Terms & Conditions
Overview
Welcome to Up Club. Thank you for choosing our services and products. Below you will find important legal terms that govern how you may access, use and purchase our services and products, including, but not limited to, our consulting services, group and individual coaching, courses, and other resources including tutorials, guides, challenges, and emails. Please read these terms carefully before purchasing or using any of our services and products (“Services” or “Programs”). By accessing, using and/or purchasing our programs and services you accept and agree to the following Up Club. Terms and Conditions, which constitutes a legally binding agreement (the “Agreement” or “Terms”) between the “Client” or "You” — the purchaser and/or user of any product, service, or resource — and "Us” or the “Provider,” Up Club.
Effective Date:
This Agreement shall start upon purchase of Services by the Client and shall be enforceable between the parties starting on that date.
Services & Programs:
The Provider agrees to provide access to the Services as described in the specific Service’s sales page on the Effective Date or the stated Program Start Date, as determined by the Provider. These Services may include lessons, 1:1 consultations, forms, worksheets, checklists, ongoing live training sessions, and private discussion groups. The Provider may also introduce discounts or bonuses to the Client upon the purchase of other products or services.
Details of the Services, including but not limited to start dates, inclusions, communication expectations, methods of delivery, and are all as described in the specific Service’s sales page and may not be modified or otherwise changed by the Client.
Limited License:
By purchasing our Services, the Client is granted a single-use, non-exclusive, non-transferable, revocable license to access, view and use the Program. The Client is granted the right to download, store and print single copies of items comprising the Services and Programs. All ownership rights in the intellectual property related to the Services or Programs remain with the Provider and the Client may not use or reproduce any of the content in any manner, without the express written consent of the Provider. Any violation of the copyright or trademark rights of the Provider shall result in immediate termination of access to the Services or Programs without refund.
Copyright:
All material in our Services is covered by the provisions of the Copyright Act (US/UK) and by other applicable laws, policies, regulations and international agreements that address intellectual property rights (Costa Rica & Global). Except as granted in the limited license, any use of our Services and Programs, including modification, transmission, presentation, distribution, republication, or other exploitation of our Services or of their content, whether in whole or in part, is prohibited without the prior written consent of the Provider.
Fees:
The fees for our Services and Programs shall be as set out in our website and offers from time to time. The fees charged by the Provider shall be subject to all applicable taxes as required by the taxing authorities in the jurisdiction of the Provider.
Payments:
We use a third party to process and receive any payments you make on our website. All information obtained during your purchase — such as name, address, payment method, credit or debit card number, and billing information — may be collected by both us and our payment processing platform.
The Client agrees to only purchase Services for yourself or for another person who has given you the express consent to provide their information as stated above.
By purchasing our offerings, you agree to the following terms:
If the Client elects to pay via invoice, the Provider reserves the right to cease your access to our offerings immediately and permanently if payment is not received within 14 days. You will still be held liable for the full cost of the offering.
Payment Schedule:
If the Client elects to pay the fee for Services in monthly instalments as described on the sales page, each instalment will be charged automatically on the same day of the subsequent month(s) until payment of the fee has been made in full.
We reserve the right to cease your access to our Services immediately and permanently if a Fee payment is not received within 7 days of the due date. You will still be held liable for the full cost of the Services.
Late Payments:
If any payment is not received on the payment due date, the Provider may stop work on all Services or discontinue Client access to Programs until any outstanding payment is received in full.
We use a third party to process and receive any payments you make on our website. All information obtained during your purchase — such as name, address, payment method, credit or debit card number, and billing information — may be collected by both us and our payment processing platform.
The Client agrees to only purchase Services for yourself or for another person who has given you the express consent to provide their information as stated above.
By purchasing our offerings, you agree to the following terms:
- Any payment information you provide is true and complete;
- Fees incurred by you will be honoured by your bank, credit card company, or e-commerce company (e.g., PayPal);
- You will pay the incurred charges at the agreed upon prices, including all applicable taxes;
- You give us permission to automatically charge your debit card, credit card, or e-commerce account; and
- If your initial payment method is dishonoured, you will still pay the incurred charges, including any surcharges or applicable fees.
