Terms & Conditions

Last Updated 6/29/2021

By visiting www.sunandshadecounseling.com, you are consenting to our Terms and Conditions.

OVERVIEW

The terms “we,” “us,” and “our” refer to SUN AND SHADE COUNSELING PLLC d/b/a EVAN MERIDA COUNSELING. The term “Site” refers to www.sunandshadecounseling.com. The term “Service” refers to any online content provided through the Site, whether free or at cost. The terms “user,” “you,” and “your” refer to site visitors, customers, and any other users of the site.

Use of www.sunandshadecounseling.com, including all materials presented herein and all online services provided by SUN AND SHADE COUNSELING PLLC d/b/a EVAN MERIDA COUNSELING, is subject to the following Terms and Conditions. These Terms and Conditions apply to all site visitors, customers, and all other users of the site. By using the Site or Service, you agree to these Terms and Conditions, without modification, and acknowledge reading them.

USE OF THE SITE AND SERVICE

To access or use the Site, you must be 18 years of age or older and have the requisite power and authority to enter into these Terms and Conditions. Children under the age of 18 must obtain permission from their legal caretakers before using the site.

Information provided on the Site and in the Service related to mental health counseling and other information are subject to change. SUN AND SHADE COUNSELING PLLC d/b/a EVAN MERIDA COUNSELING makes no representation or warranty that the information provided, regardless of its source (the “Content”), is accurate, complete, reliable, current, or error-free. SUN AND SHADE COUNSELING PLLC d/b/a EVAN MERIDA COUNSELING disclaims all liability for any inaccuracy, error, or incompleteness in the Content.

ACCOUNT CREATION

In order to use the Service, you may be required to provide information about yourself including your name, email address, username and password, and other personal information. You agree that any registration information you give to SUN AND SHADE COUNSELING PLLC d/b/a EVAN MERIDA COUNSELING will always be accurate, correct, and up to date.

You must not impersonate someone else or provide account information or an email address other than your own. Your account must not be used for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction.

LAWFUL PURPOSES

You may use the Site and Service for lawful purposes only. You agree to be financially responsible for all purchases made by you or someone acting on your behalf through the Site. You agree to use the Site and to purchase services or products through the Site for legitimate, non-commercial purposes only. You shall not post or transmit through the Site any material which violates or infringes the rights of others, or which is threatening, abusive, defamatory, libelous, invasive of privacy or publicity rights, vulgar, obscene, profane, or otherwise objectionable, contains injurious formulas, recipes, or instructions, which encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law.

REFUSAL OF SERVICE

The Services are offered subject to our acceptance of your order or requests. We reserve the right to refuse service to any order, person or entity, without the obligation to assign reason for doing so. No order is deemed accepted by us until payment has been processed. We may at any time change or discontinue any aspect or feature of the Site or Service, subject to us fulfilling our previous responsibilities to you based on acceptance of your payment.

ORDER CONFIRMATION

We will email you to confirm the placement of your order and with details concerning product delivery. In the event that there is an error in this email confirmation, it is your responsibility to inform us as soon as possible.

REFUND POLICY

Unless otherwise stated in writing with respect to particular Services offered for sale via this Website, SUN AND SHADE COUNSELING PLLC d/b/a EVAN MERIDA COUNSELING abides by a strict, no refund policy. By accepting these Terms, You agree and understand that you are foregoing the right to claim any refund of fees paid for access and use of the Services offered via this Website.

NO WARRANTIES

By accepting these Terms, you agree and understand that We provide mental health counseling and educational services only and guarantee no specific results. Consult with your physician before following any physical movement/training instructions you receive through the Service. Evan Merida is not a licensed medical care provider and represents that he has no expertise in diagnosing, examining, or treating medical conditions of any kind, or in determining the effect of any specific exercise on a medical condition. The Service is not a prescription system and is not intended to be a substitute for professional medical advice, diagnosis, or treatment. There are inherent risks in any physical activity. Remember to move safely within the boundaries of your own capabilities. If you feel discomfort or pain, do not continue.

