Terms of Use

This Terms of Use is effective as of [Last Updated: 16 September 2024].

Introduction and Purpose

This Terms of Use Agreement ("Agreement") is entered into by and between Peak Sleep, LLC (the "Coach") and the Client (collectively referred to as the "Parties") and governs the use of the Coach's services (the "Services") and the website peaksleep.com (the "Website"). The purpose of this Agreement is to establish the terms and conditions under which the Client may access and use the Services provided by the Coach and interact with the Website. By accessing or using the Services or the Website, the Client agrees to be bound by the terms of this Agreement. This Agreement is effective upon the Client's acceptance as evidenced by their use of the Services or access to the Website.

Definition of Services

For the purposes of these Terms of Use, "Services" shall refer to the coaching and consultation services provided by the Coach to the Client, which are designed to assist in improving sleep. These Services may include, but are not limited to, providing advice, strategies, and techniques aimed at enhancing the quality of sleep. Additionally, "Services" includes access to and use of the Website, online resources, and any interactive features or content provided through the Website.

 

It is expressly understood and agreed that the Services provided under these Terms of Use are not healthcare or clinical services, do not constitute medical advice, and are not intended to diagnose, treat, cure, or prevent any disease, condition, or medical issue. Clients are advised to seek professional medical advice for those purposes.

Website Usage and Account Creation

1. The Client agrees to use the Website only for lawful purposes and in accordance with these Terms of Use.
2. To access certain features of the Website or Services, the Client may be required to create an account. The Client agrees to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.
3. The Client is responsible for maintaining the confidentiality of their account and password and for restricting access to their computer or mobile device. The Client agrees to accept responsibility for all activities that occur under their account or password.
4. The Coach reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders at its sole discretion.

No Healthcare Services Disclaimer

The Services, including but not limited to coaching and consultation services provided by the Coach, are designed to assist in improving sleep and do not constitute medical or health care services. They should not be considered as a substitute for professional medical advice, diagnosis, or treatment. The Client acknowledges and agrees that the Coach is not providing medical, psychological, or any other type of health care advice or services. Any information provided during the course of the Services or through the Website is for general informational purposes only and should not be relied upon for any healthcare decisions. The Client is advised to consult with a qualified healthcare professional for advice on medical issues related to their health and well-being.

Qualifications of the Coach

The Coach represents and warrants that it possesses the necessary qualifications, expertise, and experience to provide the Services as defined herein. However, the Client acknowledges that the Services provided by the Coach under the terms of this agreement are not licensed psychological services, medical advice, or any form of healthcare services. The Coach shall make no representations, warranties, or guarantees to the Client regarding the outcomes of the Services provided.

The Coach shall ensure that all descriptions, representations, and claims about the Coach's qualifications and expertise are accurate, not misleading, and comply with all applicable laws and regulations within the jurisdiction of CA. The Coach is prohibited from making any claims that could be construed as providing licensed psychological, medical, or healthcare services unless such services are explicitly provided by a duly licensed professional and such professional services are clearly delineated from the Services provided under this agreement.

Client Acknowledgement and Consent

This Agreement is entered into by and between the Coach and the Client, whereby the Client acknowledges and understands that the Services provided by the Coach are not Licensed Psychological Services and are not intended to replace professional medical advice, diagnosis, or treatment. The Client confirms that they have consulted with a healthcare provider regarding their sleep issues prior to engaging the Services and have obtained approval from such healthcare provider to proceed with the Services offered by the Coach.

The Client hereby consents to participate in the Services under the terms and conditions set forth in this Agreement and any subsequent amendments or modifications thereto. The Client acknowledges that their participation is voluntary and that they are free to withdraw their consent and discontinue participation in the Services at any time.

By consenting to this Agreement, the Client agrees that they have read, understood, and agree to be bound by the terms and conditions of this Agreement, including any modifications or amendments made from time to time.