If the Client elects to pay via invoice, the Provider reserves the right to cease your access to our offerings immediately and permanently if payment is not received within 14 days. You will still be held liable for the full cost of the offering.
Payment Schedule:
If the Client elects to pay the fee for Services in monthly instalments as described on the sales page, each instalment will be charged automatically on the same day of the subsequent month(s) until payment of the fee has been made in full.
We reserve the right to cease your access to our Services immediately and permanently if a Fee payment is not received within 7 days of the due date. You will still be held liable for the full cost of the Services.
Late Payments:
If any payment is not received on the payment due date, the Provider may stop work on all Services or discontinue Client access to Programs until any outstanding payment is received in full.
Client Behaviour:
It is expected that Client will be respectful and cooperative towards the Provider and all fellow Clients, both during group sessions, as well as in any online, public or private forums included as part of the Services. Client also agrees not to make any false, disparaging or derogatory comments or statements in public or private regarding the Provider, the Services or any related parties. If at any time the Provider determines that the Client is not acting in accordance with these expectations, the Provider may terminate this Agreement without refund and any payments owing toward the Fees will immediately become due and payable.
Communication Requirements:
During the term of this agreement, the Client agrees to maintain communication, be on time for all 1:1 sessions, and provide all information and feedback needed for the Provider to carry out their obligations under this agreement. Parties agree to inform the other using reasonable efforts, should a delay occur, or be expected to occur. If the Client does not maintain communication or provide the Provider with information as requested and required from time to time, the Provider may, in their discretion, delay or cancel the Services. If such communication breakdown occurs more than once, it is within the Provider’s discretion to cancel this Agreement without further delivery of Services and any amount of the Fee outstanding shall become immediately due and payable.
Rescheduling:
The Provider may be required to make changes to scheduled sessions from time to time. In the event of any schedule change, the Provider will provide as much notice as possible to Client and the Client will not be entitled to any refund of any portion of the Fee.
If an appointment needs to be rescheduled, the Client must directly notify the Provider or reschedule directly in the calendar app prior to the appointment time. If the Client fails to reschedule or provide notice and does not show up to the scheduled appointment, the appointment will be forfeited. The rescheduling of appointments will be subject to the Provider’s availability at the time of rescheduling.
The Provider requires 24 hours’ written notice in order to reschedule a 1:1 session. The session will be forfeited if less notice is provided. Client may only reschedule a session one (1) time within the Term.
If the Client is unable to attend a scheduled group workshop or session, a digital recording of the session will be made available after the session where possible.
It is expected that Client will be respectful and cooperative towards the Provider and all fellow Clients, both during group sessions, as well as in any online, public or private forums included as part of the Services. Client also agrees not to make any false, disparaging or derogatory comments or statements in public or private regarding the Provider, the Services or any related parties. If at any time the Provider determines that the Client is not acting in accordance with these expectations, the Provider may terminate this Agreement without refund and any payments owing toward the Fees will immediately become due and payable.
Communication Requirements:
During the term of this agreement, the Client agrees to maintain communication, be on time for all 1:1 sessions, and provide all information and feedback needed for the Provider to carry out their obligations under this agreement. Parties agree to inform the other using reasonable efforts, should a delay occur, or be expected to occur. If the Client does not maintain communication or provide the Provider with information as requested and required from time to time, the Provider may, in their discretion, delay or cancel the Services. If such communication breakdown occurs more than once, it is within the Provider’s discretion to cancel this Agreement without further delivery of Services and any amount of the Fee outstanding shall become immediately due and payable.
Rescheduling:
The Provider may be required to make changes to scheduled sessions from time to time. In the event of any schedule change, the Provider will provide as much notice as possible to Client and the Client will not be entitled to any refund of any portion of the Fee.
