PILEA, LLC
WELLNESS CONSULTING SERVICES AGREEMENT
This Wellness Consulting Services Agreement (this “Agreement”) will memorialize the terms and conditions of the engagement of Project Atlas, LLC DBA Pilea, a California limited liability company located for notice purposes at 2060 Hibbard St, Alameda, CA 94501 (“Pilea”) with you(“Client”).
ENGAGEMENT; SERVICES. Client hereby engages Pilea, and Pilea accepts such engagement, during the Term (as defined below), pursuant to the terms and conditions set forth in this Agreement. During the Term, Pilea shall render services as a wellness and wellness programming consultant. During the Term, Pilea shall render services as a wellness and wellness programming consultant as set forth in certain detail on Exhibit A to this Agreement (collectively, the “Services”). The timing and manner of the delivery of the Services will be determined by Pilea and Client in their mutual agreement(Quote). As applicable, the Services may at times be rendered to the employees, contractors, or other agents or service providers of Client (each a “Client Party”).
TERM. The term of this Agreement (the “Term”) shall commence on the date of the signed quote and shall continue on a month to month basis until terminated by either party with thirty (30) days’ advance written notice. The Term shall be subject to earlier termination as provided in Section 10 below. Terms for individual services will be detailed on the quote.
CLIENT MATTERS. Client will advise each Client Party of the following matters set forth in this Section 3.
Client Initiative. Each Client Party is solely responsible for creating and implementing his or her own physical, mental and emotional well-being, decisions, choices, and actions, whether or not arising out of the Services rendered to Client hereunder.
Not Therapy. Client understands that the Services are not being rendered as a substitute for therapy if needed, and does not prevent, cure, or treat any mental disorder or medical disease.
Wellness is Holistic. Wellness is a holistic, lifestyle approach to addressing individual stressors and other factors contributing to the general wellness, health, and welfare of Client Parties, including addressing the status of a Client Party’s work-life balance, financial welfare, physical and mental health, personal relationships, and recreation and other enrichment outside of work.
Client Party Implementation. Each Client Party is ultimately responsible for evaluating the factors discussed in Section 3.3, among others, and determining how and when to address these matters.
No Diagnosis or Treatment of Medical Conditions. Pilea will not diagnose or prescribe treatment plans for mental disorders (as defined by the American Psychiatric Association), or any other medical disorder, physical or otherwise. The Services are not a substitute for psychotherapy, psychoanalysis, mental health care, substance abuse treatment, or other medical or professional advice by legal, medical or other qualified professionals. Pilea, may, as part of the Services, assist Client Parties in seeking out appropriate diagnosis and/or treatment from qualified parties, but each Client Party is ultimately responsible for taking the initiative regarding such person’s own health, and following through and acting upon any recommendations Pilea may make.
Existing Care. If a Client Party is currently under the care of a medical or mental health professional, it is recommended that such person consult with their medical and/or mental health professionals prior to engaging in any activities pursuant to Pilea’s recommendations.
Anonymized Data. Client understands and acknowledges, and will inform each Client Party, that certain data compiled by Pilea while rendering the Services will be retained in anonymized form by Pilea.
Limited Expectation Of Privacy. Client understands and agrees, and will inform each Client Party, that Client has no expectation of privacy in respect to any group activity in which any such person engages as part of or as a result of the Services. Client also understand that your Pilea coach may consult with other Pilea coaches and administrators on your behalf in the service of providing you the best coaching services. Coaches will only share as many details as are absolutely necessary to get the support they need and no more. Outside of the Pilea network, coaches and administrators will only share your identity and details with your express permission except in compliance with any legal requirements.
INDEPENDENT CONTRACTOR.
Work Outside of Client. Pilea is, and at all times during the Term shall remain, an independent contractor under this Agreement. As such, Pilea may perform services on behalf of other persons and entities; provided, however, that its rendering of services for other persons and entities shall not materially interfere with its ability to perform the Services.
No Other Relationship. Nothing in this Agreement shall be construed to create any employment relationship, partnership or other venture between Pilea and Client. Neither party shall have the authority whatsoever to bind the other party to any agreement or other matter without the prior written approval of an authorized representative of the such party. Neither party shall hold itself out in any manner that is contrary to the relationship of independent contractor created by this Agreement, and neither party shall become liable or have any obligation whatsoever by reason of any representation, act or omission to the contrary.