Use of Information and Materials

The information and materials provided by the Coach, including but not limited to any advice, recommendations, or strategies related to the Services, are intended solely for the personal use of the Client in connection with the Services provided under this Agreement. The Client acknowledges that such information and materials are provided for the purpose of facilitating the Client's understanding and application of the Services and are not intended as a substitute for Licensed Psychological Services.

The Client agrees not to use such information and materials for any commercial purpose or disclose them to any third party without the prior written consent of the Coach. The Client further agrees to use the information and materials in compliance with all applicable laws and regulations of the jurisdiction of CA. Any unauthorized use, reproduction, or distribution of the information and materials is strictly prohibited and may result in legal action and termination of the Agreement.

Acceptable Use Policy

1. The Client agrees not to use the Website or Services to:
2. a) Violate any local, state, national, or international law or regulation.
3. b) Transmit any material that is unlawful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable.
4. c) Impersonate any person or entity or falsely state or misrepresent their affiliation with a person or entity.
5. d) Interfere with or disrupt the Website, Services, or servers or networks connected to the Website.
6. e) Attempt to gain unauthorized access to any portion of the Website or any other systems or networks connected to the Website.
7. The Coach reserves the right to investigate and take appropriate legal action against anyone who, in the Coach's sole discretion, violates this provision, including without limitation, removing the offending content from the Website and terminating the membership of such violators.
8. The Client agrees to comply with all applicable laws regarding online conduct and acceptable content.

Limitation of Liability

Notwithstanding any other provision in this Agreement, the Coach's total liability to the Client for any claims arising out of or related to the provision of Services, whether in contract, tort, or otherwise, shall not exceed the amount actually paid by the Client to the Coach for the Services from which the claim arose during the twelve (12) month period immediately preceding the claim. This limitation of liability applies to all causes of action in the aggregate, including, without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentation, and other torts.

In no event shall the Coach, its officers, directors, employees, or agents, be liable to the Client or any third party for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever resulting from any:

- Errors, mistakes, or inaccuracies of content,

- Personal injury or property damage, of any nature whatsoever, resulting from your access to and use of our service,

- Any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein,

- Any interruption or cessation of transmission to or from our services,

- Any bugs, viruses, Trojan horses, or the like, which may be transmitted to or through our service by any third party, and/or

- Any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the service, whether based on warranty, contract, tort, or any other legal theory, and whether or not the company is advised of the possibility of such damages.

The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

This limitation of liability section shall survive the termination of this Agreement.

Disclaimer of Warranties

THE COACH MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THEIR SERVICES, THE WEBSITE, OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON OR THROUGH THE SERVICES OR WEBSITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES AND WEBSITE IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COACH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COACH DOES NOT WARRANT THAT THE SERVICES, WEBSITE, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES OR WEBSITE, THEIR SERVERS, OR ELECTRONIC COMMUNICATIONS SENT FROM THE COACH ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COACH OR THROUGH OR FROM THE SERVICES OR WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

 

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. By using the services provided by the Coach or accessing the Website, you agree to the exclusive jurisdiction of the courts of California for any dispute arising out of or in connection with this Agreement. Notwithstanding the foregoing, the Coach reserves the right to seek and obtain injunctive relief in any jurisdiction in relation to breaches of the Confidential Information provisions of this Agreement.

Amendment and Modification

The Coach reserves the right to modify or replace these Terms of Use at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Website or Services after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Website or Services.

Termination

This Agreement may be terminated by either the Coach or the Client at any time upon written notice to the other party if there is a material breach of any provision of this Agreement that is not cured within thirty (30) days after written notice of such breach. In the event of termination, the Coach shall cease Processing any Personal Information of the Client's customers or clients unless otherwise agreed in writing.

 

The Coach reserves the right to terminate or suspend the Client's access to the Website and Services, without prior notice or liability, for any reason whatsoever, including without limitation if the Client breaches any of the terms of this Agreement. Upon termination, the Client's right to use the Website and Services will immediately cease.

