The Intimacy Cipher LLC d/b/a

The Intimacy Cipher

Wellness Coaching Agreement Terms and Conditions

The Intimacy Cipher LLC, a Texas limited liability company, d/b/a The Intimacy Cipher (“Company”) and the undersigned on the Services Order Form (“Client”) enter into this Wellness Coaching Agreement Terms and Conditions (“Agreement”) to be effective as of the date of detailed on the Services Order Form (“Effective Date”) (Client and Company, each a “Party,” collectively “Parties”).

Recitals

  1. Company provides educational, information, and wellness coaching services based on lifestyle, nutrition, stress, and wellness education as well as behavioral and habit-based guidance (“Services”). Client and Company have executed a separate services order form (“Services Order Form”) to which the Parties are bound. Any capitalized terms not defined here will have the meaning given in the Services Order Form.
  2. Client and Company enter into this Agreement for Company to provide Client with such Services. Client acknowledges and agrees that Company does not and will not provide medical advice or treatment as part of these Services.
  3. In consideration of the foregoing recitals and the mutual covenants in this Agreement, the Parties agree as follows:

Article 1

Scope of Services and Representation

1.01. Services. Company will provide Client access to the Services in one or more formats in Company’s discretion including, but not limited to: (a) self-study online video courses and digital content; and (b) live or virtual individual and group coaching sessions.

1.02. Exclusion from Services. Client agrees and acknowledges that these Services are not medical advice, diagnoses, interpretations of any results, ongoing medical management, treatment, or any similar clinical function (“Medical Care”) of any kind. Participation in these Services does not establish a provider-patient relationship. Client will not provide Company with any medical information. These Services are not intended to replace Medical Care from a licensed healthcare provider. If Client needs or desire Medical Care, Client is solely responsible for seeking and establishing such care with a third party when needed. In no event will Client delay or disregard seeking or following Medical Care based on content or communications provided or received through the Services. All content and communications provided or received through the Services is educational and for informational purposes only.

1.03. Nature of Representation. Client takes full responsibility for implementing all Service recommendations and managing Client’s own physical, mental, and emotional well-being. While Client’s effort, consistency, and participation in the Services may provide better outcomes, Client acknowledges that the outcome of any coaching, including the Services, is impossible to predict due to multiple individual factors outside of Company’s control. Client acknowledges and agrees that testimonials or other examples of results are illustrative only and not guarantees of any particular outcome or result. Company does not make any promises or guarantees regarding the outcomes associated with Client’s use of the Services.

1.04. Assumption of Risk. Client acknowledges that Services may involve risk and Client freely assumes all risks, including risks of discomfort, emotional or physiological or psychological responses, or aggravation of existing conditions arising from Client’s use of the Services. Client acknowledges that participation in the Services is voluntary.

1.05. Consent to Recording. Client consents to the coaching session provided under the Services to being recorded for quality and training purposes. Company will not share or disseminate the recordings in a manner that identifies Client without Client’s written consent.

Article 2

Service Fees

2.01. Fees. In exchange for access to the Services, Client agrees to pay Company the fees detailed on the Services Order Form (“Service Fee”). Service Fee is due at the time of enrollment unless a payment plan is otherwise agreed to in writing by the Parties.

2.02. Notice of Change; Failure of Payment. Client must notify Company of any change in billing address on file, contact, credit card, debit card, or account information. If a method of payment is declined or an automatic payment does not go through, Client must contact Company within that billing cycle to provide a new form of payment. Services will not be available to Client during a period of missed payment(s). Due to Client’s access of digital and educational content through the Services, subject to applicable law, the Service Fees are final and non-refundable in all instances, including, but not limited to, lack of Client participation, dissatisfaction with results, failure to complete a course of study or action offered by the Services.

Article 3

Term; Termination

3.01. Term. This Agreement begins on the Effective Date and ends when terminated in accordance with this Agreement and the Services Order Form.

