CLIENT AGREEMENT

1.0 PURPOSE. This Client Agreement (the “Agreement”) is made between the Company, as provided in the Checkout at www.TheNewAgencyLA.com (“Client”), and The New Agency, LLC (“Agency”), each individually a “Party” and collectively the “Parties,” each on behalf of itself and its affiliates, and each having the address set forth at the signature lines below.

2.0 DEFINITIONS.

1-on-1 Coaching Session - A 1-on-1 in-person or virtual Corporate Wellness Service offered by the Agency, paid for by the Client, hosted by a Facilitator, and delivered to an Attendee. These sessions can be 30 minutes to 120 minutes long.

Agency Website - www.TheNewAgencyLA.com and the like and all derivations therefrom.

Attendee
 - An employee or contractor of the Client who participates in a Corporate Wellness Workshop 1-on-1 Coaching Session.

Corporate Wellness Services a.k.a. Services - is any workplace health, wellness, team building or other activity designed to support healthy or performance enhancing behavior in the workplace. Includes services provided for both Corporate Wellness Workshops and 1-on-1 Coaching Sessions.

Corporate Wellness Client - A nonprofit, corporation, partnership, government agency or other legal entity that has entered into a Corporate Wellness Contract to purchase Corporate Wellness Services.

Facilitator - An independent contractor who has executed a Facilitator Agreement to host Corporate Wellness Workshops and/or 1-on-1 Coaching Sessions.

Full Day - A Full Day Corporate Wellness Workshop shall run for a minimum of 6 hours and no more than 10 hours.

Half Day - A Half Day Corporate Wellness Workshop shall run for a minimum of 3 hours and no more than 4 hours.

Corporate Wellness Workshop - Corporate Wellness Services offered by the Agency, paid for by the Client, hosted by one or more Facilitators, and delivered to 5 or more Attendees.

Services - Includes either Corporate Wellness Workshop or 1-on-1 Coaching Session or both.

3.0 BARGAIN - The Agency shall deliver one or more Services to the Client's Attendees for value and consideration as a bargain in exchange for payment in United States Dollars. Payment by the Client shall be made: (1) in the amount and time indicated by an invoice (“Workshop Invoice”) delivered to the Client or indicated by the Agency Website's booking interface, and (2) by one of the Delivery Methods. The Agency is not obligated to deliver the foregoing Services to the Client, and Client's Attendees, until the relevant Service Invoice, or amount indicated at Checkout on the Agency Website, is paid in full.


3.1 PAYMENT METHOD - The Client may elect to deliver payment via the following methods:

Paypal - [email protected]

Cash Delivery to - Zach Loeb in person

Check - Make checks payable to The New Agency and deliver in person to Zach Loeb or to:
578 Washington Blvd, Ste 735
Marina Del Rey, California 90292

Stripe - https://www.TheNewAgencyLA.com/payments

Zelle - [email protected] (Preferred)

The Agency shall reasonably notify the Client of any changes to payment method information throughout the course of service.

4.0 RESCHEDULING BY CLIENT. Once the Client delivers payment to the Agency for one or more Services, the Client has an opportunity to reschedule said Services without additional fees if done so within 7 days that the relevant Service is actually scheduled to take place (“Timely Reschedule”). A Timely Reschedule must be delivered within a seasonable time by notice via any of the communication methods defined in this Agreement. Upon delivery of notification of a Timely Reschedule by the Client, the Parties shall work together to determine an appropriate time to reschedule the Service.

In the event the Client wishes to reschedule within one week of the relevant Service (“Late Reschedule”), then the Agency shall charge a Rescheduling Fee equal to 10% of the amount paid by the Client for that Service.