Upon termination of this Agreement, the Coach must, at the Client's option, either return or destroy all Personal Information received from the Client in the course of providing services under this Agreement, unless there is a legal obligation to retain the Personal Information. The Coach must also delete all copies of such information in their possession or control, except to the extent that retention of such copies is required by applicable law or regulation.

The obligations to protect Confidential Information shall survive the termination of this Agreement for a period of five (5) years. During this period, the Coach shall continue to ensure that all Confidential Information is protected in accordance with the provisions of this Agreement and applicable law.

Dispute Resolution

In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or disagreements shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules, including the Emergency Interim Relief Procedures.

The arbitration shall be conducted in the English language and the arbitral decision may be enforced in any court. The prevailing party in any arbitration or court proceeding shall be entitled to recover its attorneys' fees and costs from the non-prevailing party.

Nothing in this clause shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Service.

Confidentiality

Both the Coach and the Client (hereinafter referred to collectively as "the Parties") acknowledge and agree that in the course of executing the Agreement, they may receive or have access to confidential and proprietary information belonging to the other party. Such information includes, but is not limited to, business strategies, customer lists, technology, product plans, marketing plans, financial information, and the details of the Services and Licensed Psychological Services ("Confidential Information").

The Parties agree to hold all Confidential Information in strict confidence and not to disclose it to any third party without the prior written consent of the disclosing party. The Parties also agree not to use any Confidential Information for any purpose outside the scope of the Agreement.

Confidential Information shall not include information that:

• is or becomes publicly known through no breach of this clause by the receiving party;
• is received from a third party without breach of any obligation of confidentiality;
• is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information;
• or is required to be disclosed by law, provided that the disclosing party is given a reasonable opportunity to contest such disclosure.

This confidentiality obligation shall survive the termination of the Agreement and remain in effect for a period of five (5) years following the termination of the Agreement.

Intellectual Property Rights

Under this Agreement, all intellectual property rights, including but not limited to copyrights, trademarks, patents, trade secrets, and any other proprietary rights associated with the Services, Licensed Psychological Services, and any materials provided or created in connection with the provision of Services, shall remain the sole property of the Coach. The Client is granted a non-exclusive, non-transferable, limited right to access and use the Services and any materials provided by the Coach solely for personal, non-commercial purposes, subject to the terms of this Agreement.

The Client agrees not to copy, modify, distribute, sell, or lease any part of the Services, Licensed Psychological Services, or any related materials, nor to reverse engineer or attempt to extract the source code of any software provided as part of the Services, without prior written permission from the Coach. The Client acknowledges that any unauthorized use of the intellectual property of the Coach may result in irreparable harm for which damages would be an inadequate remedy, and thus the Coach shall be entitled to equitable relief, including but not limited to injunctions and specific performance, in addition to any other remedies provided by law or in equity.

Any intellectual property developed, created, or arising in the course of the Agreement, specifically in relation to the provision of the Services or Licensed Psychological Services, shall be the exclusive property of the Coach, unless otherwise agreed in writing between the parties. The Client shall cooperate fully with the Coach in protecting such intellectual property rights and shall execute any documents necessary for the prosecution and protection of such rights.

Contact Information

If you have any questions about these Terms of Use, please contact us at:

Peak Sleep, LLC

3400 Cottage Way, Ste G2 #8667

Sacramento, CA 95825

USA

By using the Services or accessing the Website, you acknowledge that you have read these Terms of Use, understood them, and agree to be bound by their terms and conditions.

 

Coaching Agreement

This Coaching Agreement is effective as of [Last Updated: 16 September 2024].