3.02. Termination of Representation. Either Party may terminate this Agreement at any time by providing 30 days’ written notice to the other Party. Company may terminate this Agreement immediately in the event of Client’s (a) breach of this Agreement which remains uncured for 5 days after Client receives written notice of such breach; or (b) disruptive, harmful, or inappropriate behavior, or misuse of Services, as determined in Company’s sole discretion.

3.03. Effect of Termination. Upon termination, Client will no longer have access to the Services. Because pricing is based on access to the Services, all fees are earned upon Company providing Client with access to the Services.

Article 4

Indemnification; Limitation of Liability; Confidentiality

4.01. Indemnification. Client will release, indemnify, defend, and hold Company Indemnitee harmless from and against any and all Claims and Losses resulting from or attributable to (a) Client’s breach of any of their representations, warranties, covenants, or agreements made under this Agreement; (b) Client’s participation or engagement in the Services or any misuse of Services or their content; and (c) any negligent, reckless, or intentional acts or omissions of Client, or its officers, managers, owners, employees, independent contractors, or agents.

4.02. Duty to Defend Procedures; Indemnification Payment. The Indemnitee will give the Indemnitor written notice of any Claim of which a duty to defend is to be made against the Indemnitor. However, failure to provide such notice will not relieve the Indemnitor from its obligations under this Agreement, except to the extent the Indemnitor is materially prejudiced as a direct result of such failure to give notice. If any such proceeding is brought against an Indemnitee (other than a proceeding by or in the right of the Indemnitor), after the Indemnitor has acknowledged in writing its duty to defend the Indemnitee, the Indemnitor will be entitled to assume the defense of such proceeding. However, the Indemnitee will be entitled to participate in such proceeding and to retain its own counsel at its own expense. The Indemnitee will cooperate with the Indemnitor at the Indemnitor’s expense in connection with the defense and settlement of the Claim. The Indemnitor may not settle any indemnified Claim in a manner that adversely affects the Indemnitee without its prior written consent, which will not be unreasonably withheld, conditioned, or delayed. Further, the Indemnitee may participate in the defense of the Claim through counsel of its own choosing at its own cost and expense. If an Indemnitee elects to control the defense of a specific Claim with respect to such Indemnitee, such Indemnitee will not consent to the entry of a judgment or enter into a settlement that would require the Indemnitor to pay any amounts under this Article 7 without the prior written consent of the Indemnitor, which will not to be unreasonably withheld, conditioned, or delayed. If the Indemnitor fails promptly to assume the defense and employ counsel reasonably satisfactory to Indemnitee, or the Indemnitee has been advised by counsel that there exist actual or potential conflicting interests between the Indemnitor or the Indemnitor’s counsel and such Indemnitee, the Indemnitee may employ separate counsel, in addition to local counsel, to represent or defend such Indemnitee in such action or proceeding, and the Indemnitor agrees to pay the fees and disbursements of such separate counsel as incurred. To the extent indemnification requires the payment of monies owed, such indemnification will occur as reasonably possible after the determination of monies owed, and payment to the Indemnitee will be made within 30 days of a final determination of monies owed. The Indemnitor’s obligations under this Article 7 are in addition to any rights that any Indemnitee may have at common law or otherwise.

4.03. Definitions. As used in this Agreement, the following defined terms have the meanings set forth below. The definition of a term applies to all variants of the term. Where a plural term is defined, reference to a singular form refers to a single member of the group defined by the plural term. If the group defined by a plural term consists of one member, it is equivalent to the singular.