5.0 CANCELLATION BY CLIENT. Once the Client delivers payment to the Agency for one or more Services, the Client has an opportunity to cancel said Services with entitlement to a full refund so long as such cancellation is NOT within 7 days that the respective Service is actually scheduled to take place (“Timely Cancellation”). Timely Cancellation must be delivered within a seasonable time by notice via any of the communication methods defined in this Agreement. Upon delivery of notification of cancellation by the Client, the Agency shall refund the Client 100% of the amount paid for the relevant cancelled Service(s), less any costs or fees that resulted from the initial payment or refund transfer.

In the event the Client wishes to cancel within one week of the relevant Service (“Late Cancellation”), then the Agency shall charge a Cancellation Fee equal to 20% of the amount paid by the Client for that Service. Upon delivery of notification of cancellation by the Client, the Agency shall refund the Client 80% of the amount paid for the relevant cancelled Service(s).

6.0 WAIVER OF LIABILITY. The Agency shall not be liable for any claims arising from the Client or Attendees due to Attendees' participation in any Service. The Client understands that some Services involve Attendees performing physical activities such as yoga or hiking, and the Agency shall not be responsible for injury resulting from their participation in the same. Attendees also may be required to sign documentation waiving liability before they are permitted to participate in certain Services.

7.0 NON-CIRCUMVENTION. The Client shall not seek to bypass, avoid, or circumvent the Agency from or with any business opportunity that relates to the Agency’s business, which includes entering into other dealings with Facilitators.

8.0 BREACH. Failure of one party to perform a duty or obligation as established by this Agreement shall constitute breach of the same. In the event of breach of this Agreement by the Client, the Agency, at its discretion, may terminate this Agreement, by delivering a Notice of Termination in writing.

9.0 AMENDMENTS. This Agreement may not be amended except by express agreement, in writing, of all parties. Each signatory hereto expressly covenants and warrants that he or she shall not, at any time or in any manner, attempt to enforce any claimed amendment to this Agreement which is not evidenced by a writing signed by the party against whom the amendment is sought to be asserted.

10.0 ARBITRATION. 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 the dispute cannot be settled through negotiation within a period of thirty (30) days, the Parties agree to attempt in good faith to settle the dispute through mediation, administered by a mediator mutually agreeable to both Parties, before resorting to arbitration. If they do not reach such solution, or an agreed upon mediator cannot be found, within a period of sixty (60) days, then, upon notice by either Party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by a qualified arbitration services provider, such as the American Arbitration Association, other mutually agreed upon organization, or through ad hoc arbitration, in accordance with the provisions of that organization’s Commercial Arbitration Rules, or equivalent, or other mutually agreed upon rule. In the event that any Party’s claim exceeds $1 million, exclusive of interest and attorneys’ fees, the dispute shall be heard and determined by a panel of three (3) arbitrators.

In such case, each Party shall each select one (1) arbitrator. The arbitrator selected by the claimant and the arbitrator selected by respondent shall, within ten (10) days of their appointment, select a third neutral arbitrator. In the event that they are unable to do so, the Parties or their attorneys may request that the selected arbitration services provider appoint the third neutral arbitrator. Prior to the commencement of hearings, each of the arbitrators appointed shall provide an oath or undertaking of impartiality. The United States Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement.

11.0 GOVERNING LAW & JURISDICTION. This Agreement shall be governed by the laws of the State of California without regard to conflict of interest provisions. The jurisdiction of this Agreement shall be in the County of Los Angeles, State of California, United State of America.

12.0 NOTICES. Any notices required to be given under this Agreement, unless otherwise stated, will be addressed to the respective Party at the address, email, or phone number shown beneath the respective signature line below or inputted by the Client during Checkout at the Agency Website. A notice that must be in writing shall be delivered by personal delivery, certified mail, email, or an equivalent private courier or delivery service to the address of the entity set forth at the end of this agreement, an updated address provided by one entity to the other in writing, or an address for the entity listed at the Secretary of State's website, whichever is more recent. Notice shall be deemed delivered upon delivery if by personal delivery, and after ten (10) calendar days if done by mail or private courier.

