Private Coaching Terms and Conditions

These Terms and Conditions (“Terms”) are a legal document between you the coachee (“Participant” or “you” or “your”) and RGP Development LLC (“RGP”) made as of date of your purchase (“Effective Date”) regarding your participation in Private Coaching (“Session”). By accessing or using the Session you accept the Terms. If you do not accept the Terms, do not access or use the Session.  RGP and you may be referred to collectively as the “Parties” or individually as “Party.” 

Session Description. The Session begins the moment you access the Session and ends 60 minutes thereafter (“Participation Period”). Upon your agreement to  these Terms you will gain access to the Session, which consists of the following:Session documents and pre-recorded materials available at  biotypes.teachable.com.1 private coaching call with your assigned Certified BioType Coach.The content of this Session will be provided to you via Google Meet or Zoom. The Session design is subject to change at any time at the sole discretion of RGP. Session access will be available to you during the Participation Period subject to you complying with these Terms. Your access to the Session will end at the conclusion of the Participation Period. The information contained in the Session is for educational and informational purposes only. RGP reserves the right to substitute comparable Session content at its sole discretion. 

Payment. Participant agrees to pay RGP the Session Fee for participation in the Session

The Session Fee is nonrefundable. If any payment under these Terms is returned or declined as insufficient or for any other reason, RGP will remove the Participant from access to and participation in the Session until paid in full. RGP may also pursue collection of any balance owed on the Session Fee through any lawful means.

Code of Conduct. The Participant agrees to conduct themselves in a professional manner, and in a way that is for the benefit of and not disruptive to the Session. The Participant expressly agrees to discuss any dissatisfaction or challenges regarding the Session with RGP’s representatives, and any resolutions or lack thereof arising out of such discussions will be kept confidential. The Participant understands that disruptive behavior and/or any form of hate speech or discrimination from the Participant may result in immediate revocation of the Participant’s access to the Session.Rules governing participation in the Session are as follows:Direct Messages. Participant shall not direct message RGP staff with billing, coaching, technical support, or other questions. All questions must be directed to info@rgpdevelopment.com. 

Confidentiality. During the Session, RGP may divulge to you sensitive information about RGP’s businesses, clients, processes, data, know-how, and other sensitive information that is intended to be kept confidential, whether or not marked as confidential or proprietary (“Confidential Information”). You shall keep Confidential Information strictly confidential and not disclose Confidential Information to any third party without RGP’s express written permission.Recording. Participant agrees that sessions may be recorded for Quality Assurance purposes. These recordings will not be made public or distributed without permission of Participant. If Participant requests that the Session or parts of the Session not be recorded, Participant waives all rights to make claims against RGP and RGP Coaches, customers, or clients, for activities or claims conducted during the session.

Ownership of Materials. Confidential Information and any and all materials, including video, audio, and written materials, shared with you by RGP at any time during the Session or thereafter, whether verbal or written physically or electronically (“Materials”), are the property of RGP. All rights not expressly granted herein are reserved by RGP. You acknowledge RGP’s sole ownership of the Session, including the Materials, and any associated goodwill, and that RGP retains all right, title, and interest in and to the Session, including the Materials, and any and all variations, modifications, or adaptations thereof, including all copyrights and trademarks thereto. RGP is the sole beneficiary of the goodwill associated with your use of the Materials. Any reproduction, use, or appropriation of Confidential Information or Materials without RGP’s express written permission is strictly prohibited.

Changes. RGP reserves the right to: (a) update and change these Terms; (b) change the Session or any aspect of it at any time; and (c) discontinue the Session. 

No Warranties; Disclaimer. RGP DOES NOT GUARANTEE YOUR SATISFACTION WITH THE SESSION OR RESULTS. RGP MAKES NO WARRANTIES REGARDING THE SESSION AND HEREBY DISCLAIMS ALL WARRANTIES THAT MIGHT OTHERWISE BE IMPLIED BY LAW. YOU UNDERSTAND AND AGREE THAT RGP IS NOT ENGAGED IN THE PRACTICE OF MEDICINE OR MENTAL HEALTHCARE. NO INFORMATION PROVIDED TO YOU SHOULD BE CONSTRUED AS MEDICAL OR MENTAL HEALTH ADVICE AND/OR TREATMENT, AND YOU EXPRESSLY AGREE NOT TO USE ANY INFORMATION FROM THE SESSION FOR MEDICAL OR MENTAL HEALTH ADVICE AND/OR TREATMENT.

Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL RGP BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE SESSION (WHETHER FOR SESSION BENEFITS, TERMINATION, OR OTHERWISE). THIS EXCLUSION WILL APPLY REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification. You agree to defend, indemnify, and hold RGP and its officers, employees, agents, and representatives harmless from and against any and all third-party claims, demands, costs, liabilities, judgments, losses, expenses, and damages (“Claim”) (including attorneys’ costs and fees) arising out of, in connection with, or related to: (a) Your participation in the Session; (b) the termination of these Terms by RGP.

Termination. RGP may immediately terminate these Terms and your participation in the Session upon written notice on any of the following events:You fail to comply with these Terms.You engage in misappropriation or unauthorized disclosure of any Materials or Confidential Information.You engage in activities prohibited by law. RGP Development retains the right to immediately terminate your Session at the discretion of RGP and/or RGP Coaches.

Effects of Termination. In all events of termination of these Terms, all rights granted to you under these Terms or the Session are immediately terminated. You will immediately:Cease all activity relating to the Session;Stop identifying as a participant in the Session;Cease all use of Materials, including any RGP trademarks, copyrights, or other intellectual property; andDestroy any Confidential Information and Materials that you received as part of the Session and confirm to RGP such destruction in writing (email being acceptable).

No Conflict. You represent and warrant that your obligations under these Terms do not breach, violate, conflict with or contravene any oral or written understanding or agreement binding on you.

Miscellaneous. Jurisdiction, Venue, Governing Law. These Terms shall be governed by, construed, and interpreted exclusively in accordance with the laws of California, without regard to any conflict of laws principles. Any arbitration or judicial proceeding arising out of or related to these Terms shall be commenced in Los Angeles County, California.

Waiver of Jury Trial. EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS.

Claim Resolution. If a claim arises out of these Terms, the Party making the claim shall first communicate the nature of the claim to the other Party via email or telephone. If after thirty (30) days any claim that arises out these Terms cannot be resolved by mutual consent, the Parties agree that all claims arising from or related to these Terms shall be resolved by binding arbitration pursuant to the American Arbitration Association’s rules then in effect.

Severability/Enforceability. The invalidity or unenforceability of any part of these Terms shall not limit the validity or enforceability of its remaining provisions. 

Force Majeure. No Party shall be liable for delays in performance of any duty under these Terms due to causes beyond its reasonable control.

Amendment. Amendment or modification of these Terms may be made by RGP at any time and will be effective upon posting the revised Terms online. Your continued use of the Session after any such changes constitutes your acceptance of the new Terms.

Waiver. No waiver of any provision of these Terms shall be effective unless in writing and signed by both Parties. 

Binding Effect. Each person agreeing to these Terms represents that the agreement to these Terms has been authorized by the Party on whose behalf the person is agreeing and that such person is authorized to do so.

Relationship. These Terms do not create an employer-employee relationship, partnership, joint venture, fiduciary, or agency relationship, and do not create a franchise. You may not make any representation, warranty, or promise on RGP’s behalf.

Assignment. You shall not assign, transfer, or sublicense these Terms, or any right granted under these Terms, in any manner and any attempted assignment, transfer, or sublicense, by operation of law or otherwise, will be null and void. RGP may assign these Terms at its sole discretion without the consent of Participant. 

Survival. The following provisions shall survive the termination or expiration of this Agreement to the fullest extent permitted under applicable law: Sections 4, 5, 6, 7, 9, 10, 11, 12(b), and 14.

Entire Agreement. These Terms contain the entire understanding of the Parties with respect to subject matters contained herein and supersedes any prior written or oral agreements.

IN WITNESS WHEREOF, the Parties have agreed to these Terms as of the Effective Date.