Evolving to Exceptional General Terms and Conditions

These terms and conditions for services (these "Terms") are the only terms that govern the provision of services by Evolving to Exceptional LLC, a limited liability company, ("Service Provider" or “E2E”) to any individual or company who purchases services (herein after "Customer") and those who participate or receive such services (“Participant”) (collectively referred to as the “Parties”). These Terms will be considered accepted at the time of purchase; however, the Service Provider reserves the right to update and change these Terms of Service with reasonable notice. You must always refer to the Terms of Service to ensure you have the most recently updated version.

WHEREAS, the order confirmation or Proposal (the "Order Confirmation") and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Order Confirmation, these terms shall govern.

WHEREAS, these Terms prevail over any of Customer's general terms and conditions regardless whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer's terms and conditions and does not serve to modify or amend these Terms.

1. Services. Service Provider shall provide the services to Customer as described in the Order Confirmation or Proposal (the "Services") in accordance with these Terms.
   •  Education and Training Services. E2E will provide any or all of the following services to the client: instructor-led classroom, onsite and/or online training; self-paced training and digital learning services; instructor services; and coaching services (collectively, the “Education and Training Services”).
   •  Course Materials
     •  E2E’s Intellectual Property: E2E provides training, programs, workshops, and materials teaching performance skills to companies, and their employees that are based on intellectual property developed, owned, and licensed by E2E, including but not limited to systems, methodologies, and modalities and associated trademarks, service marks, copyrights, course materials, coaching, and other intellectual property relating thereto (collectively, the “E2E’s IP”);
     • Grant of License Rights in the Course Materials. For the portion of the course materials that consists of scripts, journals, workbooks, templates, and all other materials developed by E2E in connection with the Education and Training Services, E2E grants Participant a non-exclusive, non-transferrable, irrevocable (except in case of breach of this Agreement or the applicable Program Description) perpetual license for Participant’s personal use only (collectively, the “Course Materials License”), without the right to sublicense, copy, or distribute to any third party.
     • Participant Materials. Any Participant Materials used in connection with a program or workshop remain Participant property. Participant grants E2E a non-exclusive, non-transferrable right to use the Participant Materials solely for the benefit of Participant in the performance of Education and Training Services pursuant to the applicable Program Description. Participant warrants that it has the necessary rights to provide the Participant Materials to E2E so that E2E can access, use and modify them as necessary for E2E’s performance of the Education and Training Services. “Participant Materials” means any materials or technology provided to E2E by Participant in connection with the Education and Training Services.
     • Reservation of other Intellectual Property Rights. E2E reserves all other intellectual property rights that it has not expressly granted to the Participant. All rights to E2E’s IP remain E2E’s sole property. E2E will not be limited in developing, using or marketing services or products that are similar to the Education and Training Services and course materials (other than those portions of the course materials where ownership of the copyright has been granted to Participant as outlined above), subject to E2E’s confidentiality obligations to Participant.
     • Use of Course Materials. For onsite training and for classroom and live online training, E2E will deliver the workshop and related training and coaching in either printed or electronic format. Participants must provide Participant’s name, email address, company name, and physical ship-to address at least thirty (30) days prior to the scheduled start of the training.
     •  Access to electronic materials. Where applicable, E2E will deliver to Participant the materials required for the Program electronically. For onsite training, the Participant will be required to provide the designated E2E onsite coordinator the Participant’s name, email address, company name, and physical ship-to address at least ten days prior to the scheduled start of the training. If there is any substitution of a Participant, then a new spreadsheet with that Participant’s information (and an email detailing which student is being replaced) must be sent to the E2E onsite coordinator as soon as possible before the class starts. The replaced Participants will have their electronic materials licenses cancelled and the new Participants will receive their own individual license per the terms of this Agreement. The new Participants will not be able to attend the training before they have installed their electronic materials. Participant acknowledges that the electronic materials license is assigned to an individual Participant and cannot be re-assigned to anyone else.
   •  Coaching and Partnership Services. E2E will provide any or all of the following services to the Customer: individual or group live coaching, group facilitated discussions, accountability support, virtual asynchronous support or guidance, strengths coaching, performance coaching, mBIT coaching, and any other type of coaching or partnership support E2E is authorized to provide.
     •  If Services shall include coaching services, Customer acknowledges the Participant is solely responsible for creating and implementing their 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 Service Provider. As such, the Customer agrees that the Service Provider 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 Service Provider. Customer 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.
     •  If Services shall include coaching services, Customer and Participant acknowledge 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 Customer and Attend agrees that deciding how to handle these issues, incorporate coaching principles into those areas and implementing choices is exclusively the Participant’s responsibility.
     •  If Services shall include coaching services, Customer 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 Customer’s exclusive responsibility to seek such independent professional guidance as needed. If Participant is currently under the care of a mental health professional, it is recommended that the Participant promptly inform the mental health care provider of the nature and extent of the coaching relationship agreed upon by the Participant and the Service Provider.
   •  Program or Membership Services. E2E will provide any or all of the following services to the Customer: a subscription to on-demand learning content, a membership to a group or program, a specifically designed program, and any other type of program or membership E2E is authorized to provide.
     •  If Services shall include membership, the cost and specific offerings that are part of that membership may be subject to change. Service Provider will provide at least thirty (30)-day notice prior to making a change to the membership or its price.
     •  If Services shall include a program, the elements of the program may be adjusted from time to time to better meet the needs of participants and/or the objectives of the program. Service Provider will provide at least thirty (30)-day notice prior to making a change to the program or price.