You understand and are aware that health changes can alter your life and that you are voluntarily participating in these activities with knowledge of the risks involved. You hereby agree to expressly assume and accept any and all responsibility for your activities associated with or arising out of your use of the Service. You hereby further declare yourself to be physically and mentally sound and suffering from no condition, impairment, disease or infirmity or other illness that would prevent your participation in any programs or activities suggested by Evan Merida. You assume all responsibility for your participation in any programs or activities recommended by Evan Merida. You understand the risks of your participation in health altering activities that may be suggested, and you voluntarily choose to participate, assuming all risks due to your participation, whether such risks are known or unknown.

The use of our information, products and services should be based on your own due diligence and YOU AGREE THAT WE ARE NOT LIABLE FOR YOUR SUCCESS OR FAILURE. In accepting these Terms, You acknowledge that You take full responsibility for your own success.

As such THE SERVICES, CONTENT AND ALL DOWNLOADABLE SOFTWARE ARE DISTRIBUTED AS AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILTY OR FITNESS FOR A PARTICULAR PURPOSE.

YOU HEREBY ACKNOWLEDGE THAT USE OF THE SERVICES IS AT YOUR OWN RISK. Limitations herein described shall be applied to the greatest extent enforceable under applicable law.

MATERIAL YOU SUBMIT TO THE SITE

You shall not upload, post or otherwise make available on the Site any artwork, photos, or other materials (collectively “materials”) protected by copyright, trademark, or other proprietary right without the express written permission of the owner of the copyright, trademark, or other proprietary right, and the burden of determining that any materials are not so protected rests entirely with you. You shall be liable for any damage resulting from any infringement of copyrights, trademarks, or other proprietary rights, or any other harm resulting from such a submission. For all materials submitted by you to the Site, you automatically represent or warrant that you have the authority to use and distribute the materials, and that the use or display of the materials will not violate any laws, rules, regulations, or rights of third parties.

INTELLECTUAL PROPERTY RIGHTS TO YOUR MATERIALS

We claim no intellectual property rights over the material you supply to SUN AND SHADE COUNSELING PLLC d/b/a EVAN MERIDA COUNSELING. You retain copyright and any other rights you may rightfully hold in any content that you submit through the Site or Service. Content you submit to SUN AND SHADE COUNSELING PLLC d/b/a EVAN MERIDA COUNSELING remains yours to the extent that you have any legal claims therein. You agree to hold SUN AND SHADE COUNSELING PLLC d/b/a EVAN MERIDA COUNSELING harmless from and against all claims, liabilities, and expenses arising out of any potential or actual copyright or trademark misappropriation or infringement claimed against you. By posting material on the Site, you grant us a worldwide, nonexclusive, irrevocable license to use the material for promotional, business development, and marketing purposes.

OUR INTELLECTUAL PROPERTY

The Site and Service contain intellectual property owned by SUN AND SHADE COUNSELING PLLC d/b/a EVAN MERIDA COUNSELING, including trademarks, copyrights, proprietary information, and other intellectual property. You may not modify, publish, transmit, participate in the transfer or sale of, create derivative works from, distribute, display, reproduce or perform, or in any way exploit in any format whatsoever any of the Site or Service Content or intellectual property, in whole or in part, without our prior written consent. We reserve the right to immediately remove you from the Service, without refund, if you are caught violating this intellectual property policy.

CHANGED TERMS

We may at any time amend these Terms and Conditions. Such amendments are effective immediately upon notice to you by us posting the new Terms and Conditions on this Site. any use of the Site or Service by you after being notified means you accept these amendments. We reserve the right to update any portion of our Site and Service, including these Terms and Conditions, at any time. We will post the most recent versions to the Site and list the effective dates on the pages of our Terms and Conditions.