If an appointment needs to be rescheduled, the Client must directly notify the Provider or reschedule directly in the calendar app prior to the appointment time. If the Client fails to reschedule or provide notice and does not show up to the scheduled appointment, the appointment will be forfeited. The rescheduling of appointments will be subject to the Provider’s availability at the time of rescheduling.
The Provider requires 24 hours’ written notice in order to reschedule a 1:1 session. The session will be forfeited if less notice is provided. Client may only reschedule a session one (1) time within the Term.
If the Client is unable to attend a scheduled group workshop or session, a digital recording of the session will be made available after the session where possible.
Cancellation:
If Client desires to cancel the Services, Client shall provide notice to Provider as soon as reasonably possible. In the event of cancellation, Client is not entitled any refund of any amounts paid to the Provider, and any outstanding payments of the Fee owing under this Agreement will immediately become due and payable to the Provider.
If the Provider desires to cancel the Services, the Provider shall provide notice to Client as soon as reasonably possible. The Provider will deliver a final invoice for all Services completed up to and including the date notice is delivered including any amounts owing for Additional Services and/or Expenses. If the Client has paid more than the value of the Services provided by the Provider up to the Cancellation Date, the Provider will refund the difference to Client. Upon payment of the final invoice, Client will be relieved from their obligations under this Agreement.
Refunds:
Due to the non-tangible and digital nature of our Services, we do not issue refunds or exchanges if You are unsatisfied. If the Client cancels this Agreement for any reason whatsoever, the Client is not entitled to any refund of any amounts previously paid to the Provider, including any deposit, advance, instalment, or retainer.
The Provider may provide the Client with a credit to be used toward future work in limited cases where it deems, in its sole discretion, to be appropriate and in an amount to be determined by Provider on a case-by-case basis.
Termination of Agreement:
This agreement will end when Client has paid the Fee in full to Provider and Provider has delivered the Services as set out in this Agreement. Any provisions that survive the termination of this Agreement will remain in full force.
Lawful Purposes:
You agree to access and use our Services for legitimate and lawful purposes only. This means that you shall not use our offerings in a manner that infringes the rights of others, steals the Intellectual Property of our existing clients, encourages crime, or constitutes fraud. Up Club LLC reserves the right to revoke your access from our offerings if you violate these terms and policies. We also reserve the right to investigate complaints and reported violations and take any action we deem necessary or appropriate. This includes but is not limited to reporting any suspected unlawful activity to law enforcement and disclosing any information as needed.
If Client desires to cancel the Services, Client shall provide notice to Provider as soon as reasonably possible. In the event of cancellation, Client is not entitled any refund of any amounts paid to the Provider, and any outstanding payments of the Fee owing under this Agreement will immediately become due and payable to the Provider.
If the Provider desires to cancel the Services, the Provider shall provide notice to Client as soon as reasonably possible. The Provider will deliver a final invoice for all Services completed up to and including the date notice is delivered including any amounts owing for Additional Services and/or Expenses. If the Client has paid more than the value of the Services provided by the Provider up to the Cancellation Date, the Provider will refund the difference to Client. Upon payment of the final invoice, Client will be relieved from their obligations under this Agreement.
Refunds:
Due to the non-tangible and digital nature of our Services, we do not issue refunds or exchanges if You are unsatisfied. If the Client cancels this Agreement for any reason whatsoever, the Client is not entitled to any refund of any amounts previously paid to the Provider, including any deposit, advance, instalment, or retainer.
The Provider may provide the Client with a credit to be used toward future work in limited cases where it deems, in its sole discretion, to be appropriate and in an amount to be determined by Provider on a case-by-case basis.
Termination of Agreement:
This agreement will end when Client has paid the Fee in full to Provider and Provider has delivered the Services as set out in this Agreement. Any provisions that survive the termination of this Agreement will remain in full force.
