Higher ROC Terms of Use

Introduction and Purpose

This Terms of Use Agreement ("Agreement") is entered into by and between Higher ROC (the “Service Provider”) and the Client (collectively referred to as the "Parties") and governs the use of the Service Provider's services (the "Services"). The purpose of this Agreement is to establish the terms and conditions under which the Client may access and use the Services provided by the Service Provider. By accessing or using the Services, the Client agrees to be bound by the terms of this Agreement. This Agreement is effective upon the Client's acceptance as evidenced by their use of the Services.

Definition of Services

For the purposes of these Terms of Use, "Services" shall refer to the Holistic Coaching and ThetaHealing® services provided by the Service Provider to the Client, which are designed to assist in improving overall well-being. These Services may include, but are not limited to, providing holistic support, energy healing techniques, and transformational strategies aimed at enhancing the quality of life. It is expressly understood and agreed that the Services provided under these Terms of Use are not healthcare or clinical services, do not constitute medical advice, and are not intended to diagnose, treat, cure, or prevent any disease, condition, or medical issue. Clients are advised to seek professional medical advice for those purposes.

No Healthcare Services Disclaimer

The Services, including but not limited to Holistic Coaching and ThetaHealing® services provided by the Service Provider, are designed to assist in improving overall well-being and do not constitute medical, counseling, or health care services. They should not be considered as a substitute for professional medical advice, diagnosis, or treatment. The Client acknowledges and agrees that the Service Provider is not providing medical, psychological, or any other type of health care advice or services. Any information provided during the course of the Services is for general informational purposes only and should not be relied upon for any healthcare decisions. The Client is advised to consult with a qualified healthcare professional for advice on medical issues related to their health and well-being.

Qualifications of the Service Provider

The Service Provider represents and warrants that it possesses the necessary qualifications in Holistic Coaching and ThetaHealing® to provide the Services as defined herein. However, the Client acknowledges that the Services provided by the Service Provider under the terms of this agreement are not behavioral health services, medical advice, or any form of healthcare services. The Service Provider shall make no representations, warranties, or guarantees to the Client regarding the outcomes of the Services provided.

The Service Provider shall ensure that all descriptions, representations, and claims about the Service Provider's qualifications and expertise are accurate, not misleading, and comply with all applicable laws and regulations within the jurisdiction of New York.

The Service Provider is prohibited from making any claims that could be construed as providing behavioral health, medical, or healthcare services unless such services are explicitly provided by a duly licensed professional and such professional services are clearly delineated from the Services provided under this agreement.

Client Acknowledgement and Consent

This Agreement is entered into by and between the Service Provider and the Client, whereby the Client acknowledges and understands that the Services provided by the Service Provider are not behavioral health or medical services and are not intended to replace professional medical advice, diagnosis, or treatment. The Client acknowledges that they are responsible for their own well-being and understands that the Holistic Coaching and ThetaHealing® services offered are complementary in nature and not a replacement for professional medical, counseling, or healthcare services.

The Client hereby consents to participate in the Services under the terms and conditions set forth in this Agreement and any subsequent amendments or modifications thereto. The Client acknowledges that their participation is voluntary and that they are free to withdraw their consent and discontinue participation in the Services at any time.

By consenting to this Agreement, the Client agrees that they have read, understood, and agree to be bound by the terms and conditions of this Agreement, including any modifications or amendments made from time to time.

Use of Information and Materials

The information and materials provided by the Service Provider, including but not limited to any Holistic Coaching support, ThetaHealing® techniques, or transformational strategies related to the Services, are intended solely for the personal use of the Client in connection with the Services provided under this Agreement. The Client acknowledges that such information and materials are provided for the purpose of facilitating the Client's understanding and application of the Services and are not intended as a substitute for behavioral health or medical services.

The Client agrees not to use such information and materials for any commercial purpose or disclose them to any third party without the prior written consent of the Service Provider. The Client further agrees to use the information and materials in compliance with all applicable laws and regulations of the jurisdiction of New York. Any unauthorized use, reproduction, or distribution of the information and materials is strictly prohibited and may result in legal action and termination of the Agreement.

Limitation of Liability

Notwithstanding any other provision in this Agreement, the Service Provider's total liability to the Client for any claims arising out of or related to the provision of Services, whether in contract, tort, or otherwise, shall not exceed the amount actually paid by the Client to the Service Provider for the Services from which the claim arose during the twelve (12) month period immediately preceding the claim. This limitation of liability applies to all causes of action in the aggregate, including, without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentation, and other torts.