2.  Performance Dates. Service Provider shall use reasonable efforts to meet any performance dates specified in the Order Confirmation, and any such dates shall be estimates only.
3. Customer and Participant Obligations.
   •  Customer shall:
     • cooperate with Service Provider in all matters relating to the Services and provide such access to Customer's premises, and such office accommodation and other facilities as may reasonably be requested by Service Provider, for the purposes of performing the Services;
     • respond promptly to any Service Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Service Provider to perform Services in accordance with the requirements of this Agreement;
     • provide such Customer materials or information as Service Provider may reasonably request and Customer considers reasonably necessary to carry out the Services in a timely manner and ensure that such Customer materials or information are complete and accurate in all material respects; and
     • obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start; and
     • ensure all Participants are aware of their obligations and requirements under this agreement.
   • Participant shall:
     • Be solely and exclusively responsible for the choices that they make with regard to the services provided by E2E, the materials or products provided by E2E, or any other significant changes to your business or life; and
     • Be solely and exclusively responsible for their own mental health, physical health, business decisions, and any other actions or inaction you choose to take; and
     • Actively participating in any program, coaching, membership, or course by; completing the materials, participating in live sessions, utilizing the tools, assessments, and templates; and actively engaging in the process; and
     • Acknowledge and agree they meet the necessary health eligibility requirements.

4.  Customer's Acts or Omissions. If Service Provider's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
5.  Rescheduling or Change Orders.  
   • If either party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other party in writing. Service Provider shall, within a reasonable time after such request, provide a written estimate to Customer of:
     • the likely time required to implement the change;
     • any necessary variations to the fees and other charges for the Services arising from the change;
     • the likely effect of the change on the Services; and
     • any other impact the change might have on the performance of this Agreement.
   • Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such change (a "Change Order"). Neither party shall be bound by any Change Order unless mutually agreed upon in writing in accordance with Section 17(j).
   • Notwithstanding Section 5(a) and Section 5(b), Service Provider may, from time to time change the Services without the consent of Customer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Order Confirmation.
   • Service Provider may charge for the time it spends assessing and documenting a change request from Customer on a time and materials basis in accordance with the Order Confirmation.
6.  Fees and Expenses; Payment Terms; Interest on Late Payments.  
   • In consideration of the provision of the Services by Service Provider and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth in the Order Confirmation, plus applicable taxes.
   • Customer agrees to reimburse Service Provider for all reasonable travel and out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services.
   • Customer shall pay all invoiced amounts due to Service Provider within thirty (30) days from the date of Service Provider's invoice. Customer shall make all payments hereunder in US dollars by wire transfer, check, credit card, or other mutually agreed upon method.
   • In the event payments are not received by Service Provider within thirty (30) days after becoming due, Service Provider may:
     • charge interest on any such unpaid amounts at a rate of 1% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and
     • suspend performance for all Services until payment has been made in full.