Lawful Purposes:
You agree to access and use our Services for legitimate and lawful purposes only. This means that you shall not use our offerings in a manner that infringes the rights of others, steals the Intellectual Property of our existing clients, encourages crime, or constitutes fraud. Up Club LLC reserves the right to revoke your access from our offerings if you violate these terms and policies. We also reserve the right to investigate complaints and reported violations and take any action we deem necessary or appropriate. This includes but is not limited to reporting any suspected unlawful activity to law enforcement and disclosing any information as needed.
Lawful Purposes:
You agree to access and use our Services for legitimate and lawful purposes only. This means that you shall not use our offerings in a manner that infringes the rights of others, steals the Intellectual Property of our existing clients, encourages crime, or constitutes fraud. Up Club LLC reserves the right to revoke your access from our offerings if you violate these terms and policies. We also reserve the right to investigate complaints and reported violations and take any action we deem necessary or appropriate. This includes but is not limited to reporting any suspected unlawful activity to law enforcement and disclosing any information as needed.
Media Release:
By posting, submitting, or distributing content — such as comments, photos, or videos — in our website and community, the Client grants the Provider the right to use them in our marketing or promotional efforts, now or at any time in the future. This right includes granting the use of your name and intellectual rights such as copyright and trademark to identify you as the author of your content. You acknowledge that this usage would require neither permission from nor compensation to you. We are not obligated to display your content on our offerings, and we may choose to remove your content at any time for any reason.
The Client grants to the Provider an irrevocable, worldwide, perpetual and unrestricted right to use any media, such as photographs, video, audio recordings or social media posts containing Client’s likeness, whether captured by Client, Provider or third party in relation to this Agreement and for any lawful purpose, including in its online or printed advertising or marketing materials and on all social media platforms, with or without reference to Client and without further notice, grant of permission or right to any financial compensation.
Confidentiality + Non-Disclosure:
The Parties acknowledge that during the Term, certain confidential information may be disclosed to the other Party, either orally or in writing. For the purpose of this Agreement, “Confidential Information” means information that is of value and is treated as confidential and proprietary by its owner, and includes, but is not limited to, personal information, business records, financial data, marketing strategies, inventions, client lists, social media account metrics, passwords, intellectual property, trade secrets and the contents of this Agreement (“Confidential Information”). Client and Provider each agree not to disclose to any other person or entity or make use of the Confidential Information without the express written consent of the other, except to the extent that such disclosure is necessary to carry out their duties under this Agreement or as required by law. At the end of the Term or early cancellation of this Agreement, each Party will return all Confidential Information to the other and will remain bound by their duty of confidentiality to the other.
You agree to access and use our Services for legitimate and lawful purposes only. This means that you shall not use our offerings in a manner that infringes the rights of others, steals the Intellectual Property of our existing clients, encourages crime, or constitutes fraud. Up Club LLC reserves the right to revoke your access from our offerings if you violate these terms and policies. We also reserve the right to investigate complaints and reported violations and take any action we deem necessary or appropriate. This includes but is not limited to reporting any suspected unlawful activity to law enforcement and disclosing any information as needed.
Media Release:
By posting, submitting, or distributing content — such as comments, photos, or videos — in our website and community, the Client grants the Provider the right to use them in our marketing or promotional efforts, now or at any time in the future. This right includes granting the use of your name and intellectual rights such as copyright and trademark to identify you as the author of your content. You acknowledge that this usage would require neither permission from nor compensation to you. We are not obligated to display your content on our offerings, and we may choose to remove your content at any time for any reason.
The Client grants to the Provider an irrevocable, worldwide, perpetual and unrestricted right to use any media, such as photographs, video, audio recordings or social media posts containing Client’s likeness, whether captured by Client, Provider or third party in relation to this Agreement and for any lawful purpose, including in its online or printed advertising or marketing materials and on all social media platforms, with or without reference to Client and without further notice, grant of permission or right to any financial compensation.