  • (a) “Claim” means each and every claim, request, accusation, allegation, assertion, complaint, petition, demand, suit, action, proceeding, and cause of action.
  • (b) “Company Indemnitee” means Company, its affiliates, and its and their respective officers, directors, agents, owners, successors, and assigns.
  • (c) “Indemnitee” means a Company Indemnitee.
  • (d) “Indemnitor” means Client.
  • (e) “Loss” means each and every liability, loss, damage, and injury (including injury or damage to any property right, and injury, damage, or death to any Person), wound, wrong, hurt, harm, expense, deficiency, diminution in value, obligation, expenditure and disbursement of any kind or nature (including all fees, costs, and expenses of investigation, travel expenses, and value of time expended by personnel), settlement, fine, fee, cost, cost of court, and all expenses of litigation (including reasonable attorneys’ fees) incident to any of the foregoing.
  • (f) “Person” means a natural person, corporation, business trust, estate, trust, custodian, trustee, executor, administrator, nominee, partnership, limited liability partnership, limited partnership, association, limited liability company, government, governmental subdivision, governmental agency, governmental instrumentality, any other legal or commercial entity, in its own or representative capacity.

4.04. Limitation on Liability. Each Party’s liability to the other Parties for any Loss, relating to or arising from any act or omission in its performance of this Agreement, will be limited to the amount of Service Fee paid under this Agreement. In no event will any Party be liable to the other Parties for any indirect, special, consequential, or punitive damages.

4.05. Confidentiality.

  • (a) “Confidential Information” means any and all non-public, confidential proprietary information, Trade Secrets, and such other confidential information of or relating to a Party, or its parents, subsidiaries and affiliated companies, furnished by a Party and/or its Representatives (“Disclosing Party”) to the other Party or its Representatives (“Receiving Party”), or otherwise learned by Receiving Party or its Representatives during the Term, including but not limited to Service program materials, intellectual property, or other Service participants, as well as other documents prepared by or for Receiving Party, which contain, are based upon, or otherwise reflect Confidential Information or Trade Secrets or Receiving Party’s review of Confidential Information or Trade Secrets. Confidential Information includes any of the foregoing that is reasonably deemed confidential and/or proprietary under the facts and circumstances of disclosure, whether disclosed in writing or orally furnished by Disclosing Party prior to or subsequent to the Effective Date and whether or not marked “confidential”. Notwithstanding the foregoing, Confidential Information will not include information which: (1) Receiving Party can establish by written records was known to Receiving Party at or prior to the time of disclosure by Disclosing Party, except to the extent unlawfully appropriated by Receiving Party, its Representatives or a third party; (2) at or after the time of disclosure by Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on Receiving Party’s or its Representatives’ part; (3) Receiving Party can establish by written records was received by Receiving Party from a third party free to make such disclosure without breach of any legal obligation; or (4) Receiving Party can establish by written records was independently developed by or for Receiving Party without use of the Confidential Information. “Trade secret(s)” means any and all Confidential Information, which qualifies as a “trade secret” under Texas law.
  • (b) Non-Disclosure. Except in furtherance of its obligations under this Agreement, Receiving Party and its representatives, officers, directors, managers, shareholders, members, agents, employees, independent contractors, successors, and assigns (collectively, “Representatives”) will not reveal or otherwise disclose any of the Disclosing Party’s Confidential Information to any third party or use any Confidential Information or proprietary information of Disclosing Party for any purpose. Further, Receiving Party and its Representatives will not trade on or otherwise use Disclosing Party’s Confidential Information for personal gain or in any way that is detrimental or adverse to the interests of Disclosing Party. If Receiving Party desires to disclose Confidential Information to a third party, Receiving Party may do so only with the prior written consent of Disclosing Party, except as otherwise provided below. Receiving Party will protect Confidential Information with the same degree of care as Receiving Party uses in protecting Receiving Party’s own confidential and proprietary information (but in no event a lesser degree of care than a reasonably prudent person). If Receiving Party is requested pursuant to, or required by applicable law, regulation or legal process to disclose any Confidential Information, Receiving Party will promptly notify Disclosing Party in writing so that Disclosing Party may seek a protective order or other appropriate remedy or, in Disclosing Party’s sole discretion, waive in writing compliance with the terms of this Section. If no protective order or other remedy is obtained, or Disclosing Party waives in writing compliance with the terms of this Section, Receiving Party will furnish only that portion of the Confidential Information which Receiving Party is advised by counsel is legally required and has Disclosing Party’s counsel’s agreement that such portion of Confidential Information is legally required to be disclosed, and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information.
  • (c) Return of Confidential Information. At any time upon Disclosing Party’s request and upon expiration or termination of this Agreement for any reason, if Receiving Party or its Representatives possess any Confidential Information, Receiving Party will return to Disclosing Party and/or destroy, as directed by Disclosing Party, all copies of the Confidential Information, and all Derivatives of such information, and will certify in writing that all such Confidential Information has been returned and/or destroyed. Receiving Party, however, may return Confidential Information, or any part of such information, to Disclosing Party at any time. “Derivatives” means: (a) for copyrightable or copyrighted material, any translation, abridgement, revision, or other form in which an existing work may be recast, transformed or adapted; (b) for patentable or patented material, any improvement on the material; and (c) for material which is protected by Trade Secret, any new material derived from such existing Trade Secret material, including new material which may be protected by copyright, patent, and/or Trade Secret.

