SHIMRIT BUKELMAN
MASTER YOUR PATH CLIENT SERVICES AGREEMENT

This Agreement is made between SHIMRIT BUKELMAN (“Master Your Path”) and the Client accessing and using the Services.

Definitions

Commencement Date means the date that the Client engages the Services of Master Your Path through the Site or otherwise.

Fees means the fees payable by the Client to Master Your Path in consideration for the Services. Non-Refundable Deposit means the non-refundable deposit, if any, required to be paid by the Client upon
retention of Master Your Path for provision of the Services.
Services means training, coaching, and other services provided by Master Your Path to the Client.

Site means

https://www.shimritnativ.com/, https://masteryourpath.thrivecart.com and/or https://workshop.shimritnativ.com
Term means that date that the Client commences use of Master Your Path’s services until such time as the Client no longer uses the services of Master Your Path.Territory means the World.

Terms and Conditions

1. Appointment.

The Client engages Master Your Path and Master Your Path accepts that appointment, and will carry out the Services within the Territory on the terms and conditions set out herein. By using the Site and the Services of Master Your Path, the Client agrees to be bound by these terms and conditions.

2. Term.

The appointment of Master Your Path shall begin on the Commencement Date and continue for the Term. The Agreement shall automatically continue on a rolling month by month basis unless terminated by either Party.

3. Obligations of Master Your Path.

Master Your Path must:
3.1 provide the Services with a high degree of diligence, quality and efficiency, devote its time, attention and skill to the performance of the Services;
3.2 whilst so providing the Services, remain an independent contractor at all times and, as such:
(a) assume full responsibility for their acts and omissions; and
(b) be solely responsible for any payments in respect of any employment benefits payable, including any sick leave, long service leave, superannuation, workers' compensation, accident, sickness and life insurance in respect to Master Your Path; and
(c) provide all necessary tools to carry out the Services.
Obligations of the Client.
3.3 The Client agrees that it shall provide sufficient details, material, and information (“Client Materials”) to Master Your Path as reasonably requested by Master Your Path to allow it to carry out the Services.
3.4 The Client agrees to supply the Client Materials to Master Your Path within a reasonable time frame after execution of this Agreement, or after request from Master Your Path.
3.5 The Client agrees and acknowledges that any delay caused by the Client failing to provide the Client Materials to Master Your Path may cause delay to the provision of Services by Master Your Path. Further, the Client agrees that Master Your Path shall not be liable for any delay to provision of the Services caused by the failure of the Client to provide the Client Materials in a timely manner.
Photography
3.6 It is hereby agreed that the Client shall grant Master Your Path the right to use any photography, imagery, and/or content taken during the provision of Services for use in marketing, advertising, and promotional collateral.
3.7 Should the Client wish for any photography, imagery, and/or content taken during the provision of Services to not be used in marketing, advertising, and promotional collateral, or removed from such, they may request Master Your Path not use or remove that material in accordance with the relevant provisions of the General Data Protection Regulation.