COMPENSATION.
Client agrees to pay fees (“Fees”) according to the schedule set forth on the quote hereto, which is hereby incorporated by reference, and which may be unilaterally amended by Pilea from time to time, upon thirty (30) days’ advance notice. Invoiced fees related to Pilea are to be paid by the Client. Client may, for some services, have the option to set up automatic payments for their services.
Late Fees. Client will be responsible for an administrative late fee for all past due Fees equal to the greater of (i) $250.00 or (ii) one-half of one percent (0.5%) of the outstanding Fees for each thirty (30) day period such fees are outstanding (a “Late Fee”). Late Fees, together with any past due Fees shall bear interest at the rate of ten percent (10%) per annum, prorated on a daily basis, based on a 360 day year.
No payment. Failure to pay for 60 days or longer past the due date listed on an invoice may result in the suspension of services until a reasonable payment plan or payment of past due fees has been established.
Credit Cards. Payment by credit card may be subject to a 3% administrative fee in compliance with local or federal regulations.
No-Refund Policy. Client acknowledges and agrees that Client shall not be entitled to any reimbursement or refund of any portion of the Fees paid to Pilea.
No Waiver. Pilea’s acceptance of Fees with knowledge of any default by Client or waiver by Pilea of any breach of any term or condition of this Agreement shall not constitute a waiver of subsequent breaches. Failure to require compliance or to exercise any right shall not be construed as a waiver by Pilea of said term, condition, and/or right, and shall not affect the validity or enforceability of any other provision of this Agreement.
REPRESENTATIONS AND WARRANTIES.
By Client. Client represents, warrants, covenants, and agrees as follows:
Right and Authority. Client has the full right and authority to enter into this Agreement.
No Conflict. Client’s execution of this Agreement will not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, any contract or other obligation to which Client is a party or by which Client bound.
By Pilea. Pilea represents, warrants, covenants, and agrees as follows:
Right and Authority. Pilea has the full right and authority to enter into this Agreement.
No Conflict. Pilea’s execution of this Agreement will not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, any contract or other obligation to which Pilea is a party or by which Pilea bound.
PROPRIETARY RIGHTS. Client agrees that Pilea shall retain any and all rights Pilea may have in the Method IP (as defined below), including, without limitation, any modifications thereto. Client shall make no other use of the Method IP without Pilea's written consent or pursuant to the terms of this Agreement. As used in this Agreement, “Method IP” means all documentation, methodologies, training materials, processes, design concepts, programs, systems, models, data, materials, software or programming tools, and any other tools, each in whatever form, used by Pilea in connection with, or in support of, the Services.
INDEMNIFICATION. Client shall indemnify, protect, defend and hold harmless Pilea and each of its members, managers, officers, employees, contractors, attorneys, agents, representatives, and each of their respective successors and assigns (collectively “Pilea Parties” and each a “Pilea Party”), from and against any and all claims, liabilities, demands, obligations, actions, lawsuits, costs, fees and expenses (including reasonable attorneys’ fees and costs), of every and whatever type, kind, nature, name, description or character, and irrespective of how, why, or by reason of what facts, whether or not asserted, known or unknown, presently existing or asserted, hereafter existing or asserted, or otherwise, each as though fully set forth herein at length (collectively, “Claims”), arising out of or in connection with: (i) any breach or threatened breach by Client of any of Client’s representations, warranties, covenants, agreements, duties or obligations set forth under this Agreement; (ii) the utilization of the Services; or (iii) Client’s general acts and/or omissions.
DISCLAIMER AND LIMITATION OF LIABILITY.
The Services are provided "as is," "as available," with all faults and without any warranties, representations or conditions of any kind. Pilea does not make any representations, warranties or conditions about the quality, accuracy, security, reliability, completeness, quiet enjoyment, currency, or timeliness of the Services. Pilea does not assume any responsibility for any incompleteness, errors, omissions, inaccuracies or other limitations in the Service, or for relapse, medical complications, overdose of any kind, psychotic breaks or episodes, or injury to person or property inflicted by Client (including, without limitation, suicide or grievous bodily harm). Client acknowledges and agrees that Pilea has no ability to ensure that Client’s behavior and/or lifestyle is conforming or will conform to the behaviors/lifestyle which is encouraged pursuant to the Services.