13.0 SEVERABILITY. If any provision or clause of this Agreement or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this Agreement which can be given effect without the invalid provision or application, and to this end the provisions of this Agreement are severable.

14.0 SINGULAR & PLURAL. Unless the context otherwise requires, whenever used in this Agreement, the singular shall include the plural, the plural shall include the singular, and the masculine shall include the feminine or entity.

15.0 SUCCESSORS & ASSIGNS | NO ASSIGNMENT. This Agreement and all the covenants and obligations hereunder shall be binding upon and inure to the benefit of each of the Parties and their officers, directors, agents, employees, representatives, successors and assigns. Neither Party may assign nor transfer any of its respective interest or rights in and under this Agreement without the prior written consent of the other Party, and any attempted assignment or transfer without such consent shall be null and void and without any force or effect whatsoever.

16.0 TERM. This Agreement shall terminate five (5) years from the last date of signature below unless otherwise terminated by either Party via written notice of termination delivered by the terminating party to the other in accordance with Section 12.0. If a Party elects to terminate by this Section, that Party may do so for any reason or no reason at all so long as such termination does not conflict with any standing law. The Parties agree and intend that the obligations of non-disclosure and non-use described above shall remain in effect beyond the termination of this Agreement. Any outstanding amounts owed by one Party to another shall also remain in effect after termination and to the limits prescribed by law.

17.0 FORCE MAJUER. In the event there are unforeseen circumstances or an act of God that prevents one party from fulfilling the terms of another party, then that party shall not be held liable for those circumstances. 

18.0 EXECUTION. The terms of this Agreement shall become effective against each Party by and from the date of execution of this Agreement. By signing this Agreement the undersigned executes the same, warrants that she/he understands all terms and conditions stated herein, and with intention, accepts and completes the manifestation of mutual assent to those terms and conditions as described herein. The parties further agree and intend that this Agreement, upon Execution, shall be an effective and legally binding contract. The Parties agree that this Agreement may be executed by electronic signature or by the Client (purchaser) accepting Terms & Conditions at Checkout on the Agency Website.

THE NEW AGENCY, LLC                                               CLIENT

By:___________________________                                  By: _____________________________________________________
      Zach Loeb, CEO                                                             First Name & Last Name as Provided During Checkout


The New Agency Contact Methods:
578 Washington Blvd, Ste 735
Marina Del Rey, California 90292
[email protected]
1-323-366-6918

Execution Date: Date of first payment by the Client.

CLIENT AGREEMENT

1.0 PURPOSE. This Client Agreement (the “Agreement”) is made between the Company, as provided in the Checkout at www.TheNewAgencyLA.com (“Client”), and The New Agency, LLC (“Agency”), each individually a “Party” and collectively the “Parties,” each on behalf of itself and its affiliates, and each having the address set forth at the signature lines below.

2.0 DEFINITIONS.

1-on-1 Coaching Session - A 1-on-1 in-person or virtual Corporate Wellness Service offered by the Agency, paid for by the Client, hosted by a Facilitator, and delivered to an Attendee.

Agency Website - www.TheNewAgencyLA.com and the like and all derivations therefrom.

Attendee
 - An employee or contractor of the Client who participates in a Corporate Wellness Workshop 1-on-1 Coaching Session.

Corporate Wellness Services - is any workplace health, wellness, team building or other activity designed to support healthy or performance-enhancing behavior in the workplace.

Corporate Wellness Client - A nonprofit, corporation, partnership, government agency or other legal entity that has entered into a Corporate Wellness Contract to purchase Corporate Wellness Services.

Facilitator - An independent contractor who has executed a Facilitator Agreement to host Corporate Wellness Workshops and/or 1-on-1 Coaching Sessions.

Full Day - A Full Day Corporate Wellness Workshop shall run for a minimum of 6 hours and no more than 10 hours.

Half Day - A Half Day Corporate Wellness Workshop shall run for a minimum of 3 hours and no more than 4 hours.