Introduction and Purpose

This Coaching Agreement (the "Agreement") is entered into as of the Effective Date by and between the Peak Sleep, LLC (“Coach”) and the Client, whose names and addresses will be specified in the signature page of this Agreement. The purpose of this Agreement is to establish the terms and conditions under which the Coach will provide coaching services to the Client. The coaching services are designed to facilitate the development and achievement of the Client's personal and/or professional goals. This Agreement is intended to provide a framework for the coaching relationship, outline the responsibilities of both the Coach and the Client, and set forth the terms under which the coaching services will be provided.

Scope of Services

This Agreement is entered into by and between the Coach and the Client, whereby the Coach agrees to provide coaching services focused on sleep improvement ("Services"). It is understood and agreed that these Services are limited to coaching or consulting in nature and are not intended to provide healthcare, medical, or clinical psychological advice, diagnosis, or treatment. The Client acknowledges that the Coach is not acting as a healthcare or medical professional under this Agreement.

Coach's Qualifications

The Coach represents and warrants that they are a licensed psychologist and board certified in behavioral sleep medicine. The Coach agrees to provide the Services to the Client in a non-clinical, coaching capacity, leveraging their expertise and qualifications to facilitate the Client's sleep improvement goals. It is expressly understood that the Services provided under this Agreement are intended for coaching purposes only and do not constitute clinical psychological services or medical advice.

No Healthcare Services Provided

It is expressly understood and agreed by the parties that the Services provided under this Agreement by the Coach to the Client do not constitute healthcare, medical treatment, or psychological services. The Coach is not a licensed psychologist, nor is the Coach board certified in behavioral sleep medicine. The purpose of the Services is to offer coaching focused on sleep improvement and not to diagnose, treat, cure, or prevent any mental health or medical condition. The Client acknowledges that they should consult with a healthcare provider for any medical or psychological concerns and that the Services provided under this Agreement are not a substitute for healthcare or psychological services.

Client Acknowledgement

The Client acknowledges that the coaching services provided under this Agreement ("Services") are not intended as, and shall not be construed as, a substitute for professional medical or psychological treatment. The Client understands that the Coach is not a licensed psychologist nor is board certified in behavioral sleep medicine, and that the Services are focused solely on sleep improvement through coaching techniques.

The Client agrees to independently seek professional medical or psychological treatment when necessary, and acknowledges that the Services provided by the Coach under this Agreement are distinct from and do not replace the need for such professional treatment.

Fees

The Client agrees to pay for the coaching services provided by Coach under this Agreement by purchasing a single session or a package of sessions upfront. The product/serves, the total fee (per session), including duration of each session and the platform used to deliver the product/service, are as follows:

 

Product/Service:

Zone 3 Coaching Session
50 minute 1:1 Coaching Session over Zoom
$350 per Session

Zone 2 Coaching Session
50 minute 1:1 Coaching Session over Zoom
$350 per Session

Direct Referral Coaching Session
50 minute 1:1 Coaching Session over Zoom
$300 per Session

 

Payment of the fee is due in full before scheduling each session. This upfront payment secures the Client's commitment to the coaching process and ensures the availability of the Coach for the duration of the services agreed upon. The fee is non-refundable except as may be explicitly provided in the Termination section and Refund Policy of this Agreement.

Session Interruptions and Technological Difficulties

In the event that a coaching session is interrupted due to technological issues or other unforeseen circumstances, regardless of the source of the interruption, the following policy will apply:

1. a) If the interruption lasts less than 10 minutes, the session will continue as planned, extending the end time if possible to make up for the interruption.
2. b) If the interruption lasts more than 10 minutes, the Coach and Client will attempt to reconnect and complete as much of the session as possible. The remaining time will be rescheduled at a mutually convenient time, or a prorated refund will be issued for the unused portion of the session if rescheduling is not possible.
3. c) The Client is responsible for ensuring they have a stable internet connection and appropriate device for the coaching session. However, this policy applies regardless of the cause of the interruption.

d) In cases of repeated technical issues on the Client's side that significantly impact the coaching process, the Coach reserves the right to require the Client to resolve these issues before scheduling further sessions."