Confidentiality + Non-Disclosure:
The Parties acknowledge that during the Term, certain confidential information may be disclosed to the other Party, either orally or in writing. For the purpose of this Agreement, “Confidential Information” means information that is of value and is treated as confidential and proprietary by its owner, and includes, but is not limited to, personal information, business records, financial data, marketing strategies, inventions, client lists, social media account metrics, passwords, intellectual property, trade secrets and the contents of this Agreement (“Confidential Information”). Client and Provider each agree not to disclose to any other person or entity or make use of the Confidential Information without the express written consent of the other, except to the extent that such disclosure is necessary to carry out their duties under this Agreement or as required by law. At the end of the Term or early cancellation of this Agreement, each Party will return all Confidential Information to the other and will remain bound by their duty of confidentiality to the other.
Privacy
The Provider agrees to protect all personal information collected from the Participant for the purpose of providing the Services and if applicable, the jurisdiction of the Participant. The Participant agrees to the collection of use of the personal information in accordance with the Privacy Policy of the Provider for the purpose of delivering and administering the Program. The full privacy policy of the Provider is available on our website. In addition to receiving applicable Program correspondence via e-mail or other electronic communication, the Participant expressly consents to receive any marketing correspondence from the Provider upon registration in the Program. The Participant may unsubscribe from any such marketing lists without affecting access to the Program.
Release, Indemnity + Waiver
Assumption of Risks:
The Client expressly assumes all risks related to the Services provided by the Provider and any related activities set out in this Agreement.
Legal Disclaimer – Not Professional Advice
The Provider provides the information contained in our Services to the Client for informational and educational purposes only. The information contained in these Services, including any interactions with instructors, and participation in any social media groups or chats, shall not be understood or construed as professional advice. The Client shall be required to use their own judgment in applying the information provided in our Services to their own personal circumstances and may wish to get additional professional advice where appropriate.
Legal Disclaimer – Testimonials
Testimonials presented on our website and elsewhere are true to the individuals who contributed them. However, they are individual results and are not representative of all those who will purchase our Services. These statements are merely intended to demonstrate what some clients have experienced while using our Services.
Legal Disclaimer – Technology
We shall not be liable for any losses or damages of any kind related to any websites, course hosting platforms or any other technology used in the delivery of a Service being unavailable or unusable for any reason whatsoever. The Participant hereby agrees that they have the necessary Internet connection and other technology in order to participate fully in the Program or Services.
Legal Disclaimer – Earnings
Client acknowledges the Provider makes no warranty or guarantee that the Services will lead to any specific earnings, business growth or financial results or that the Client will experience the same or similar results as others who use the Services.
The Provider agrees to protect all personal information collected from the Participant for the purpose of providing the Services and if applicable, the jurisdiction of the Participant. The Participant agrees to the collection of use of the personal information in accordance with the Privacy Policy of the Provider for the purpose of delivering and administering the Program. The full privacy policy of the Provider is available on our website. In addition to receiving applicable Program correspondence via e-mail or other electronic communication, the Participant expressly consents to receive any marketing correspondence from the Provider upon registration in the Program. The Participant may unsubscribe from any such marketing lists without affecting access to the Program.
Release, Indemnity + Waiver
Assumption of Risks:
The Client expressly assumes all risks related to the Services provided by the Provider and any related activities set out in this Agreement.
Legal Disclaimer – Not Professional Advice
The Provider provides the information contained in our Services to the Client for informational and educational purposes only. The information contained in these Services, including any interactions with instructors, and participation in any social media groups or chats, shall not be understood or construed as professional advice. The Client shall be required to use their own judgment in applying the information provided in our Services to their own personal circumstances and may wish to get additional professional advice where appropriate.
Legal Disclaimer – Testimonials
Testimonials presented on our website and elsewhere are true to the individuals who contributed them. However, they are individual results and are not representative of all those who will purchase our Services. These statements are merely intended to demonstrate what some clients have experienced while using our Services.
