Client Services Agreement

This Client Services Agreement (“Agreement”) , is made by and between Boston NAPS, LLC, a Massachusetts Limited Liability Company, (the “Company”) having an office for business located at 395 West Broadway, Boston, MA 02127 , and the “Client." (The Company and the Client shall be also be variously referred to herein as the “Parties”). 

This Agreement is limited to membership by the Client in the Company’s online education membership program “Nurture by NAPS."  The access to, or use of,  any other Client Services offered by the Company, including but not limited to, attendance/ participation in live virtual or in person classes and workshops, is  subject to the Client and the Company executing the applicable Client Services Agreement for such services.

 The effective date of this Agreement is the date of original purchase into the membership plan.

Scope Of The Term “Client”.  For the purposes of this Agreement, the term “Client” refers to the person   named herein as  enrolling in  the online  membership program Nurture by NAPS™ (“Nurture by NAPS Membership Program”)   offered by the Company.

Member Access.  As a member of the Nurture by NAPS Membership Program, the Client shall have access to pre-recorded classes, educational materials, and live Question and Answer sessions which are scheduled periodically (collectively the “Information”).  The Client understands and agrees that (i) the Information is  for the sole personal use of the Client and that any other use whatsoever is strictly and expressly prohibited,  (ii)  the Client  shall not  share the Client’s login information with any other individual or entity , (iii) The Client shall not  share any downloads or Information behind the paid wall and (iv)  The Client shall  not  record, copy, resell, or disseminate the Information in any manner  whatsoever. Any violation of the foregoing terms herein may result in the Company  terminating  the Client’s membership in Nurture by NAPS Membership Program at any time and in the Company’s sole discretion.

Payment for Membership.  Payment for membership in Nurture by NAPS Membership Program  is by private pay only. Boston NAPS does not accept payment from third party payors. Payment  shall be made only  through  by automatic monthly or annual  payment.

Cancellation/ Termination   of Membership. The Client may cancel membership in Nurture by NAPS Membership Program  at any time. However, by the signing of this Agreement the Client acknowledges and understands   that any and all payments for membership in the  Nurture by NAPS Membership Program  are non-refundable.  No refunds or credits will be provided under any circumstances, including, but not limited to, the termination of the Client’s membership in Nature by NAPS Membership Program  by the Company at any time and in the Company’s sole discretion.  Upon cancellation/ termination  of membership,  any access by the Client to the Information behind the paid wall is strictly and expressly prohibited.

Additional Policies. The Information provided through the Nurture by NAPS Membership Program is   for educational purposes only and should not be construed, or relied upon the Client  in any way whatsoever,  as medical advice. The Information is not intended to be complete   and should not be used by the Client to   replace the medical advice of the  Client’s physician and health care providers.

Limitation Of Liability. By signing this Agreement the Client  hereby waives all claims against the Company and its successors, officers, members, agents, independent contractors, attorneys,  and employees from any and all actions, causes of action, claims, demands, cost liabilities, expenses and damages (including attorneys fees) arising out of, or in connection with the Client’s membership in the Nurture by NAPS Membership Program  and shall indemnify, defend, and hold harmless the Company and its successors, officers, members, agents, independent contractors, attorneys, and employees from any such foregoing actions, causes of action, claims, demands, cost liabilities, expenses and damages (including attorneys fees) which are asserted by the Client and/or by individuals or entities who are not parties to this Agreement.

Governing Law; Enforcement Costs.  Any dispute arising from any breach or asserted breach of this Agreement, or any other cause of action arising from this Agreement will be governed by, the laws of the Commonwealth of Massachusetts. Neither party to this Agreement shall institute a proceeding in any court or administrative agency to resolve a dispute between the parties before that party has sought to resolve the dispute through negotiations with the other party. If a dispute is not resolved within three (3) weeks after a demand for direct negotiation, the parties shall attempt to resolve the dispute through mediation. If the parties do not promptly agree on a mediator, either party may request the appointment of a qualified mediator. If the Company is forced to take legal action to enforce this Agreement or institute collection efforts for any amounts due under this Agreement, all fees and costs, including but not limited to, collection fees, attorney’s fees, travel expenses, court costs and any post-judgment collection fees, shall be the sole responsibility of the Client.  If legal action is commenced, the Client shall submit to the jurisdiction of the Massachusetts State Courts and the Federal District Court located in Boston, Suffolk County, Massachusetts.

Integration. This Agreement may be executed in two (2) or more counterparts each of which shall be deemed an original, but all of such taken together shall constitute only one Agreement, superseding all prior understandings, oral or written .It is expressly understood and that this Agreement does not obligate either party to enter into any other or further agreements with each other. A facsimile signature, PDF signature, or verified electronic signature such as DocuSign or a similar   electronic signature method is acceptable and   shall be deemed legally binding.

No Third-Party Beneficiaries. Nothing in this Agreement will be construed to give any rights or benefits in this Agreement to anyone other than the Company and the Client. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the Company and the Client, and not for the benefit of any other individual or entity.

Entire Agreement. This Agreement and any writing incorporated by reference herein constitute the Parties’ entire agreement. There are no restrictions, promises, representations, warranties, covenants or understandings other than those expressly set forth herein. This Agreement supersedes all prior agreements between the Parties and may be modified or amended only by a writing signed by the Parties.

Severability. The invalidity or unenforceability of any provision hereo f( as determined by a court or arbitrator of competent jurisdiction)  shall in no way affect the validity or enforceability of the remainder of this Agreement or any other provision hereof.

Amendment, Modification And Waiver. This Agreement may be amended or modified only by a writing signed by the Client and by a duly authorized representative of the Company. No oral modifications shall be effective, and no delay or failure on the part of either party to insist on compliance with any provision hereof shall constitute a waiver of such party’s right to enforce such provision. All waivers must be in writing by a duly authorized representative of each   party.

Construction. The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against either party. All pronouns and words denoting gender shall be construed so as to refer to the masculine, feminine, neuter, or singular form thereof as the identity of the persons, entities and situation may require.

Notices. All notices and other communications hereunder will be in writing or by written telecommunication, and will be deemed to have been duly given if delivered personally or if mailed by certified mail, return receipt requested or by email verified as having been received,  to the relevant address or email address  of the party, or to such address as the recipient of such notice or communication will have specified to the other party hereto in accordance with this section.