7.  Taxes. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.
8.  Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Service Provider in the course of performing the Services, including any items identified as such in the Order Confirmation (collectively, the "Deliverables"), except for any Confidential Information of Customer or Customer materials, shall be owned by Service Provider.
9.  Confidential Information.  
   • All non-public, confidential or proprietary information of Service Provider, including, but not limited to, trade secrets, technology, tools, program materials, presentations, training content, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, "Confidential Information"), disclosed by Service Provider to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Customer without the prior written consent of Service Provider. Confidential Information does not include information that is:
     • in the public domain;
     • known to Customer at the time of disclosure; or
     • rightfully obtained by Customer on a non-confidential basis from a third party.
   • Customer agrees to use the Confidential Information only to make use of the Services and Deliverables.
   • Service Provider shall be entitled to injunctive relief for any violation of this Section.
10.  Representation and Warranty.  
    • Service Provider represents and warrants to Customer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.
    • The Service Provider shall not be liable for a breach of the warranty set forth in Section 10(a) unless Customer gives written notice of the defective Services, reasonably described, to Service Provider within ten (10) days of the time when the Customer discovers or ought to have discovered that the Services were defective.
    • Subject to Section 10(b), Service Provider shall, in its sole discretion, either:
      • Use reasonable efforts to correct, repair, or re-perform such Services (or the defective part); or
      • Terminate Participant’s enrollment in any program or service and credit or refund the price of such Services at the pro rata contract rate.
    •  THE REMEDIES SET FORTH IN SECTION 10(c) SHALL BE THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND SERVICE PROVIDER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 10(a).
11.  Disclaimer of Warranties. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 10(a) ABOVE, SERVICE PROVIDER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
12.  Limitation of Liability.  
    •  IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    •  IN NO EVENT SHALL SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS ACTUALLY PAID TO SERVICE PROVIDER PURSUANT TO THIS AGREEMENT OR THE SPECIFIC ORDER CONFIRMATION.
    • The limitation of liability set forth in Section 12(b) above shall not apply to (i) liability resulting from Service Provider's gross negligence or willful misconduct and (ii) death or bodily injury resulting from Service Provider's negligent acts or omissions.
13.  Termination. Parties may terminate this Agreement without cause upon thirty (30) days’ written notice to the other part to this Agreement. In the event of termination pursuant to this clause, the Customer shall pay Service Provider on a pro-rata basis any Fees then due and payable for any Services completed up to and including the date of such termination. If Customer paid in advance and terminates the agreement without cause they will not be entitled to any refund. In addition to any remedies that may be provided under this Agreement, Service Provider may terminate this Agreement with immediate effect upon written notice to Customer, if Customer:
    • fails to pay any amount when due under this Agreement and such failure continues for sixty (60) days after Customer's receipt of written notice of nonpayment;
    • has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or
    • is made aware a participant has breached its confidentiality duties under this Agreement, or
    • becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
14.  Media Release: Customer acknowledges and agrees that during the provision of Services, they may be subject to photographs, video recordings, sound recordings, or other media captures of Participant’s face, name, voice, or likeness.
    •  In consideration for their participation in any program or receiving Services, Customer hereby and irrevocably consents to the use, publication, distribution, broadcasting, reproduction, live-streaming, editing, recording, posting, copyrighting, licensing, digitization, and/or release of the Released Media, as defined below, by the Service Provider, as well as any employees, affiliates, associates, representatives, or agents (collectively referred to as the “Release Receiver”) for any legal reason or purpose, including but not limited to social media, commercial products, education, course materials, video footage, sales, marketing, or any other medium in any form that has been or will be invented.
    •  The Released Media will include, but is not limited to, all photographs, videos, sound recordings, paintings, sculptures, and all other media currently known or hereinafter developed, captured of you or your likeness during the Group Program by the Release Receiver.
    •  Customer hereby releases the Release Receiver from any and all claims and demands arising out of or in connection with any use of the Released Media, including, without limitation, claims for privacy violations, right of publicity claims, defamation and/or any other intellectual property rights. You claim no ownership of the Released Media and forego any opportunity, whether past or present, to copyright or trademark the Released Media.
    •  Customer gives consent to the use of this Released Media while knowing and understanding that their name, comments, and other identifying factors may be revealed to the general public. However, the Release Receiver may not make known to any party in any medium my known or previously known location, email or physical address, or any other contact details.
15.  Waiver. No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
16.  Miscellaneous
    •  Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to Service Provider hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, serious illness, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice as soon as possible after the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of 90 consecutive days following written notice given by it under this Section 17, either party may thereafter terminate this Agreement upon 30 days' written notice.
    •  Assignment. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
    •  Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
    •  No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
    •  Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule (whether of the State of Missouri or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Missouri.
    •  Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Missouri in each case located in the City of St. Louis and County of St. Louis, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
    •  Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth in the Order Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or email with copies sent to both [email protected] and [email protected] or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
    •  Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
    •  Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Governing Law, Submission to Jurisdiction, and Survival.
    •  Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.

Contact Us

If you have any questions, concerns or complaints about these terms and conditions, please contact us:

• By email: [email protected] 
• By visiting this page on our website: Contact (evolvingtoexceptional.com)