Confidentiality

Both the Coach and the Client acknowledge the importance of confidentiality in their relationship. To this end, the following confidentiality provisions shall apply:

• The Coach agrees not to disclose, reveal, or make use of any information learned about the Client during the course of the Services, without the express written consent of the Client, except as required by law.
• The Client agrees to keep confidential any methodologies, tools, and techniques shared by the Coach during the provision of the Services, except as required by law or with the express written consent of the Coach.

• Confidential information does not include information that: (a) is now or subsequently becomes generally available to the public through no fault of the receiving party; (b) the receiving party can demonstrate to have had rightfully in its possession prior to disclosure; (c) is independently developed by the receiving party without the use of any confidential information of the disclosing party; or (d) the receiving party rightfully obtains from a third party who has the right to transfer or disclose it.

• Upon termination of this Agreement, or upon the Client's written request, the Coach shall return or destroy all materials containing confidential information that are in the possession of the Coach.
• Notwithstanding the above, if the Coach is a licensed psychologist or board certified in behavioral sleep medicine, the Coach may discuss general, non-identifiable case information with supervisors, consultants, or within a peer supervision group for the purpose of professional development, provided that such discussions do not reveal the identity of the Client or any other personal information.

Liability Limitation

The Parties agree that the Coach, under no circumstances, shall be held liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Coach has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Services; (ii) the cost of procurement of substitute goods and services resulting from any goods, services purchased or obtained or messages received or transactions entered into through or from the Services; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the Services; or (v) any other matter relating to the Services.

It is expressly understood and agreed that the Coach is not a licensed psychologist or board certified in behavioral sleep medicine and does not provide psychological or medical advice, diagnosis, or treatment. The Services provided under this Agreement are intended for general informational and educational purposes only, and not as a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. The Client acknowledges that any reliance on the material provided by the Coach is at their own risk.

Intellectual Property

This Intellectual Property clause governs the ownership and use of any materials, documents, software, information, and other intellectual property (collectively, "Intellectual Property") that may be provided by the Coach to the Client in the course of providing the Services under this Agreement. The Client acknowledges that all Intellectual Property provided by the Coach in connection with the Services is owned by the Coach or its licensors and is protected by applicable intellectual property laws. Except as expressly authorized in this Agreement, the Client shall not:

• Copy, modify, distribute, sell, or lease any part of the Intellectual Property;
• Reverse engineer or attempt to extract the source code of any software included in the Intellectual Property;
• Use the Intellectual Property for any purpose other than receiving the Services under this Agreement;
• Claim ownership or intellectual property rights over the Intellectual Property.

The Coach grants the Client a non-exclusive, non-transferable, revocable license to use the Intellectual Property solely for the purpose of receiving and utilizing the Services as outlined in this Agreement. This license does not grant the Client any rights to use the Intellectual Property for any other purpose or in any other manner.

Upon termination of this Agreement, the Client shall immediately cease all use of the Intellectual Property and return or destroy all copies of the Intellectual Property in the Client's possession or control. The Client agrees to provide written certification of the destruction or return of all Intellectual Property to the Coach upon request.

Termination

This Coaching Agreement ("Agreement") may be terminated by either the Coach or the Client at any time with written notice to the other party.

Notwithstanding the foregoing, the Coach may terminate this Agreement immediately, without notice, if the Client fails to comply with any of the terms of this Agreement, or if the Coach determines, in their sole discretion, that continuing to provide Services to the Client is not in the best interest of either party. In such cases, the Client will not be entitled to a refund of any fees paid in advance.

Upon termination, all outstanding obligations of the parties under this Agreement shall cease, except for any obligations that by their nature are intended to survive termination, including but not limited to payment obligations and intellectual property rights.