4 Deliverables and Services

4.1 The Parties agree that Master Your Path shall provide the Services as ordered by the Client through the Site.
4.2 Master Your Path warrants that as at the date of this Agreement and during the Term:
(a) the Services will be performed:
(i) with due care and skill in as competent and professional manner as reasonably possible;
(ii) in accordance with generally applicable industry standards; and
(iii) in accordance with all applicable laws and regulations.
(b) all work provided by Master Your Path:
(i) subject to Clause 4.2 (c), is the original work of Master Your Path;
(ii) has not been and will not be copied from other work unlawfully;
(iii) has in place all consents, approvals, authorities and licenses necessary to carry out the Services lawfully; and
(c) where Master Your Path's work is knowingly based on other works, Master Your Path has obtained the necessary rights in those works.
4.3 Nothing in this Agreement makes Master Your Path liable for any comment made by a participant or Client in the course of Master Your Path ‘s provision of the Services or otherwise through the Site or any other platform hosted by or created by Master Your Path. For the purposes of this clause 4.3, comment includes a statement published orally, in writing, or by an image in any manner about an identifiable person.
4.4 The Client agrees and warrants to Master Your Path that, both during the Term and thereafter:
(a) unless expressly authorised by Master Your Path in writing, the Services provided to the Client shall be for the sole use of the Client. The Client hereby agrees and acknowledges that the Services shall not be used by or shared with the Client’s affiliates or any third party.
(b) Unless expressly authorised by Master Your Path in writing, the Client shall not:
(i) disclose, use, disseminate, reproduce or publish any portion of the Service(s) in any manner;
(ii) permit any related company, parent company, subsidiaries, affiliated entities or any other third parties to use the Service(s) or any portion thereof;
(iii) process any portion of the Service(s) or permit any portion of the Service(s) to be processed with other data or software from any other source;
(iv) allow access to the Service(s) through any terminals located outside of the Client’s base operations; and/or
(v) use the Service(s) to create derivative products.
(c) ItshallnotusetheService(s)inanywaythat:
(i) infringes any third party’s copyright, patent, trademark, trade secret, or any other proprietary rights of intellectual property; and/or
(ii) violates any law, statute, or regulation.
(d) Unless expressly authorised in writing by Master Your Path, the Client shall not remove, alter, or hide any proprietary notices in respect to, or in connection with, the Service(s) provided by Master Your Path hereunder, and agrees to reproduce all such notices on all copies or part thereof.

5. Intellectual Property

5.1 In this Agreement, “Intellectual Property” means all existing and future intellectual property rights including, but not limited to, copyright (both present and future subsisting throughout the world), registered and unregistered trademarks, trade names, slogans, logos, emblems, computer data and digital representations, designs, industrial designs, drawings, trade secrets, visual representations, registered and unregistered patents, know-how and patentable inventions held in the Training, Materials, and Presentation.
5.2 In this Agreement “Materials” means any and all course materials, education materials, online and workshop materials, and the like developed by Master Your Path in connection with the provision of Services to the Client.
“Training” shall mean certain online courses, modules, workshops, and/or training events provided by Master Your Path in connection with this Agreement.
“Presentation” means any online or in person presentation and education provided by Master Your Path in connection with the provision of Services.
5.3 The Client grants to Master Your Path a royalty-free, fully–paid, non-transferable and non-exclusive right and licence for the duration of the Term to use the Client trademark and logo solely and limited for the purpose of carrying out the Services and noting the Client on its website as a client.
5.4 Master Your Path grants to the Client a royalty-free, fully–paid, non-transferable and non-exclusive right and licence for the duration of the Term to use the content in the Services.
5.5 The Client acknowledges that it acquires no beneficial interest in Master Your Path's Intellectual Property which at all times remains the property of Master Your Path.
5.6 The Client agrees and warrants that it shall not share or distribute any content contained in the Materials, Training, or Presentation and/or otherwise included in the Services (whether in whole or part thereof).
5.7 The Client agrees and acknowledges that Master Your Path shall be permitted to share and distribute content created in the Training, Materials, and Presentation with the Client with other clients and customers of Master Your Path, provided only that such distribution does not breach privacy laws and other relevant legislative provisions.
Grant of Licence
5.8 Master Your Path hereby grants to the Client a non-transferable licence to use the Intellectual Property held in the content contained in the Training and Materials, in the course of the Client’s business, and to otherwise copy, and use that Intellectual Property and distribute that Intellectual Property in accordance with this Agreement only.
5.9 The Client acknowledges and agrees that Master Your Path shall retain all copyright in respect to the Intellectual Property.
5.10 The Client shall not grant any sub-licences of the Intellectual Property to any third party without the prior written approval of Master Your Path.
5.11 The obligations contained in this Clause 5 shall survive expiration or termination of this Agreement.
5.12 The Client hereby covenants that it will not distribute the Intellectual Property to any third party who is not a direct employee, staff member, contractor, or agent of the Client.
5.13 The parties agree that upon expiration of the Term, the grant of licence for the Intellectual Property shall also expire, unless otherwise agreed in writing between the Parties.
Case Studies
5.14 The Client grants Master Your Path a perpetual, worldwide, irrevocable, licence to use, reproduce and display any case studies (“Case Studies”) created using results received in relation to the Services carried out, and that such Case Studies may be used for both marketing and promotional purposes and/or further studies, including but not limited to the Master Your Path research, publications, website, proposals, marketing materials, the press, and on any other websites owned and/or operated by Master Your Path, provided always that the Case Studies shall remain anonymous.
5.15 Should the Client wish for any Case Studies derived from their use of the Services to not be used in any manner referred to in above clause 5.10, or wished for them to be removed from such, they may request Master Your Path not use or remove that material in accordance with the relevant provisions of the General Data Protection Regulation.