Disclaimer. To the fullest extent permitted by law, Pilea disclaims all warranties, representations and conditions of any kind with respect to the subject matter of this Agreement, whether express, implied or collateral. To the fullest extent permissible pursuant to applicable law, Pilea disclaims all liability, whether based on warranty, contract, tort (including but not limited to negligence, gross negligence or willful misconduct), product liability, strict liability, statutory liability, breach of a fundamental term, fundamental breach, or any other legal theory, for any loss or damages of any kind (including, without limitation any (i) direct, indirect, special, consequential, exemplary or punitive loss or damage, (ii) personal injury, (iii) fines, fees, penalties, or (iv) any other losses or damages whether or not Client is advised of the possibility of such damages, resulting from the use of, or the inability to make use of, the services provided by Pilea hereunder or pursuant hereto. The maximum liability of Pilea Parties and their affiliates to Client arising out of or in connection with this Agreement shall be limited to the cash retainer paid by Client to Pilea upon the execution of this Agreement.
Basis of Bargain. Client acknowledges Pilea has set its prices and entered into this agreement in reliance on the provisions of this Section 9, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this agreement will survive and apply even if found to have failed in their essential purpose.
Release Of Information To Law Enforcement/Probation/Parole. Client does hereby authorize and release Pilea Parties with respect to any disclosure of information about a Client Party made by a Pilea Party to any law enforcement agency, probation and/or parole department, any other government and/or healthcare entity, to the extent Pilea Party is required by law or reasonably determines that such disclosure is necessary or proper. Without limitation, the disclosure of Client’s confidential information may be required by law if there is a reasonable suspicion of child abuse (P.C. 11165-11167) or abuse of anyone age 65 or older or dependent adult (W.I.C. 15632), if there is a reasonable suspicion that a client presents a danger of violence to others or is likely to harm him or herself unless protective measures are taken (E.C. 10240), or in accordance with a legal proceeding (E.C. 1016).
TERMINATION. Other than as otherwise set forth herein, this Agreement may be immediately terminated, without further notice or demand, upon the occurrence of any of the events set forth in this Section 10.
Material Breach. If either party to this Agreement materially breaches any term or provision of this Agreement, and such party fails to cure such breach within ten (10) days after such party’s receipt of written notice of such breach, then the non-breaching party may, at its election, terminate this Agreement immediately upon written notice of termination to the defaulting party.
Insolvency. Either party may terminate this Agreement immediately upon written notice to the other party if: (i) such other party shall apply for, or consent to the appointment of, a receiver, trustee or liquidator of such party or all or a substantial part of such party’s assets; (ii) such other party shall file a voluntary petition in bankruptcy, or admit in writing such party’s inability to pay such party’s debts as they become due: (iii) such other party shall make a general assignment for the benefit of creditors; (iv) such other party shall file a petition or an answer seeking reorganization or arrangement with creditors or take advantage of any insolvency law; or (v) an order, judgment or decree shall be entered by a court of competent jurisdiction or an application of a creditor, adjudicating such other party to be bankrupt or insolvent, or approving a petition seeking reorganization of such other party or appointing a receiver, trustee or liquidator of such other party or of all or a substantial part of such other party’s assets, and such order, judgment or decree shall continue unstayed and in effect for a period of thirty (30) consecutive days.
Payment Upon Termination. Upon any termination of this Agreement, Client shall pay to Pilea any fees due (including Fees) pursuant to Section 5 through the effective date of termination and all accrued and unpaid expense reimbursements owing as of the effective date of termination.
MISCELLANEOUS.
Survival. The provisions of the following Sections shall survive any termination of this Agreement: 3-11.
Entire Agreement. This Agreement, together with all exhibits and attachments, contains the entire agreement among the parties hereto with respect to the transactions contemplated hereby and supersedes all prior agreements or understandings among the parties with respect thereto.