Article 5

Additional Provisions

5.01. Ownership of Intellectual Property. Any information, contents, materials, documents, details, graphics, video, files, data, text, images, digital pictures, visuals, or any other medium in which the Services are displayed or provided to Client will not be used or published by Client either by electronic, mechanical, photocopying, recording or otherwise without the written permission of Company. It is agreed by the Parties that the amount of damage caused to Company by infringement of its intellectual property cannot easily be determined and it is agreed that Client will pay $10,000.00 to Company as liquidated damages and not as penalties. This liquidated damages provision is cumulative to all other rights and remedies Company may have in connection with the infringement of its intellectual property.

5.02. Assignments. This Agreement and any rights or obligations under this Agreement is not assignable or transferable by Client, by operation of law, or otherwise. Client will not assign this Agreement without the prior written consent of Company. Any attempt to assign or transfer this Agreement other than in accordance with this section will be null and void. Subject to the foregoing, this Agreement will be binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors and permitted assigns.

5.03. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior proposals, understandings, and agreements, whether oral or written, between the Parties with respect to the same.

5.04. Representations & Warranties. Client represents and warrants that this Agreement constitutes the legal, valid, and binding obligations of Client, enforceable in accordance with its terms.

5.05. Governing Law.

  • (a) Governing Law and Venue. This Agreement and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement, including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement, or as an inducement to enter into this Agreement), will be governed by, and enforced in accordance with, the internal substantive and procedural laws of the state of Texas, without giving effect to any laws, rules or provisions of the state of Texas that would cause the application of the laws rules or provisions of any jurisdiction other than the state of Texas, including its statutes of limitations, without regard to any borrowing statute that would result in the application of the statute of limitations of any other jurisdiction. Each Party consents to the exclusive jurisdiction of the state and federal courts sitting in (or with jurisdiction over) Dallas County in any action on a claim arising out of, under, or in connection with this Agreement or the transactions contemplated by this Agreement. Each Party further agrees that personal jurisdiction over it may be effected by service of process by registered or certified mail addressed and that when so made will be as if served upon it personally within the state of Texas.
  • (b) Binding Arbitration. In exchange for the benefits of the speedy, economical, and impartial dispute resolution of arbitration, each Party, with the advice and consent of their selected counsel, choose to waive their right to resolution of their disputes in a court of law by judge or jury, and instead elect to treat their disputes, if any, pursuant to the Commercial Arbitration Rules, as then in effect (“Arbitration Rules”), of the Judicial Arbitration Mediation Services, Inc. (“JAMS”), in accordance with this Agreement.
    • (1) The Parties agree that any controversy, dispute, or claim (“Dispute”) arising out of or relating to this Agreement will be settled by a private, final, and binding arbitration in Dallas County, Texas administered by JAMS pursuant to the Arbitration Rules. For the avoidance of doubt, any Dispute about the enforceability of this Agreement or whether a Dispute is subject to this Agreement, will be resolved by arbitration.
    • (2) The Parties desire and agree that any arbitration proceedings will be conducted before an arbitrator to be selected pursuant to the Arbitration Rules of the JAMS (“Arbitrator”) as expeditiously as possible and acknowledge that expeditious arbitration is in the interest of the Parties.
    • (3) The Parties will maintain the private nature of the arbitration proceeding, except as may be necessary in connection with a court application for a preliminary remedy, a court action to challenge or enforce the arbitration award, or as otherwise required by law or judicial decision. The Parties further agree that the Arbitrator will render the arbitration award in writing and explain the decision which, to the extent possible, will not include the Practice’s confidential information.