6 Fees and Invoices

6.1 The Client agrees to pay to Master Your Path the Fees plus relevant sales tax as agreed in writing when the Client orders the Services through the Site.
6.2 Master Your Path shall provide to the Client invoices for Services provided as follows:
(a) showing the amount payable to Master Your Path; and
(b) the invoice shall be a tax invoice in accordance with applicable tax legislation.
6.3 The Client will pay each invoice prior to receiving access to the Services.
6.4 Subject to Clause 13, the Client acknowledges and agrees that the Fees shall be for the entirety of the Services during the Term, however in the event that this Agreement is terminated for any reason, the Client shall not be entitled to any refund, in whole or part, of the Fees unless otherwise agreed in writing by Master Your Path at its sole discretion.
6.5 The Client agrees acknowledges that in the event that the Client fails to pay an invoice by its due date, that access to, and/or provision of, the Services may be suspended or denied, further Master Your Path reserves the right to charge late payment interest at a rate of one and a half percent (1.5%) accrued daily, not to exceed the maximum permitted by law.
6.6 Should it become necessary for Master Your Path to enforce any term of this Agreement either through legal representation, collection agency, or directly through a small claims Court, then the Client agrees that it shall pay all reasonable legal fees, agency fees, court costs, and other reasonable collection costs.

7. Relationship of Parties

7.1 The relationship between the Client and Master Your Path is that of a principal and an independent contractor. Nothing in this Agreement will constitute or deem Master Your Path to be an employee of the Client nor will anything in this Agreement be construed as creating an employment relationship between the Client and Master Your Path.

8 Confidentiality

8.1 The following is Confidential Information of the Parties:
(a) technology and all information clearly marked confidential, software architecture, programs, source code, software, designs, systems, methods and procedures, trade secrets, ideas, know-how, plans, concepts and information whether in writing or otherwise, details of customers, business, sales, marketing or promotional information and financial information;
(b) information or communication that is designated by an employee, officer or agent of the Parties to be confidential;
(c) information or communication the recipient knows or reasonably ought to know is confidential or is held in confidence on behalf of a third party;
(d) Intellectual Property of either Party or that Party’s clients or partners;
(e) that part of all notes and other records prepared based on or incorporating information referred to in sub-paragraph (a); and all copies of information and those parts of the notes and other records referred to.
8.2 Both Parties must:
(a) keep all Confidential Information secret and confidential;
(b) not use all or any of the Confidential Information otherwise than for the provision of Services under this Agreement;
(c) take all reasonable and necessary precautions to maintain the secrecy and prevent the disclosure of any Confidential Information.
8.3 The Parties covenant and warrant that they shall at all times act in good faith in accessing the Confidential Information and shall not act in any way contrary to the commercial interests of the other Party and shall not knowingly circumvent the other Party in its dealings with any other third party as at the date of this Agreement or whilst this Agreement is in force.
8.4 The Parties acknowledge and agree that the Confidential Information is confidential and of significant commercial value and that damages may not be a sufficient remedy for a breach by the receiving party of this Agreement.
8.5 The obligations of confidentiality set out in this Agreement are continuing and shall survive for five (5) years from the termination of this Agreement.

