Disclaimer

Effective Date: 16 Septemer 2024

Introduction and Purpose

This Disclaimer serves to inform all parties that the services provided by the Peak Sleep, LLC (the “Coach”) are strictly limited to non-medical, coaching, or consultation services aimed at improving sleep. These services are not to be construed as healthcare or clinical psychological services, nor should they be considered a substitute for professional medical advice, diagnosis, or treatment. The Client acknowledges and agrees that the Coach's role is to support and guide the Client in achieving better sleep through non-medical means. It is the Client's responsibility to ensure that they are physically and psychologically fit to participate in such services and to seek professional medical advice when necessary.

Coach Qualifications

The Coach, in providing services under this agreement, represents that they possess substantial expertise and experience in the field of behavioral sleep medicine. It is expressly understood that such expertise is offered in the capacity of a consultant or coach, and not under the guise of any licensed or certified healthcare profession. The Coach's role is to provide guidance and support based on their knowledge and experience in behavioral sleep medicine, without implying any form of medical or healthcare licensure or certification.

Nature of Services

This Agreement specifies that the Coach shall offer certain services to the Client. The scope of services provided under this Agreement is strictly limited to [describe the specific services to be provided] and does not extend beyond the parameters explicitly stated herein. It is crucial to understand that the services rendered by the Coach are not to be construed as medical or psychological treatment or therapy of any kind. The Coach does not represent itself as a licensed medical or psychological professional, and the services offered are not intended to diagnose, treat, cure, or prevent any medical or psychological condition.

The Client acknowledges and agrees that any information provided by the Coach is for general informational purposes only and should not be taken as medical or psychological advice. The Client is encouraged to seek professional medical or psychological advice for any health-related concerns. The Coach's role is limited to providing the services described herein, and any decision to act upon the information provided is solely the responsibility of the Client.

Client Acknowledgment

This Agreement is entered into by and between the Coach and the Client, each referred to herein as a "Party" and collectively as the "Parties". The Client hereby acknowledges and agrees as follows:

The services provided by the Coach under this Agreement are of a non-medical nature and are not intended to diagnose, treat, cure, or prevent any disease, disorder, or medical condition.
The Client understands that the relationship established by this Agreement does not constitute a patient-therapist relationship, and should not be construed as medical or health care advice.
The Client acknowledges that it is their responsibility to consult with a healthcare professional regarding any medical or health-related diagnosis or treatment options.
The Client agrees that any information provided by the Coach is for informational purposes only and is not a substitute for professional medical advice, diagnosis, or treatment.

The Client confirms that they have read, understood, and agreed to the terms outlined in this acknowledgment.

Limitation of Liability

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL THE COACH, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR AFFILIATES, BE LIABLE TO THE CLIENT, OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; (III) ANY CONTENT OBTAINED FROM THE SERVICES; AND (IV) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

It is expressly clarified that the services provided by the Coach under this Agreement are advisory in nature and are not intended to be clinical or healthcare services. The Client acknowledges and agrees that the Coach is not providing clinical or healthcare services and that the Client is responsible for seeking such services from a qualified healthcare provider, as necessary.

Confidentiality

This Agreement imposes strict confidentiality obligations upon the Coach with respect to any and all information related to the Client's business, operations, or services (hereinafter referred to as "Confidential Information"). The Coach agrees not to disclose, replicate, or use the Confidential Information for any purpose outside the scope of the services provided under this Agreement, except with the prior written consent of the Client.

Notwithstanding the foregoing, the Coach may disclose Confidential Information if required to do so under applicable law, regulation, or a valid and enforceable court order. In such an event, the Coach shall promptly notify the Client of the legal requirement to disclose the Confidential Information, unless prohibited from doing so by law, and shall disclose only the minimum amount of Confidential Information necessary to comply with the legal obligation.

Governing Law

This Disclaimer 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. Both the Coach and the Client agree to submit to the jurisdiction of the courts located within the state of California for the resolution of any disputes arising out of or relating to this Disclaimer or the use of the Confidential Information.

Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof ("Dispute"), the parties shall first seek to resolve the Dispute amicably through good faith negotiations within thirty (30) days from the date of notification of the Dispute by one party to the other.

If the Dispute cannot be resolved through negotiations, the parties agree to submit the Dispute to mediation in accordance with the Commercial Mediation Rules of the American Arbitration Association. The mediation shall take place in California, and the parties shall equally share the costs of the mediation.

Should mediation fail to resolve the Dispute within sixty (60) days from the start of mediation, either party may then initiate arbitration in California pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or if no agreement can be reached, then by an arbitrator appointed in accordance with the said rules. The decision of the arbitrator shall be final and binding upon the parties, and judgment upon the award rendered may be entered in any court having jurisdiction thereof.

Nothing in this clause shall prevent either party from seeking injunctive relief or other equitable remedies from a court of competent jurisdiction in California in the event of a breach of Confidential Information or other urgent legal matters.

Amendment and Termination

This Agreement may be amended or terminated only upon the mutual written agreement of both the Coach and the Client. Notwithstanding the foregoing, either party may terminate this Agreement upon providing thirty (30) days written notice to the other party. In the event of termination, the Client shall remain liable for any fees or charges incurred prior to the effective date of termination. Furthermore, upon termination, each party shall return or destroy all Confidential Information of the other party in its possession and certify in writing to the other party that it has done so, except as required to be retained by law or regulation.

Any amendment or termination of this Agreement shall be without prejudice to any rights which have accrued to either party prior to such amendment or termination. This clause shall survive the termination of this Agreement.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties. No amendment or modification of this Agreement shall be deemed effective unless made in writing and signed by both parties.

Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without the consent of the other party, to any successor in interest or any entity that acquires substantially all of the business or assets of such party, whether by merger, reorganization, acquisition, sale, or otherwise.

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any Dispute arising out of or in connection with this Agreement shall be resolved by arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in California, and the decision of the arbitrator(s) shall be final and binding upon the parties.

The failure of either party to enforce any right or provision of this Agreement shall not be deemed a waiver of such right or provision unless acknowledged and agreed to by the party in writing.

Any notices required or permitted to be given hereunder shall be in writing and shall be effectively given if delivered personally, sent by registered mail, or by email, to the address or email address specified by the parties. Any such notice shall be deemed to have been received on the date of delivery if delivered personally, or on the date of sending if sent by email.