    • (4) The Parties waive to the fullest extent permitted by law any rights to appeal or to review of the arbitration award by any court or tribunal. The Party consent to exclusive jurisdiction of, and agree that sole venue will lie in, any state or federal court sitting in Dallas County, Texas for any allowable judicial proceeding relating to any arbitration under this Agreement, including entry of a judgment on the arbitration award.
    • (5) Notwithstanding anything to the contrary in this Agreement, a party may file an action in any state or federal court sitting in Dallas County, Texas to obtain provisional injunctive or equitable relief to prevent immediate and irreparable harm and to ensure that the relief sought by the aggrieved party is not rendered ineffectual pending the arbitration. Each Party waives any defense of inconvenient forum to the maintenance of any action so brought and waives any bond, surety, or other security that might be required of any other Party, or the Practice with respect to such defense. Any party may make service on any other party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in this Agreement. Nothing in this Agreement, however, will affect the right of any party to serve legal process in any other manner permitted by law or at equity. For the avoidance of doubt, in the event of a conflict between this Agreement and the Arbitration Rules, this Agreement controls.
  • (c) Rights and Liabilities. The rights and liabilities of the Parties will be determined pursuant to the laws of the state of Texas and this Agreement. To the extent that the rights or obligations of any Party are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement will control to the extent permitted by the laws of the state of Texas.

5.06. Amendments. Amendments of this Agreement will not be binding unless such amendment is in writing and signed by a duly authorized representative of the Parties.

5.07. Rules of Construction.

  • (a) Interpretation. Neither Party will be deemed the drafter of this Agreement despite the possibility that one Party or its representatives may have prepared the initial draft or played a greater role in the preparation of subsequent drafts. In construing this Agreement, no provision will be construed in favor of one Party on the ground that such provision was drafted by the other Party. If any claim is made by a Party relating to any conflict, omission, or ambiguity in the provisions of this Agreement, no presumption, burden of proof, or persuasion will be implied because this Agreement was prepared by or at the request of either Party or its counsel.
  • (b) Captions. The headings and captions of this Agreement are inserted for reference convenience and do not define, limit or describe the scope or intent of this Agreement or any particular section, paragraph, or provision of this Agreement.
  • (c) Include Not Limiting. Unless otherwise provided, the words “include(s),” “included,” or “including” do not limit the preceding words or terms.
  • (d) Pronouns. Pronouns in this Agreement refer to the masculine, feminine, neuter, singular or plural as the context will require.

5.08. Waiver. The failure of either Party to insist in one or more instances upon performance of any terms of this Agreement or a waiver by a Party of any provision of this Agreement in any instance will not be deemed a waiver of such provision, or any other provision of this Agreement as to any future instance or occurrence. No term of this Agreement may be waived except by written consent of the waiving Party. All remedies, rights, undertakings, and obligations contained in this Agreement will be cumulative and none of them will be in limitation to any other remedy, right, undertaking, or obligation of a Party.

5.09. Severability. The provisions of this Agreement are severable. The invalidity, in whole or in part, of any provision of this Agreement will not affect the validity or enforceability of any other of its provisions. If one or more provisions of this Agreement are declared invalid or unenforceable, the remaining provisions will remain in full force and effect and will be construed in the broadest possible manner to effectuate the purposes of this Agreement.