9 Termination

9.1 Either Party may terminate this Agreement immediately if:
(a) the other Party commits any act of dishonesty, fraud, wilful disobedience, or wilful misconduct in the course of carrying out this Agreement;
(b) the other Party breaches any material term contained this Agreement;
(c) any of the following occurs in respect of either Party:
(i) The commission of any act of bankruptcy;
(ii) The entering into or resolution to enter into an arrangement, composition or compromise with or assignment for the benefit of their creditors generally or a class of creditors or proceedings are called to sanction such arrangement, compromise or composition;
(iii) The appointment of a receiver, receiver and manager, official manager, trustee, administrator or similar official is appointed, or steps are taken for such appointment, over any assets or undertaking;
(iv) The suspension of payment of debts generally; and/or
(v) The Party becomes unable to pay its debts when they are due or is or is presumed to be insolvent.
9.3 Upon expiration of the Term the Parties shall in good faith discuss a renewal of the Term.
9.4 The Client agrees that upon expiration of the Term, that the Client shall return all Intellectual Property to Master Your Path, unless otherwise agreed in writing between the Parties.
9.5 In the event of termination of the Agreement for any reason, the grant of licence to the Intellectual Property granted to the Client will cease and all rights in the Intellectual Property shall revert to Master Your Path.

10 Limitation of Liability

10.1 Except as provided for in this Agreement, Master Your Path makes no representation of any kind, express or implied with respect to the delivery of the Services.
10.2 To the extent that any warranty is made, the sole and exclusive remedy for breach of any warranty is that Master Your Path re-provide the Service(s).
10.3 The Client agrees to indemnify, defend and hold harmless Master Your Path, its related entities, shareholders, agents, affiliates, employees, directors and officers, from any and all liability, claim, loss damage, demand or expense (including reasonable legal costs) asserted by any third party due to, arising from, or in connection with a breach by the Client of the terms of this Agreement. This includes, without limitation, any representation or warranty contained herein, any fraudulent conduct committed or negligence by either party, all liabilities related to the Services, any investigation or government claim, and/or any intellectual property claims associated with any and all copy and images supplied by either Party and its associated use thereof.
10.4 No action arising under or relating to this Agreement, regardless of its form, may be brought by either Party more than six (6) months after the cause of action has accrued and in any event, no later than six (6) months after the termination of this Agreement, except for an action for non-payment brought by Master Your Path.
10.5 Master Your Path shall bear no liability whatsoever under or in any way related to this Agreement for any loss, loss of profit, or revenue or for any consequential, indirect, incidental, or exemplary damages.
10.6 If any applicable law implies a condition or warranty into this Agreement in respect of the Services supplied, and Master Your Path's liability for breach of that condition or warranty may not be excluded but may be limited, Clause 10.1 does not apply to that liability and instead Master Your Path's liability for such breach is limited to Master Your Path supplying the services again or paying the cost of having the services supplied again by a third party.

11 Non - Solicitation

11.1 The Parties must not directly or indirectly or through interposed entities on any account in any capacity including on their own account or in partnership or joint venture with any other person, from the date of this Agreement to twelve (12) months after completion of the provision of Services, solicit, employ, or contract any employee or contractor of the other Party, unless otherwise agreed in writing;
11.2 The Parties acknowledge that the restraints under this Clause are reasonable in terms of duration and extent and are reasonably necessary to protect the business interest of the Parties.