 

Refund Policy

1. Pre-Paid Sessions

• All coaching sessions must be pre-paid to secure an appointment
• Pre-paid sessions are non-refundable once purchased
• Purchased sessions must be scheduled and completed within 90 days of purchase
•  

2. Appointment Cancellations and Rescheduling

• Cancellations made less than 24 hours before the scheduled appointment time are non-transferrable and will result in forfeiture of the pre-paid session
• No-shows for scheduled appointments will result in forfeiture of the pre-paid session
•  

3. Additional Sessions

• Clients wishing to schedule additional sessions must purchase a new session at the current rate
• New sessions cannot be scheduled until payment is received
• The terms of this policy apply to each individual session purchased

4. General Provisions

• All scheduling and cancellation timestamps will be determined by Peak Sleep's scheduling system
• Refund requests for unused sessions will only be considered in extraordinary circumstances, at the sole discretion of Peak Sleep, LLC
• Any approved refunds will be processed within 14 business days

5. Emergency Situations

• In the event of a documented medical emergency or extraordinary circumstance, Peak Sleep may, at its sole discretion, consider allowing a one-time rescheduling of a session cancelled within the 24-hour window
• Such exceptions must be approved by Peak Sleep management and are not guaranteed

This policy supersedes any prior agreements or representations regarding refunds or cancellations and constitutes the entire understanding between the parties regarding these matters.

For questions about this policy or to request any changes to scheduled appointments, please [email protected].

 

Client Responsibilities

1. Client agrees to:
2. a) Provide accurate and complete information to Coach
3. b) Actively participate in coaching sessions and the implementation of recommended strategies
4. c) Complete any assigned tasks or exercises between sessions
5. d) Notify Coach of any changes in health status or sleep patterns that may affect the coaching process
6. e) Ensure that during video coaching sessions, Client is in a safe, stationary location free from distractions. Client agrees not to participate in sessions while operating a vehicle or engaging in any activity that could compromise their safety or ability to fully engage in the coaching process.
7. f) Maintain privacy during coaching sessions by participating from a private location where Client is alone and free from interruptions. Client agrees to take reasonable measures to prevent others from overhearing or observing the session to protect the confidentiality of the coaching process.

 

Disclaimers

1. The Coach makes no guarantees about the results of the Services. Success depends on various factors, including Client's commitment and implementation of strategies.
2. The Coach does not warrant that the Services will be uninterrupted or error-free.

Dispute Resolution

This Dispute Resolution clause applies to any dispute arising out of or related to this Coaching Agreement, including any question regarding its existence, validity, interpretation, breach, or termination. The parties agree to first attempt to resolve any dispute informally through negotiation between themselves. If the dispute cannot be resolved informally within thirty (30) days of either party notifying the other of the dispute, then the parties agree to submit the dispute to mediation. Mediation shall be conducted in accordance with the rules of the American Arbitration Association (AAA) or another mutually agreed upon mediation service. The mediation shall take place in California, and the parties shall equally share the costs of mediation.

If mediation does not resolve the dispute, either party may initiate arbitration proceedings. Arbitration shall be conducted in accordance with the AAA's Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be held in California, and the arbitrator shall be a neutral third party agreed upon by both parties. The prevailing party in any arbitration or legal proceeding related to this Agreement shall be entitled to recover its reasonable attorney's fees and costs.

Nothing in this clause shall prevent either party from seeking injunctive relief in a court of competent jurisdiction in California to prevent an immediate threat to its property or proprietary rights.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of, or related to, this Agreement or the Services provided hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the city of [City] and County of [County]. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

Entire Agreement

This Agreement constitutes the entire agreement between the parties relating to the subject matter herein and supersedes all prior or contemporaneous oral or written agreements, understandings, representations, and warranties between the parties concerning the Services. No amendment, alteration, or modification of this Agreement shall be binding unless in writing and signed by both parties. This Agreement may not be contradicted by evidence of any prior, contemporaneous, or subsequent oral agreements or discussions between the parties. Parties agree that any understanding or representation not expressly contained in this Agreement shall not be binding.