Consulting Philosopher: Norman Livergood

Terms and Conditions, Disclaimer, and Indemnity Agreement

1.  Scope:  These Terms and Conditions govern all current and future relationships between Consulting Philosopher (hereafter referred to as Livergood) and you as Livergood's client (hereafter referred to as Client).
2.  Nature of Services: Livergood offers consultation sessions, either via Internet chat or in person. The consultation sessions are for exploration of issues and questions of Client. Client acknowledges and agrees that the consultation sessions are not psychological counseling, relationship counseling, psychotherapy, financial advising, or any other type of counseling or therapy sessions. Client acknowledges that Livergood neither provides content or materials intended as financial advice, counseling or therapy.  Client acknowledges that any information or advice, whether express or implied, provided by Livergood is not intended as, nor should be considered as a substitute for legal, psychological, counseling, psychotherapeutic counseling, or medical or other similar professional advice or services. If Client feels he or she needs professional counseling or psychotherapy, it is Client's responsibility to seek the help of a skilled or licensed professional in those areas.
3. Livergood offers consulting sessions for exploration of issues and questions of Client. The fee of $75 per session for these consultations must be paid in advance of the scheduled consultation session, either in cash or check. If payment is made by check, a session will not be scheduled prior to clearing of the check. Client must ask for a reschedule of session at least 24 hours in advance of scheduled session time and date. If Client does not receive agreement for rescheduling from Livergood 24 hours in advance, no refund of payment will be made by Livergood to Client.
4. Prices:  Livergood reserves the right to increase the fee for any session without notice to Client (provided that Livergood will not increase prices for services which have previously been scheduled by Livergood and Client but not yet provided.  Absent a written notification to Livergood to the contrary, you agree to accept and be billed for the applicable price increases.
5. Right to Acceptance or Rejection of Clients: Livergood reserves the right to accept only those clients he deems to be qualified for consulting sessions. Qualification is judged by Livergood in terms of Client's ability to participate effectively in consulting sessions and receive genuine benefit from such. Qualification of Client is determined by a required intake interview of Client by Livergood via Internet chat session.

6. Approval: Client's acceptance of the provisions of this Terms and Conditions, Disclaimer, and Indemnity Agreement and signing of this Agreement is required prior to scheduling of any session.
7. Indemnification and Limitation of Liability:
• Client hereby agrees to defend, indemnify, and hold harmless Livergood against any liability, cost, loss, expense or claim of any kind brought against Livergood by third parties and/or government agencies that arises out of any act or omission of Client, or any breach by Client of the provisions of the Terms and Conditions, Disclaimer, and Indemnity Agreement. Livergood shall have the right to select and control legal counsel for the defense of any such claim, demand or action and for any negotiations relating to any such claim, demand or action.
• UNDER NO CIRCUMSTANCES SHALL LIVERGOOD BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THE USE OR INABILITY TO USE LIVERGOOD'S SERVICES OR ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE.
• LIVERGOOD DOES NOT ACCEPT ANY RESPONSIBILITY OR LIABILITY FOR CLIENT'S PARTICULAR INTERPRETATIONS, USES, OR APPLICATIONS OF THE INFORMATION PROVIDED IN THIS AGREEMENT OR IN THE CONSULTATION SESSIONS, AND CLIENT INDEMNIFIES LIVERGOOD FROM ANY SUCH LIABILITY.

8. Disputes: Any unresolved disputes between Client and Livergood shall be settled by binding arbitration before a single arbitrator, using the Rules of the American Arbitration Association in California. The laws of California shall govern these Terms and Conditions. If it becomes necessary to enforce these Terms and Conditions through legal action, Livergood shall be entitled to recover reasonable attorney's fees and costs incurred in collection or enforcement of these Terms and Conditions.
9. Ownership of Intellectual Property: Client acknowledges and agrees that Client shall have no property or other rights or claims in or to any elements of Livergood's intellectual property, including content and copies or transcripts of consulting sessions, and that any improvements or modifications or amendments made or contributed to the Livergood Intellectual Properties by Client or any of his or her affiliates, representatives or agents shall be the exclusive property of Livergood.  Client acknowledges and agrees that Livergood is the sole and exclusive owner of:
• All intellectual property rights related to Livergood services, including but not limited to any and all copyrights, trademarks, trade secrets, patents and other intellectual property protected under applicable laws, and contained in the processes, techniques, presentations, methodologies, concepts and materials used in the Livergood services, the Livergood company name of Consulting Philosopher, the Livergood logo and any and all materials relating to the policies and procedures of Livergood (as modified from time to time).
• All know-how relating to Livergood's services including any copyrights, patents, designs, trade secrets, standard precedents, surveys, questionnaires, research, templates, methods or techniques used in connection with the services of Livergood;
• Any quality assurance systems, manuals or practices used in the services of Livergood;
• Any trademarks, service marks, certification marks, business names, logos and graphic images (whether registered or unregistered) used in connection with Livergood's services; and
• All other intellectual property used in connection with the services of Livergood

10. Non-Infringement: Client may not resell any Livergood intellectual property or other material supplied by Livergood in any other business or service that would be considered competitive or that would infringe on the rights, the goodwill or the brand of Livergood either on the Internet or in the regional geographic area where Livergood and any officers, directors, employees, agents, professionals, servants, successors, assigns, owners, shareholders, members, contractors or subcontractors live and work without the express permission of Livergood.
11. Irreparable Harm:  Client acknowledges and agrees that Client's failure to strictly observe the provisions of this Terms and Conditions, Disclaimer, and Indemnity Agreement will cause irreparable injury to Livergood. If there is any such failure, Client acknowledges and agrees that monetary damages alone would be inadequate to compensate Livergood for any such breach and Livergood shall be entitled to pursue all legal and equitable remedies (including damages and injunctive relief) against Client.
12. Force Majeure: Neither party shall be liable in damages for any delay or default in performing its obligations hereunder if such delay or default is caused by matters beyond the reasonable control of the non-performing party, such as but not limited to power failures, wars or insurrections, acts of God, acts of government, acts or threat of terrorism, strikes, fires, floods, earthquakes, work stoppages, embargoes and/or inability to obtain material; provided, however that the party experiencing such occurrence shall notify the other party at the earliest possible date and take reasonable steps to mitigate and/or cure the cause of such delay.
13. Entire Agreement: This Terms and Conditions, Disclaimer, and Indemnity Agreement constitutes the entire agreement between Livergood and Client with respect to the subject matter addressed herein (collectively, the “Agreement”). This Agreement can only be modified or supplemented by writing signed by duly authorized representatives of Livergood. This Agreement shall be binding upon the parties, their successors, legal representatives and permitted assigns. Client and Livergood intends this Agreement to be a valid  legal instrument and no provision of this Agreement which shall be deemed unenforceable shall in any way invalidate any other provision of this Agreement all of which shall remain in full force and effect.
14. Survival:  The provisions of this Agreement relating to payment of any fees or other amounts owed, payment of any interest or unpaid fees, confidentiality and warranties and indemnities shall survive any termination or expiration of this Agreement.
15. Severability:  If any provision of this Agreement should, for any reason, be held invalid or unenforceable in any respect, the remainder of this Agreement shall be enforced to the full extent permitted by law.  A court of competent jurisdiction is hereby empowered to modify the invalid or unenforceable provision to make it valid and enforceable.

Signed this _______ day of _____________ by ___________________________________________ (Client)

Signed this _______ day of _____________ by ___________________________________________ (Livergood)

Client prints and signs this Agreement and mails it to Livergood. Livergood signs the Agreement and sends a copy to Client.