Under no circumstances shall the Service Provider be liable for any indirect, special, incidental, consequential, or punitive damages of any kind, including but not limited to loss of profits, revenue, or data, whether in an action in contract, tort, or otherwise, arising out of or in any way connected with the use of the Services or the Agreement, even if the Service Provider has been advised of the possibility of such damages. The foregoing limitation shall apply notwithstanding any failure of essential purpose of any limited remedy and to the fullest extent permitted by law.

Nothing in this Agreement shall limit or exclude the Service Provider's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other matter for which it would be illegal or unlawful for the Service Provider to exclude or attempt to exclude its liability.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. By using the Services, both the Service Provider and the Client agree that any dispute or claim arising out of or in connection with the Services or under this Agreement, including disputes relating to its interpretation, violation, invalidity, non-performance, or termination, shall be subject to the exclusive jurisdiction of the state and federal courts located in New York.

Furthermore, both parties agree to submit to the personal jurisdiction of these courts for the purpose of litigating all such disputes or claims. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

Amendment and Modification

This Agreement may be amended or modified only by a written document signed by both the Service Provider and the Client. Any amendments or modifications to this Agreement must be made in writing and signed by both parties to be legally binding. This includes, but is not limited to, any changes to the Services provided, fees, or any other terms and conditions set forth in this Agreement. Notwithstanding the foregoing, the Service Provider reserves the right to modify the Services or the terms and conditions of this Agreement at any time, subject to providing the Client with reasonable notice of such changes. The Client's continued use of the Services following the notice period shall constitute the Client's acceptance of the modified terms and conditions.

Termination

This Agreement may be terminated by either party upon written notice to the other party. The Service Provider may terminate this Agreement immediately upon any breach by the Client of the terms and conditions contained herein, including, but not limited to, non-payment of fees. The Client may terminate this Agreement at any time with or without cause, provided that any prepaid fees for Services not yet rendered will be non-refundable, except as may be required by applicable law.

Upon termination of this Agreement for any reason, the Client must cease all use of the Services. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Dispute Resolution

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 they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or disagreements shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules, including the Emergency Interim Relief Procedures.

The arbitration shall be conducted in the English language and the arbitral decision may be enforced in any court. The prevailing party in any arbitration or court proceeding shall be entitled to recover its attorneys' fees and costs from the non-prevailing party.

Nothing in this clause shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Service.

Confidentiality

Both the Service Provider and the Client acknowledge and agree that in the course of executing the Agreement, they may receive or have access to confidential and proprietary information belonging to the other party. Such information includes, but is not limited to, business strategies, customer lists, technology, product plans, marketing plans, financial information, and the details of the Services ("Confidential Information").

The Parties agree to hold all Confidential Information in strict confidence and not to disclose it to any third party without the prior written consent of the disclosing party. The Parties also agree not to use any Confidential Information for any purpose outside the scope of the Agreement.

Confidential Information shall not include information that:

is or becomes publicly known through no breach of this clause by the receiving party;
is received from a third party without breach of any obligation of confidentiality;
is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information;
or is required to be disclosed by law, provided that the disclosing party is given a reasonable opportunity to contest such disclosure.

This confidentiality obligation shall survive the termination of the Agreement and remain in effect for a period of five (5) years following the termination of the Agreement.

Intellectual Property Rights

Under this Agreement, all intellectual property rights, including but not limited to copyrights, trademarks, patents, trade secrets, and any other proprietary rights associated with the Services, and any materials provided or created in connection with the provision of Services, shall remain the sole property of the Service Provider. The Client is granted a non-exclusive, non-transferable, limited right to access and use the Services and any materials provided by the Service Provider solely for personal, non-commercial purposes, subject to the terms of this Agreement.

The Client agrees not to copy, modify, distribute, sell, or lease any part of the Services, or any related materials, nor to reverse engineer or attempt to extract the source code of any software provided as part of the Services, without prior written permission from the Service Provider. The Client acknowledges that any unauthorized use of the intellectual property of the Service Provider may result in irreparable harm for which damages would be an inadequate remedy, and thus the Service Provider shall be entitled to equitable relief, including but not limited to injunctions and specific performance, in addition to any other remedies provided by law or in equity.

Any intellectual property developed, created, or arising in the course of the Agreement, specifically in relation to the provision of the Services, shall be the exclusive property of the Service Provider, unless otherwise agreed in writing between the parties. The Client shall cooperate fully with the Service Provider in protecting such intellectual property rights and shall execute any documents necessary for the prosecution and protection of such rights.

Miscellaneous Provisions

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Services provided hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the city of Rochester, Monroe County. Each party consents to the jurisdiction of such courts and waives any objection to the laying of venue of any such suit, action, or proceeding in such courts.

Any amendment or modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if evidenced in writing signed by each party or an authorized representative of each party.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to reflect the parties' intention or eliminated to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.

All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the third day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed to the party at the address specified in this Agreement or any other address that the party may specify in writing.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.