Legal Disclaimer – Technology
We shall not be liable for any losses or damages of any kind related to any websites, course hosting platforms or any other technology used in the delivery of a Service being unavailable or unusable for any reason whatsoever. The Participant hereby agrees that they have the necessary Internet connection and other technology in order to participate fully in the Program or Services.
Legal Disclaimer – Earnings
Client acknowledges the Provider makes no warranty or guarantee that the Services will lead to any specific earnings, business growth or financial results or that the Client will experience the same or similar results as others who use the Services.
Limitation of Liability
Subject to applicable law, in no event shall the Provider and its partners, employees, consultants, agents or licensors be liable for damages of any kind including, without limitation, any direct, special, indirect, punitive, incidental or consequential damages including, without limitation, any loss or damages in the nature of or relating to lost business, lost savings, lost data or lost profits arising from your use of, reliance upon, or inability to use the Services or Programs, regardless of the cause and whether arising in contract (including fundamental breach), tort (including negligence), or otherwise. The foregoing limitation shall apply even if the Provider knew of or ought to have known of the possibility of such damages.
In the event the Provider is found liable for any reason for damages arising directly or indirectly from this Agreement, liability will be limited to the greatest extent possible in the governing jurisdiction and in no case exceed the fee paid by Client to the Provider.
Disclaimer of Warranties:
The Programs and Services are provided “as is” and “as available”, without warranty or condition of any kind, either express or implied. The Provider expressly disclaims all warranties and conditions, including any statutory or implied warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment or non-infringement in respect to the Program, to the fullest extent permissible under applicable law. While we endeavour to provide content that is correct, accurate and timely, no representations or warranties are made regarding our Programs or Services including, without limitation, We provide no representation or warranty that (i) the Program will be accurate, reliable, complete, current, timely or suitable for any particular purpose, (ii) that the operation of any software or hosting platform will be uninterrupted or error-free, (iii) that defects or errors in a Program or Service will be corrected, (iv) that any hosting platform or other required software will be free from viruses, malware, worms or other harmful components, and (v) that communications to or from the course hosting platform will be secure and/or not intercepted. You acknowledge and agree that you are using the Services at your own risk and liability.
Release and Indemnity:
The Client hereby agrees to release the Provider and their partners, employees, consultants, agents and licensors from, and in no event shall any or all of the Providers and their partners, employees, consultants, agents or licensors be liable to you or any other person or entity, for any and all liabilities and damages (including any direct, indirect, special, exemplary or consequential damages, including lost profits) whatsoever arising from your use of the Services (including any breach by you thereof), or otherwise relating to this Agreement and you agree that your sole remedy for any claim, loss, damage, costs or expenses is to cease using the Services. The Participant will indemnify and hold harmless the Provider and its partners, employees, consultants, agents or licensors from and against any claims, losses, judgments, damages, costs and expenses (including without limitation, reasonable legal fees) incurred by any of them due to or resulting from your use of the Services or otherwise relating to this Agreement (including any breach by you thereof). The Client will also indemnify and hold harmless the Provider and their partners, employees, consultants, agents or licensors from and against any claims brought by third parties arising out of your use of the Services or its content.
Subject to applicable law, in no event shall the Provider and its partners, employees, consultants, agents or licensors be liable for damages of any kind including, without limitation, any direct, special, indirect, punitive, incidental or consequential damages including, without limitation, any loss or damages in the nature of or relating to lost business, lost savings, lost data or lost profits arising from your use of, reliance upon, or inability to use the Services or Programs, regardless of the cause and whether arising in contract (including fundamental breach), tort (including negligence), or otherwise. The foregoing limitation shall apply even if the Provider knew of or ought to have known of the possibility of such damages.
In the event the Provider is found liable for any reason for damages arising directly or indirectly from this Agreement, liability will be limited to the greatest extent possible in the governing jurisdiction and in no case exceed the fee paid by Client to the Provider.
