditions, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of these Terms and Conditions, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.
If any term, provision, covenant, or condition of these Terms and Conditions is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the These Terms and Conditions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
Questions about these Terms and Conditions? Email us [email protected].
Updated July 2020