5.10 Reformation. If one or more provisions of this Agreement are declared invalid or unenforceable, the Parties agree to replace, and if they do not agree, any court having jurisdiction will replace, such void or unenforceable provisions of this Agreement with valid and enforceable provisions that will achieve, to the fullest extent possible, the economic, business, and other purposes of the void or unenforceable provisions.

5.11. Force Majeure. In the event either Party is unable to perform its obligations under the terms of this Agreement because of acts of illness, natural disasters, strikes, equipment or transmission failure or damage reasonably beyond its control, platform outages, or other causes reasonably beyond its control, such Party will not be liable for such failure to perform or otherwise from such causes.

5.12. Counterparts. This Agreement may be executed in any number of counterparts. This Agreement may be executed by facsimile signature or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., https://www.docusign.com/).

The Parties have entered into this Agreement to be effective as of the Effective Date on the Services Order Form.

The Intimacy Cipher

General Terms and Conditions

1. Acceptance of Terms

By accessing or using this website and any associated services (the “Service”), including SMS, MMS, or other messaging communications, you agree to be bound by these Terms of Service (“Terms”). If you do not agree, you may not use the Service.

2. Messaging Program Description

The Intimacy Cipher LLC provides an SMS messaging program to communicate with customers, vendors, and business partners regarding legitimate business interactions. Messages may include, but are not limited to:

  • Appointment requests, confirmations, cancellations, and reminders
  • Treatment or service information and follow-ups
  • Pre and post-appointment instructions
  • Billing, payment, or account-related notifications
  • Practice updates, operational notices, or service availability

Message frequency varies depending on the nature of the interaction and user preferences. The Intimacy Cipher LLC does not send unsolicited text messages.

3. User Consent (Opt-In)

You may receive messages from us after you choose to engage with our company by:

  • Scheduling or requesting an appointment
  • Contacting us with questions about treatments or services
  • Completing an online form, consultation request, or intake form

Your consent is optional and not required to make a purchase.

4. Message Frequency

Message frequency may vary. Message and data rates may apply. You may receive up to 10 promotional messages per month, as well as additional messages as needed for transactional or appointment-related communications.

5. Opt-Out & Support

You may opt out of receiving SMS messages at any time by replying STOP to any message. After you send STOP, you may receive one final message confirming your opt-out. You will no longer receive SMS messages unless you opt in again.

For help or support, reply HELP to any message, or contact us at:

  • Email: drangie@intimacycipher.com
  • Phone: 860-808-8663

6. Fees & Charges

Message and data rates may apply depending on your mobile carrier and plan. The Intimacy Cipher LLC is not responsible for any carrier charges incurred due to message delivery.

7. Supported Carriers

Carriers are not liable for delayed or undelivered messages. Messaging services are supported by most major U.S. carriers, but are not guaranteed to be available on all carriers or devices.

8. Prohibited Use

You agree not to use the messaging service for:

  • Spam or unsolicited messaging
  • Fraud, deception, or impersonation
  • SHAFT content (Sex, Hate, Alcohol, Firearms, Tobacco, where prohibited)
  • Any activity that violates TCPA, CTIA guidelines, carrier policies, or applicable law

We reserve the right to suspend or terminate messaging access for violations.

9. Age Requirement and Parental Consent

Services are intended for individuals eighteen (18) years of age or older. No individual under eighteen (18) may receive any service unless expressly permitted by applicable law and approved in writing by a parent or legal guardian. Certain services, including injectables and laser treatments, are not available to minors under any circumstances. The Company reserves the right to refuse service at its sole discretion.

10. Privacy & Data Use

Your personal information, including phone numbers, is handled in accordance with our Privacy Policy.

We do not sell or share mobile numbers with third parties for their marketing purposes.

11. Service Modifications & Termination

We reserve the right to modify, suspend, or discontinue the messaging service at any time without notice. We reserve the right to revoke messaging access for non-compliance with our terms.

12. Disclaimer & Limitation of Liability

Messaging services are provided “as is.” We are not liable for message delays, delivery failures, or service interruptions beyond our reasonable control.