Disclaimer of Warranties:
The Programs and Services are provided “as is” and “as available”, without warranty or condition of any kind, either express or implied. The Provider expressly disclaims all warranties and conditions, including any statutory or implied warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment or non-infringement in respect to the Program, to the fullest extent permissible under applicable law. While we endeavour to provide content that is correct, accurate and timely, no representations or warranties are made regarding our Programs or Services including, without limitation, We provide no representation or warranty that (i) the Program will be accurate, reliable, complete, current, timely or suitable for any particular purpose, (ii) that the operation of any software or hosting platform will be uninterrupted or error-free, (iii) that defects or errors in a Program or Service will be corrected, (iv) that any hosting platform or other required software will be free from viruses, malware, worms or other harmful components, and (v) that communications to or from the course hosting platform will be secure and/or not intercepted. You acknowledge and agree that you are using the Services at your own risk and liability.
Release and Indemnity:
The Client hereby agrees to release the Provider and their partners, employees, consultants, agents and licensors from, and in no event shall any or all of the Providers and their partners, employees, consultants, agents or licensors be liable to you or any other person or entity, for any and all liabilities and damages (including any direct, indirect, special, exemplary or consequential damages, including lost profits) whatsoever arising from your use of the Services (including any breach by you thereof), or otherwise relating to this Agreement and you agree that your sole remedy for any claim, loss, damage, costs or expenses is to cease using the Services. The Participant will indemnify and hold harmless the Provider and its partners, employees, consultants, agents or licensors from and against any claims, losses, judgments, damages, costs and expenses (including without limitation, reasonable legal fees) incurred by any of them due to or resulting from your use of the Services or otherwise relating to this Agreement (including any breach by you thereof). The Client will also indemnify and hold harmless the Provider and their partners, employees, consultants, agents or licensors from and against any claims brought by third parties arising out of your use of the Services or its content.
GENERAL:
International Users:
Our offerings are operated and controlled by Up Club LLC. from within its location in Costa Rica. If you use our offerings from a location outside of Costa Rica, you are responsible for complying with all your local laws. You agree not to access our offerings in any manner prohibited by applicable laws and regulations.
Relationship of Parties:
Nothing in this Agreement shall be understood to create an employment, joint venture or partnership relationship between Provider and Client. The Client is hiring the Provider as an independent contractor only. For the avoidance of doubt, the Provider has sole right to control and direct the means, manner, and way in which the Services are provided and may, in their sole discretion, hire assistants, employees or third-party contractors to assist in delivering the Services.
Dispute Resolution:
In the event any dispute arises between the Parties in relation to this Agreement or a breach of this Agreement and the dispute is not resolved by negotiation, the Parties agree to submit the dispute for mediation prior to pursuing any other available remedy in relation to the dispute. The Parties may agree to virtual mediation, when available.
Force Majeure:
Neither Party will be responsible for delays resulting from causes beyond their reasonable control, including without limitation fire, explosion, floods, storms, pandemics, state of emergency, hazardous situations, war, strike, or riot, and either Party may choose to excuse themselves from further performance of their obligations under this Agreement if such occurrence materially affects the performance of Services. The Party relying on Force Majeure will give the other Party reasonable notice of their desire to terminate or suspend Services. Notwithstanding, all payments owing for Services will remain due and payable with such amount to be determined by the Provider.
Notice:
Any notice to be given under this Agreement must be directed to the other Party using the contact information first set out above or as may otherwise be directed (“Notice”). For the purposes of this Agreement, e-mail will be considered sufficient for delivery of Notice. Notice will be deemed to be delivered on the date and time when the Notice is sent.
International Users:
Our offerings are operated and controlled by Up Club LLC. from within its location in Costa Rica. If you use our offerings from a location outside of Costa Rica, you are responsible for complying with all your local laws. You agree not to access our offerings in any manner prohibited by applicable laws and regulations.
Relationship of Parties:
Nothing in this Agreement shall be understood to create an employment, joint venture or partnership relationship between Provider and Client. The Client is hiring the Provider as an independent contractor only. For the avoidance of doubt, the Provider has sole right to control and direct the means, manner, and way in which the Services are provided and may, in their sole discretion, hire assistants, employees or third-party contractors to assist in delivering the Services.
