Soul in the Raw

Membership Agreement

This membership agreement (the “Agreement”) is by and between Marina Yanay-Triner doing business as Soul in the Raw (“Coach”) and the client that indicates acceptance to these terms digitally before purchasing the Services, as defined below (“Client”), as of the date the Client accepts this Agreement (the “Effective Date”). Coach and Client are referred to herein individually as a Party and collectively as the Parties.

Description of Coaching:

Coaching is partnership (defined as an alliance, not a legal business partnership) between the Coach and the Client in a thought-provoking and creative process that inspires the client to maximize personal and professional potential. It is designed to facilitate the creation/development of personal, professional or business goals and to develop and carry out a strategy/plan for achieving those goals. 

Coach and Client Agree as Follows:

  1. SERVICES: Coach and Client agree to the details of Coach’s membership services as described herein (“Services”). Client understands and expressly agrees that upon payment and acknowledging acceptance of this Agreement, Client shall be enrolled in either a monthly, six (6) month or one (1) year membership program, depending on the payment amount submitted by Client. Client can cancel at any time, pursuant to the Termination section of this Agreement. These Services are based off the initial discussions between the Parties and accurately reflect the communications and/or desires exchanged between the Parties during those discussions, including:
    1. Client understands that they do not receive individual 1-1 support from Coach, unless specifically agreed to in writing; 
    2. Client group sessions are available for replays with access for one (1) calendar year; 
    3. Client shall have access to Coach and Coach will answer group messages during announced office hours during the duration of the Services hereunder. 
  1. Coach is committed to upholding the highest ethical and moral standards within this relationship, including full transparency and honesty, integrity, and a deep commitment to serve the Client.
  2. Client is solely responsible for creating and implementing his/her own physical, mental and emotional well-being, decisions, choices, actions and results arising out of or resulting from the coaching relationship and his/her coaching calls and interactions with the Coach. As such, the Client agrees that the Coach is not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of any services provided by the Coach. Client understands coaching is not therapy and does not substitute for therapy if needed, and does not prevent, cure, or treat any mental disorder or medical disease.
  3. Client further acknowledges that he/she may terminate or discontinue the coaching relationship at any time, without refund. The Coach may terminate or discontinue the coaching relationship at any time, with refund of the leftover fee in Coach’s sole discretion. 
  4. Client acknowledges that coaching is a comprehensive process that may involve different areas of his or her life, including work, finances, health, relationships, education and recreation. The Client agrees that deciding how to handle these issues, incorporate coaching principles into those areas and implementing choices is exclusively the Client’s responsibility.
  5. Client acknowledges that coaching does not involve the diagnosis or treatment of mental disorders as defined by the American Psychiatric Association and that coaching is not to be used as a substitute for counseling, psychotherapy, psychoanalysis, mental health care, substance abuse treatment, or other professional advice by legal, medical or other qualified professionals and that it is the Client’s exclusive responsibility to seek such independent professional guidance as needed. If Client is currently under the care of a mental health professional, it is recommended that the Client promptly inform the mental health care provider of the nature and extent of the coaching relationship agreed upon by the Client and the Coach.
  6. The Client commits to stepping fully into the coaching relationship by:
    1. Approaching coaching sessions with an open heart and mind, and full transparency, presence, and honesty.
    2. Trying on new ideas, practices, and belief systems several times to test whether they are a good fit to propel Client to Client’s goals.
    3. Committing to practicing outside of sessions and being open and honest about how much time Client wants to dedicate to the Services.
    4. Taking full responsibility and ownership of results: you as the Client are the one that makes things happen, not your Coach; asking for support when needed.
    5. Staying consistent and committed to the process, and trusting the process fully, even when it feels like it’s not working.
    6. Using the relationship with your Coach as a mirror for other relationships in Client’s life, as well as Client’s habits and stuck points in life. 
    7. Trusting that your Coach is doing her inner work outside of session and is fully committed to Client’s growth – Client will share with the Coach when something the Coach does doesn’t work for Client, and express Client’s boundaries with full ownership of Client’s triggers and with the intention of an open and mutually healing conversation. 
    8. Sharing with your Coach whenever Client feels overwhelmed, and paying close attention to this so that we can work from a place of stability and calm.
  1. PAYMENT: The Client shall automatically be enrolled into the membership Services upon acknowledgement and acceptance of this Agreement and payment of the amount required upon checkout, for either monthly, six (6) months, or one (1) year.  
  1. EXPENSES: Coach shall be responsible for all expenses related to the Services, unless otherwise agreed to between the Parties in writing. 
  1. OWNERSHIP: Coach and Client shall each retain ownership of, and all right, title and interest in and to, their respective, pre-existing Intellectual Property (“Intellectual Property” shall mean illustrations, trademarks, works of authorship, trade secrets, techniques, know-how, ideas, concepts, designs, and other content or media utilized or created by either Party), and no license therein or in any work product arising out of the Services, whether express or implied, is granted by this Agreement or as a result of the Services performed hereunder.  
  1. ON-SITE SAFETY AND LIABILITY: If Client engaged Coach to provide in-person Services, Coach assumes no responsibility for damages or losses incurred by Client and/or its employees, agents or guests. Coach assumes no responsibility for any items, either personal or professional, at the location of the Services prior to, during, or after the Services are provided. Client agrees to pay for any and all damages arising out of the in-person Services, except to the extent of any negligence or misconduct by Coach, its employees, or agents.