Corporate Wellness Workshop - Corporate Wellness Services offered by the Agency, paid for by the Client, hosted by one or more Facilitators, and delivered to 5 or more Attendees.

Services - Includes either Corporate Wellness Workshop or 1-on-1 Coaching Session or both.

3.0 BARGAIN - The Agency shall deliver one or more Services to the Client's Attendees for value and consideration as a bargain in exchange for payment in United States Dollars. Payment by the Client shall be made: (1) in the amount and time indicated by an invoice (“Workshop Invoice”) delivered to the Client or indicated by the Agency Website's booking interface, and (2) by one of the Delivery Methods. The Agency is not obligated to deliver the foregoing Services to the Client, and Client's Attendees, until the relevant Service Invoice, or amount indicated at Checkout on the Agency Website, is paid in full.


3.1 PAYMENT METHOD - The Client may elect to deliver payment via the following methods:

Paypal - [email protected]

Cash Delivery to - Zach Loeb in person

Check - Make checks payable to The New Agency and deliver in person to Zach Loeb or to:
578 Washington Blvd, Ste 735
Marina Del Rey, California 90292

Stripe - https://www.TheNewAgencyLA.com/payments

Zelle - [email protected] (Preferred)

The Agency shall reasonably notify the Client of any changes to payment method information throughout the course of service.

4.0 RESCHEDULING BY CLIENT. Once the Client delivers payment to the Agency for one or more Services, the Client has an opportunity to reschedule said Services without additional fees if done so within 7 days that the relevant Service is actually scheduled to take place (“Timely Reschedule”). A Timely Reschedule must be delivered within a seasonable time by notice via any of the communication methods defined in this Agreement. Upon delivery of notification of a Timely Reschedule by the Client, the Parties shall work together to determine an appropriate time to reschedule the Service.

In the event the Client wishes to reschedule within one week of the relevant Service (“Late Reschedule”), then the Agency shall charge a Rescheduling Fee equal to 10% of the amount paid by the Client for that Service.

5.0 CANCELLATION BY CLIENT. Once the Client delivers payment to the Agency for one or more Services, the Client has an opportunity to cancel said Services with entitlement to a full refund so long as such cancellation is NOT within 7 days that the relevant Service is actually scheduled to take place (“Timely Cancellation”). Timely Cancellation must be delivered within a seasonable time by notice via any of the communication methods defined in this Agreement. Upon delivery of notification of cancellation by the Client, the Agency shall refund the Client 100% of the amount paid for the relevant cancelled Service(s), less any costs or fees that resulted from the initial payment or refund transfer.

In the event the Client wishes to cancel within one week of the relevant Service (“Late Cancellation”), then the Agency shall charge a Cancellation Fee equal to 20% of the amount paid by the Client for that Service. Upon delivery of notification of cancellation by the Client, the Agency shall refund the Client 80% of the amount paid for the relevant cancelled Service(s).

6.0 WAIVER OF LIABILITY. The Agency shall not be liable for any claims arising from the Client or Attendees due to Attendees' participation in any Service. The Client understands that some Services involve Attendees performing physical activities such as yoga or hiking, and the Agency shall not be responsible for injury resulting from their participation in the same. Attendees also may be required to sign documentation waiving liability before they are permitted to participate in certain Services.

7.0 NON-CIRCUMVENTION. The Client shall not seek to bypass, avoid, or circumvent the Agency from or with any business opportunity that relates to the Agency’s business, which includes entering into other dealings with Facilitators.

8.0 BREACH. Failure of one party to perform a duty or obligation as established by this Agreement shall constitute breach of the same. In the event of breach of this Agreement by the Client, the Agency, at its discretion, may terminate this Agreement, by delivering a Notice of Termination in writing.

9.0 AMENDMENTS. This Agreement may not be amended except by express agreement, in writing, of all parties. Each signatory hereto expressly covenants and warrants that he or she shall not, at any time or in any manner, attempt to enforce any claimed amendment to this Agreement which is not evidenced by a writing signed by the party against whom the amendment is sought to be asserted.