Dispute Resolution:
In the event any dispute arises between the Parties in relation to this Agreement or a breach of this Agreement and the dispute is not resolved by negotiation, the Parties agree to submit the dispute for mediation prior to pursuing any other available remedy in relation to the dispute. The Parties may agree to virtual mediation, when available.
Force Majeure:
Neither Party will be responsible for delays resulting from causes beyond their reasonable control, including without limitation fire, explosion, floods, storms, pandemics, state of emergency, hazardous situations, war, strike, or riot, and either Party may choose to excuse themselves from further performance of their obligations under this Agreement if such occurrence materially affects the performance of Services. The Party relying on Force Majeure will give the other Party reasonable notice of their desire to terminate or suspend Services. Notwithstanding, all payments owing for Services will remain due and payable with such amount to be determined by the Provider.
Notice:
Any notice to be given under this Agreement must be directed to the other Party using the contact information first set out above or as may otherwise be directed (“Notice”). For the purposes of this Agreement, e-mail will be considered sufficient for delivery of Notice. Notice will be deemed to be delivered on the date and time when the Notice is sent.
Assignment:
This Agreement may not be assigned to any other party except with the express written consent of the other Party.
Severability:
If any of the provisions of this Agreement are found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not, to the extent permitted by law, in any way be affected and will remain enforceable.
Waiver of Breach:
The waiver by one Party of any breach of this Agreement by the other Party will not be taken to be a waiver of any future breaches by the breaching Party. The non-breaching Party reserves the right to exercise or enforce their rights at a later date.
Voluntary Agreement:
Client acknowledges that they are executing this Agreement voluntarily and without any duress or undue influence by the Provider or anyone else. Client further acknowledges that they have carefully read this agreement and that they have asked any questions needed for them to understand the terms, consequences, and binding effect of this Agreement and fully understand it. Finally, Client has been provided an opportunity to seek the advice of an attorney of your choosing prior to signing this Agreement.
Entire Agreement:
This Agreement constitutes the entire agreement between the Parties and supersedes any prior negotiation, understanding or Agreement between the Parties, whether oral or written, on the matters contained in this Agreement.
Modification:
The Provider reserves the right to change these terms without notice. The most current version of this agreement will take the place of all previous versions. We encourage you to review these terms periodically to stay informed of important changes.
Customer Service Requests
If you have questions or comments or need to provide notice of any kind to the Provider regarding Services, please e-mail us at hello@weareupclub.com
This Agreement may not be assigned to any other party except with the express written consent of the other Party.
Severability:
If any of the provisions of this Agreement are found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not, to the extent permitted by law, in any way be affected and will remain enforceable.
Waiver of Breach:
The waiver by one Party of any breach of this Agreement by the other Party will not be taken to be a waiver of any future breaches by the breaching Party. The non-breaching Party reserves the right to exercise or enforce their rights at a later date.
Voluntary Agreement:
Client acknowledges that they are executing this Agreement voluntarily and without any duress or undue influence by the Provider or anyone else. Client further acknowledges that they have carefully read this agreement and that they have asked any questions needed for them to understand the terms, consequences, and binding effect of this Agreement and fully understand it. Finally, Client has been provided an opportunity to seek the advice of an attorney of your choosing prior to signing this Agreement.
Entire Agreement:
This Agreement constitutes the entire agreement between the Parties and supersedes any prior negotiation, understanding or Agreement between the Parties, whether oral or written, on the matters contained in this Agreement.
Modification:
The Provider reserves the right to change these terms without notice. The most current version of this agreement will take the place of all previous versions. We encourage you to review these terms periodically to stay informed of important changes.
Customer Service Requests
If you have questions or comments or need to provide notice of any kind to the Provider regarding Services, please e-mail us at hello@weareupclub.com