12 Rescheduling

12.1 In the event that the Client seeks to reschedule the Services for a 1:1 session, Master Your Path requires at least two (2) weeks’ notice to reschedule at no additional cost to the Client (subject to Force Majeure). Any rescheduled 1:1 session must be rescheduled for a period no greater than 3 months from the date of the original appointment.
12.2 In the event that the Client seeks to reschedule the Services for a 1:1 session with less than two (2) weeks’ notice, then Master Your Path reserves the right to charge a €350.00 rescheduling fee, noting that any re-scheduling will be subject to the availability of Master Your Path.
12.3 The Client is entitled to reschedule the Services up to two (2) times in accordance with clauses 12.1 and 12.2 above where Force Majeure event occurs, after which time Master Your Path reserves the right to cancel the Services at their sole discretion, and retain the Deposit and any Fees paid.
12.4 In the event that the Client requests any amendment to the location where the Services shall be provided, then Master Your Path may consider such request at their sole discretion. The Client agrees and acknowledges that any amendment to the location may affect the Fees payable to Master Your Path.

13 Delay and Force Majeure

13.1 Master Your Path shall not be responsible for Services not completed, or for additional fees incurred due to delays caused by the Client.
13.2 In the event of fire, accident, flood, pandemic, epidemic, state specific or border restrictions, acts of God, government directions, or other causes beyond the Parties’ control that prevent or substantially hinder performance of the Services, the Parties release each other from the terms and obligations described herein and from damages resulting from non-performance. In no event shall either Party be liable for lost profits, sales, or any incidental, consequential, punitive or special damages arising from any breach of this Agreement.
13.3 In the event of any Force Majeure event causing the prevention or cancellation of the Services, then the Client may re-schedule the Services in accordance with clause 12.
13.4 In the event that Master Your Path is unable to fulfill this Agreement due to any Force Majeure event, including as a result of COVID-19 lockdown, quarantine, isolation, travel and/or border restrictions, Master Your Path will not be required to perform the Services under this Agreement, and will further be entitled to limit or cancel the Services at their sole discretion if the safety and/or health of Master Your Path or any other person is compromised.
13.5 In the event that Master Your Path is unable to fulfill this Agreement due to any Force Majeure event, Master Your Path is not liable to provide any refunds for services not yet delivered and any refund is at Master Your Path’s sole discretion.

14 This Agreement

14.1 This Agreement shall be subject to the laws of the Germany and the European Union, and the parties irrevocably submit to the non-exclusive jurisdiction of the law and courts of Germany and the European Union.
14.2 Any provision of, or the application of any provision of, this Agreement which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.
14.3 Any provision of, or the application of any provision of, this Agreement which is void, illegal, or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.
14.4 If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this Agreement.
14.5 The failure of either party at any time to require performance by the other party of any provision of this Agreement does not affect the party's right to require the performance at any time.
14.6 The waiver by either party of a breach of any provision must not be held to be a waiver of any succeeding breach of the provision or a waiver of the provision itself.
14.7 This Agreement supersedes all previous agreements, arrangements, understandings, representations or any other communication in respect of the subject matter of this Agreement and embodies the entire agreement between the parties.
14.8 This Agreement may not be changed or modified in any way subsequent to its execution except in writing signed by the parties.
14.9 In this Agreement, headings are for convenience only and do not affect the interpretation of this Agreement and, unless the context otherwise requires:
(a) words importing the singular include the plural and vice versa;
(b) words with a capital letter where defined in this Agreement have that meaning;
(c) words importing a gender include any gender;
(d) other parts of speech and grammatical forms of a word or phrase defined in this Agreement have a corresponding meaning;
(e) an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and vice versa;
(f) a reference to any thing (including, but not limited to, any right) includes a part of that thing;
(g) a reference to a party in a document includes that party's successors and permitted assigns;
(h) a reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws varying, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;
(i) a reference to a document or agreement includes all amendments or supplements to, or replacements or novations of, that document or agreement.
14.10 The foregoing provisions of this Agreement apply except as otherwise agreed in writing between the Client on the one hand and Master Your Path on the other.