  1. NON-DISCLOSURE: Client and Coach acknowledge that in connection with this Agreement they may have occasion to receive or review certain confidential or proprietary technical and business information and materials of the other Party. Both Parties undertake at all times, both during and subsequent to this Agreement, not to disclose, except solely to the extent that such disclosure is authorized in writing by the other Party, and not to use, except for the purposes specifically contemplated by this Agreement, all information which is of a confidential nature and of value to either Party. This includes but is not limited to either Party’s branding, processes, business methods and lists, and particulars of clientele or other commercial information whether or not that information is contained in documents marked as confidential. Upon termination of this Agreement, howsoever occurring, each Party will return to the other Party all documents in its possession or control which contain confidential information. Coach and Client will take reasonable precautions to safeguard property of the other entrusted to it, but in the absence of negligence or willful disregard, neither Coach nor Client will be responsible for any loss or damage. Each Party additionally and expressly agrees not to intentionally or negligently disclose to any third party the terms of this Agreement, including, but not limited to, the financial terms of this Agreement without the consent of the other Party, except if as required by law.
  1. PERFORMANCE: Coach shall make best efforts to produce successful Services for Client, but Coach makes no representations, guarantees, or warranties as to the effectiveness or performance of the Services delivered. 
  1. NON-SOLICITATION: For the duration of the Services negotiated in this Agreement and for one (1) year following the termination of this agreement for any reason, Client agrees not to directly or indirectly call on, solicit, persuade or attempt to solicit or persuade, or in any way reduce, interfere, or cause to cease any business with any employee, partner, designer, editor, consultant, independent contractor or other client of Coach that Client has become acquainted with as a result, directly or indirectly, of this Agreement. In the event that a Party does solicit, whether as an employee or independent contractor, an employee or independent contractor of the other Party, during or within one (1) year following the termination of this Agreement, the hiring/retaining Party shall pay to the non-hiring/retaining Party a fee equal to thirty percent (30%) of the employee or independent contractor’s annual wage or rate (the “Placement Fee”). The Placement Fee must be paid within fifteen (15) days of the date of such hiring/retention.
  1. SATISFACTION: The obligation of Client to make payment to Coach according to the terms of this Agreement is not conditioned on Client’s satisfaction with the proceeds of any Services under this Agreement. Client understands and expressly agrees that delivery of the Services under this Agreement shall obligate Client to make payment and payment shall not be withheld due to aesthetic or subjective dissatisfaction.
  1. NON-EXCLUSIVE: This Agreement is non-exclusive. Coach is free to provide services to other parties during the Term of this Agreement, provided that such provision of services to others does not materially interfere with the terms and obligations of this Agreement. Client may not hire another service provider to complete the same or similar natured services as Coach during the term of this Agreement unless agreed to in writing by Coach in advance.
  1. EMPLOYMENT OF OTHERS: Coach may employ the services of other independent contractors or service providers without the permission of Client in order to complete the Services. Coach shall be responsible for supervision and control of any employees or independent contractors who perform services, including without limitation event management support, pursuant to this Agreement. All such persons shall be employees and/or contractors of Coach and not of Client. The responsibility for specification of the work to be performed and the specific Services hereunder shall be exclusively that of Coach’s.
  1. INDEPENDENT CONTRACTOR: The relationship of the Parties under this Agreement is one of independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created by this Agreement or the Parties’ related conduct. Neither Party may assume or create obligations on the other Party’s behalf, and neither Party may take any action that creates the appearance of such authority. Coach has the sole right to control and direct the means, details, manner, and method by which the Services will be completed as Coach is providing Services in Coach’s industry that Coach traditionally provides. Accordingly, Coach shall be responsible for payment of all taxes arising out of Coach’s activities in accordance with this Agreement, including by way of illustration but not limitation, Federal and State income tax, Social Security tax, Unemployment Insurance taxes, and any other taxes or business license fee as required.
  1. WARRANTIES: Coach represents and warrants that Coach has full right to enter into this Agreement and to perform its obligations hereunder and will comply with all applicable federal, state, and local laws, ordinances and regulations. Coach further represents and warrants that to the best of Coach’s knowledge, the final Services provided by Coach and Coach’s subcontractors does not infringe the rights of any party, and use of same in connection with the Services will not violate the rights of any third parties; however, Coach expressly disclaims any warranty in regard to intellectual property infringement due to the fact that Coach does not conduct infringement or trademark searches. Client represents and warrants that Client has full right to enter into this Agreement and to perform its obligations hereunder and will comply with all applicable federal, state, and local laws, ordinances and regulations. Client additionally represents and warrants that any materials supplied to Coach for purposes of completion of any Services shall not subject Coach to any liability whatsoever for infringement or otherwise.
  1. INDEMNIFICATION: Each Party shall defend indemnify and hold harmless the other Party, including affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and against all claims of third parties, and all associated losses, to the extent arising out of (a) Party’s gross negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or obligations under this Agreement. 
  1. ENTIRE AGREEMENT: This Agreement will constitute the entire agreement of the Parties with respect to the subject matter hereof and supersedes all previous communications, representations, understandings, and agreements, either oral or written, between the Parties with respect to the subject matter of this Agreement. The Agreement may be executed in counterparts, each of which will be an original, and all of which together will constitute one and the same document. No modification of these Terms will be binding unless in writing and signed by both Parties. If any provision herein is held to be unenforceable, the remaining provisions will remain in full force and effect. All rights and remedies hereunder are cumulative.
  1. SEVERABILITY AND NON-WAIVER: If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect. Any failure by Coach to require Client’s performance of any provision in this Agreement shall not affect Coach’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
  1. TERMINATION: Either Party may terminate this Agreement with or without cause by giving thirty (30) days written notice to the other of such termination.