Non-Solicitation. Client agrees not to, directly or indirectly, separately or in association with others, (i) interfere with, impair, disrupt or damage Pilea’s relationship with any Pilea Party, including without limitation, any employee or independent contractor, (ii) solicit any Pilea Party, including without limitation, any employee or independent contractor, or (iii) cause others to solicit or encourage any Pilea Party, including without limitation, any employee or independent contractor, to discontinue their employment or service relationship with Pilea. Client agrees not to, directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage Pilea’s relationship with any current, past, or prospective client, including refraining from engaging any of the following prohibited activities: (a) directly or indirectly soliciting or inducing any current, past, or prospective employee or contractor to patronize a competing business; (b) directly or indirectly requesting or advising any current, past, or prospective employee or contractor to withdraw, curtail or cancel such person’s business with Pilea; or (c) directly or indirectly disclosing to any other person, firm or entity the names or addresses of any employee or contractor of Pilea. The restrictions set forth in this Section 12.3 shall apply for a period of three (3) years after the end of the Term.
Non-Disparagement. Neither Pilea, nor Client (or any of them) shall make or publish to any third party, or allow or cause any other person or entity to make or publish to any third party, any untrue, derogatory or disparaging statements about the other party, pertaining to the relationship between the parties, including with respect to this Agreement. The foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connections with such proceedings).
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California (without regard to conflicts of law principles), and the parties hereby consent to the jurisdiction of California state courts or federal courts located within the County of San Francisco, California, over all matters relating to this Agreement.
Joint and Several Liability of All Clients. If Client consists of more than one person or entity, or if a third party is agreeing to be financially responsible for Client, each of the parties signing this Agreement as, or on behalf of, Client jointly and severally make each representation, warranty, covenant, and/or agreement herein, and will be jointly and severally liable for Client’s duties and obligations hereunder, including without limitation, with regard to payment of fees to Pilea.
Assignment; Supervision. Client shall not assign its duties, obligations, rights or other interests under this Agreement without Pilea’s prior written consent, which shall not unreasonably be withheld. Pilea shall not assign its duties or obligations hereunder without Client’s prior written consent, provided, however, that Pilea may reasonably delegate Services to in its customary manner to various employees, contractors, and third-party service providers, as may be necessary.
Amendment, Modification, and Waiver. This Agreement may not be amended, modified or supplemented except pursuant to an instrument in writing signed by each of the parties hereto, except that any party to this Agreement may waive any obligation owed to such party by another party under this Agreement, provided such waiver is in writing. The waiver by any party hereto of a breach of any provisions of this Agreement shall not operate or be construed as a waiver of any subsequent breach.
Severability. If any provision of this Agreement as applied to any party or to any circumstance shall be found by a court of competent jurisdiction to be void, invalid or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of any such provision in any other circumstance, or the validity or enforceability of this Agreement, and any provision that is found to be void, invalid or unenforceable shall be curtailed and limited only to the extent necessary to bring such provision within the requirements of the law.
Notices. All notices, statements and other documents that any party is required or desires to give to any other party hereunder shall be given in writing and shall be served in person by express mail, certified mail, overnight delivery, or by facsimile at the respective addresses of the parties as set forth in the introductory paragraph, or at such other addresses as may be designated in writing by such party in accordance with the terms of this paragraph. The time to respond to any notice shall run from the time the notice is actually delivered to the person to whom the notice is addressed.
A copy of all notices sent to Pilea shall also be sent to:
Wolf, Rifkin, Shapiro, Schulman & Rabkin, LLP
11400 W. Olympic Blvd., 9th Floor
Los Angeles, California 90064
Attn: Matthew E. Wolf, Esq.
Email: mewolf@wrslawyers.com
Binding Effect. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
Further Acts. Each party shall execute and deliver all such further instruments, documents and papers, and shall perform any and all acts necessary to give full force and effect to all of the terms and provisions of this Agreement.
Construction. Whenever used in this Agreement, the terms “including,” “include,” “includes” and the like are not intended as terms of limitation, and, hence, shall be deemed to be followed by “without limitation.”
Counterparts. This Agreement may be executed in one or more counterpart signature pages, including PDF signature pages, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
CLIENT UNDERSTANDS THAT PILEA IS NOT A MEDICAL PROVIDER, AND MAKES NO CLAIM TO BE A MEDICAL PROVIDER OR AFFILIATED WITH ANY MEDICAL PROVIDER OR FACILITY.
Updates to terms and conditions:
Pilea LLC reserves the right to change these terms and conditions at any time. We will notify you of any changes to the T&C in advance with the option to cancel.