LIMITATION OF LIABILITY

YOU AGREE THAT UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR ANY OTHER DAMAGES ARISING OUT OF YOUR USE OF THE SITE OR SERVICE. ADDITIONALLY, SUN AND SHADE COUNSELING PLLC d/b/a EVAN MERIDA COUNSELING IS NOT LIABLE FOR DAMAGES IN CONNECTION WITH (I) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, DENIAL OF SERVICE, ATTACK, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE; (II) LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL OR DATA; AND (III) THIRD PARTY THEFT OF, DESTRUCTION OF, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF YOUR INFORMATION OR PROPERTY, REGARDLESS OF OUR NEGLIGENCE, GROSS NEGLIGENCE, FAILURE OF AN ESSENTIAL PURPOSE AND WHETHER SUCH LIABILITY ARISES IN NEGLIGENCE, CONTRACT, TORT, OR ANY OTHER THEORY OF LEGAL LIABILITY. THE FOREGOING APPLIES EVEN IF SUN AND SHADE COUNSELING PLLC d/b/a EVAN MERIDA COUNSELING HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN THE DAMAGES. IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR THE DAMAGES, OUR LIABILITY IS LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL SUN AND SHADE COUNSELING PLLC d/b/a EVAN MERIDA COUNSELING’S CUMULATIVE LIABILITY TO YOU EXCEED THE TOTAL PURCHASE PRICE OF THE SERVICE YOU HAVE PURCHASED FROM SUN AND SHADE COUNSELING PLLC d/b/a EVAN MERIDA COUNSELING, AND IF NO PURCHASE HAS BEEN MADE BY YOU SUN AND SHADE COUNSELING PLLC d/b/a EVAN MERIDA COUNSELING’s CUMULATIVE LIABILITY TO YOU SHALL NOT EXCEED $100.

THIRD PARTY RESOURCES

The Site and the Service contain links to third party websites and resources. You acknowledge and agree that we are not responsible or liable for the availability, accuracy, content, or policies of third party websites or resources. links to such websites or resources do not imply any endorsement by or affiliation with SUN AND SHADE COUNSELING PLLC d/b/a EVAN MERIDA COUNSELING. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

INDEMNIFICATION

You shall indemnify and hold us harmless from and against any and all losses, damages, settlements, liabilities, costs, charges, assessments, and expenses, as well as third party claims and causes of action, including, without limitation, attorney’s fees, arising out of any breach by you of any of these Terms and Conditions, or any use by you of the Site or Service. You shall provide us with such assistance, without charge, as we may request in connection with any such defense, including, without limitation, providing us with such information, documents, records, and reasonable access to you, as we deem necessary. You shall not settle any third party claim or waive any defense without our prior written consent.

EFFECT OF HEADINGS

The subject headings of the paragraphs and subparagraphs of this agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions.

ENTIRE AGREEMENT; WAIVER

This agreement constitutes the entire agreement between you and SUN AND SHADE COUNSELING PLLC d/b/a EVAN MERIDA COUNSELING pertaining to the Site and Service and supersedes all prior and contemporaneous agreements, representations, and understandings between us. No waiver of any of the provisions of this agreement by SUN AND SHADE COUNSELING PLLC d/b/a EVAN MERIDA COUNSELING shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by SUN AND SHADE COUNSELING PLLC d/b/a EVAN MERIDA COUNSELING.

NOTICES

All notices, requests, demands, and other communications under this agreement shall be in writing and properly addressed as follows:

SUN AND SHADE COUNSELING PLLC d/b/a EVAN MERIDA COUNSELING
899 Logan St, Denver, CO 80203

GOVERNING LAW; VENUE; MEDIATION

These Terms in all respects shall be governed by and construed according to the laws of the State of Colorado. The venue for any dispute shall be in the County of Denver.

This Agreement is entered into in Denver County, Colorado. You agree and consent to the exclusive jurisdiction and venue of the State of Colorado and County of Denver for any dispute arising from or related to this Agreement.

The parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this agreement by mediation, which shall be conducted under the then current mediation procedures of The CPR Institute for Conflict Prevention & Resolution or any other procedure upon which the parties may agree. The parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration, or other dispute resolution procedures.

RECOVERY OF LITIGATION EXPENSES

If any legal action or any arbitration or other proceeding is brought for the enforcement of this agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

SEVERABILITY

If any term, provision, covenant, or condition of this agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

ASSIGNMENT

These Terms and Conditions bind and inure to the benefit of the parties’ successors and assigns. These Terms and Conditions are not assignable, delegable, sublicenseable, or otherwise transferable by you. Any transfer, assignment, delegation, or sublicense by you is invalid.