In the event that the Services are postponed or terminated at the request of the Client, Coach shall retain the payment made for the Services, unless the Client was on a monthly subscription (no further payments shall be due after termination) or unless otherwise agreed upon between the Parties in writing. In the event that Coach terminates this Agreement, a refund shall be provided in Coach’s sole discretion and only if such termination was not due to the fault of Client. If any legal action is necessary to enforce this Agreement, the prevailing Party shall be entitled to reasonable attorney fees, costs, and expenses.

  1. FORCE MAJEURE: Coach shall not be deemed in breach of this Agreement if Coach is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of a public enemy, death, illness, or incapacity of Coach or any local, state, federal, national or international law, governmental order or regulation, or any other event beyond Coach’s control (collectively “Force Majeure Events”). Upon occurrence of any Force Majeure Event, Coach shall give notice to Client of its inability to perform or of delay in completing Services and shall propose revisions to the schedule for completion of the Services.
  1. GOVERNING LAW: This Agreement will be governed by the laws of the State of California. Client and Coach agree that any claims, legal proceedings, or litigation arising in connection with this Agreement will be brought solely in the courts of the County of San Diego, and the Parties consent to the jurisdiction of such courts. If any claim of dispute arising out of, or relating to, this Agreement is not settled promptly in the ordinary course of business, the Parties shall seek to resolve such dispute between them, first, by negotiating promptly in good faith. If a legal action is necessary to enforce this Agreement, the prevailing Party shall be entitled to reasonable attorney fees, costs, and expenses.