10.0 ARBITRATION. 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 the dispute cannot be settled through negotiation within a period of thirty (30) days, the Parties agree to attempt in good faith to settle the dispute through mediation, administered by a mediator mutually agreeable to both Parties, before resorting to arbitration. If they do not reach such solution, or an agreed upon mediator cannot be found, within a period of sixty (60) days, then, upon notice by either Party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by a qualified arbitration services provider, such as the American Arbitration Association, other mutually agreed upon organization, or through ad hoc arbitration, in accordance with the provisions of that organization’s Commercial Arbitration Rules, or equivalent, or other mutually agreed upon rule. In the event that any Party’s claim exceeds $1 million, exclusive of interest and attorneys’ fees, the dispute shall be heard and determined by a panel of three (3) arbitrators.

In such case, each Party shall each select one (1) arbitrator. The arbitrator selected by the claimant and the arbitrator selected by respondent shall, within ten (10) days of their appointment, select a third neutral arbitrator. In the event that they are unable to do so, the Parties or their attorneys may request that the selected arbitration services provider appoint the third neutral arbitrator. Prior to the commencement of hearings, each of the arbitrators appointed shall provide an oath or undertaking of impartiality. The United States Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement.

11.0 JURISDICTION. This Agreement shall be governed by the laws of the State of California without regard to conflict of interest provisions.

12.0 NOTICES. Any notices required to be given under this Agreement, unless otherwise stated, will be addressed to the respective Party at the address, email, or phone number shown beneath the respective signature line below or inputted by the Client during Checkout at the Agency Website. A notice that must be in writing shall be delivered by personal delivery, certified mail, email, or an equivalent private courier or delivery service to the address of the entity set forth at the end of this agreement, an updated address provided by one entity to the other in writing, or an address for the entity listed at the Secretary of State's website, whichever is more recent. Notice shall be deemed delivered upon delivery if by personal delivery, and after ten (10) calendar days if done by mail or private courier.

13.0 SEVERABILITY. If any provision or clause of this Agreement or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this Agreement which can be given effect without the invalid provision or application, and to this end the provisions of this Agreement are severable.

14.0 SINGULAR & PLURAL. Unless the context otherwise requires, whenever used in this Agreement, the singular shall include the plural, the plural shall include the singular, and the masculine shall include the feminine or entity.

15.0 SUCCESSORS & ASSIGNS | NO ASSIGNMENT. This Agreement and all the covenants and obligations hereunder shall be binding upon and inure to the benefit of each of the Parties and their officers, directors, agents, employees, representatives, successors and assigns. Neither Party may assign nor transfer any of its respective interest or rights in and under this Agreement without the prior written consent of the other Party, and any attempted assignment or transfer without such consent shall be null and void and without any force or effect whatsoever.

16.0 TERM. This Agreement shall terminate five (5) years from the last date of signature below. The Parties agree and intend that the obligations of non-disclosure and non-use described above shall remain in effect beyond the termination of this Agreement.

17.0 EXECUTION. The terms of this Agreement shall become effective against each Party by and from the date of the signing of this Agreement. By signing this Agreement the undersigned executes the same, warrants that she/he understands all terms and conditions stated herein, and with intention, accepts and completes the manifestation of mutual assent to those terms and conditions as described herein. The parties further agree and intend that this Agreement, upon Execution, shall be an effective and legally binding contract. The Parties agree that this Agreement may be executed by electronic signature or by Client (purchaser) accepting Terms & Conditions during Checkout at the Agency Website.


CLIENT

By: _________________________________________________
      First Name & Last Name Provided During
      Checkout

THE NEW AGENCY, LLC                                               

By:_________________________________________________                                 

The New Agency Contact Methods:
578 Washington Blvd, Ste 735
Marina Del Rey, California 90292
[email protected]
1-323-366-6918

Execution Date: Date of first payment by the Client.