Coaching Agreement

 Last updated October 2022 

PARTIES

This AGREEMENT is between Wait, Still Thinking, LLC (the “COMPANY”) and you,  (the “CLIENT”) collectively referred to as the “PARTIES”. 

This agreement is intended to govern and control your purchase of (the “SERVICE”) from the COMPANY. 

 

ACCEPTING THESE TERMS

You are entering into a legally binding AGREEMENT with the COMPANY, a ,  according to the following terms and conditions, when you do any of the following:

• Click “I Agree”
• Email your statement of AGREEMENT
• Enter your credit card information
• Sign this AGREEMENT on this page, or reverse
• Enroll electronically in the SERVICE
• Enroll verbally, or otherwise, in the SERVICE

With this acceptance, the Parties agree that any individual, associate, and or assign are bound by the terms of this AGREEMENT. A facsimile, electronic, or emailed executed copy of acceptance of this AGREEMENT is legally binding with either a written or electronic signature and has the same result as an originally signed copy. 

 

COMPANY’S SERVICES

CLIENT wishes to hire COMPANY to provide services relating to Client’s coaching needs, as detailed in this Agreement. COMPANY has agreed to provide such services according to the terms of this Agreement.

This AGREEMENT is executed and effective when CLIENT accepts these terms (electronically, verbally, written, and or otherwise). The COMPANY agrees to provide the work related to the SERVICE.

The terms of this AGREEMENT are binding on any additional goods and or services supplied by COMPANY to CLIENT. 

Parties agree that the SERVICE is in the nature of Business Coaching Services. The scope of work provided by COMPANY according to this AGREEMENT are limited to those listed on COMPANY’S website or as part of the SERVICE. COMPANY reserves the right to substitute work equal to or comparable to the SERVICE for the CLIENT if the need arises, without prior notice.

If COMPANY needs to outsource work related to the SERVICE, and or provide substitute individuals for work related to the SERVICE, the COMPANY will notify the CLIENT about the change or modification.

 

PAYMENT

CLIENT agrees to pay COMPANY for the SERVICE according to the payment option chosen. Either pay in full or a monthly payment plan.

Late payments:

If CLIENT is late with providing payment COMPANY reserves the right to withhold delivery until all outstanding fees and assessed penalties are paid in full. 

Payments that are not received within 3 days of the original due date will incur a late fee of 5%, starting on the 4th day. A 5% late fee will apply every 7 days until payment has been made. 

Refunds:

Upon execution of this agreement, CLIENT is responsible for the full fee. If the client decides to cancel, not participate or has a change of mind, the company will provide only work paid for up to that date, including a $150 administrative fee and within 30 days of the signed contract.

Schedule

COMPANY shall deliver Services in a reasonable amount of time. The client must respond to any COMPANY communication within a 3-5 business day. If CLIENT fails to respond to COMPANY within 14 business days, for feedback or any other request(s), it is within the COMPANY's discretion to delay or cancel a Client’s Services

Coaching sessions:
Sessions are held over video software Microsoft Teams on a date and time chosen by Client on Company’s Schedule. All coaching sessions must be scheduled within 16 weeks of the coaching program. Coaching sessions can be rescheduled 48 hours in advance. Client understands that if clients does not book their sessions they will lose these sessions.

Account Access: 

The client shall provide COMPANY with access to any information that will give COMPANY more insight into the client's business.

PROTECTIONS & RELATIONSHIP

Copyright Ownership: In the event that any copyrighted work(s) are created or shared as a result of the Services provided by Parties in accordance with this Agreement, the contributing Party owns all copyrights in any and all work(s) it creates or produces pursuant to federal copyright law (Title 17, Chapter 2, Section 201-02 of the United States Code), whether registered or unregistered. Any and all products, whether tangible or intangible, produced or created in connection with, or in the process of fulfilling this Agreement, are expressly and solely owned by the Party who creates the materials and may be used in the reasonable course of each Party's business going forward. For example, if COMPANY shares a spreadsheet that Client utilizes, Client may not share, distribute, sell, or otherwise enjoy the privileges of said spreadsheet and copyrighted material contained within the spreadsheet.

Trademark Ownership: Any and all trademarks, whether registered or unregistered, remain the property of the contributing Party.

Permitted Uses of Material(s): COMPANY grants to CLIENT a non-exclusive license of product(s) produced with and for Client for personal use only so long as Client provides Coach with attribution reasonably visible on primary or related course materials or marketing collateral. In no event is Client allowed to share COMPANY'S materials with any third party without COMPANY'S express prior written permission.

Confidentiality: Parties will treat and hold all information of or relating to this Agreement, the Services provided, and the Parties’ businesses in strict confidence and will not use any of this information except in connection with fulfilling the terms of this Agreement, and, if this Agreement is terminated for whatever reason, Parties will return all such information, including account access information, and any and all copies, to the original Party and will remain bound to the Confidentiality provision of this Agreement. Confidential information (known as “Confidential Information” is this Agreement) means information that is of value to its owner and is treated as proprietary or confidential including but not limited to, intellectual property, inventions, trade secrets or information, financial data or information, speculation, knowledge, general Company data or reports, future business plans, strategies, customer lists and information, client acquisition strategies, advertising campaigns, information regarding executives and employees, and the terms and provisions of this Agreement.

Further, at all times neither Party shall use or disclose any Confidential Information relating in any way to the past, present, or future business affairs, conditions, clients, customers, efforts, employees, financial data, operations, practices, products, processes, properties, sales, or services of or relating in any way to the Parties in whatever form to any parties outside of this Agreement.

This Agreement imposes no obligation upon the Parties with respect to any Confidential Information that was possessed before initial business interactions commenced between the Parties; is or becomes a matter of public knowledge through no fault of receiving Party; is rightfully received from a third party not owing to a duty of confidentiality; is disclosed without a duty of confidentiality to a third party by, or with the authorization of the disclosing Party; or is independently developed by either Party without prior knowledge of privileged or Confidential Information.

Relationship of the Parties: COMPANY and any related subcontractors are not employees, partners, or members of Client’s company or organization. COMPANY has the sole right to control and direct the means, manner, and method by which the Services in this Agreement are performed. COMPANY has the right to hire assistants, subcontractors, or employees to provide Client with its Services. Parties are individually and separately responsible for their own business operations and expenses, including securing or paying any licensing fees, taxes (including FICA), registrations, or permits. Client is not responsible for paying for any benefits, Workers Compensation, insurance, or unemployment fees to Company.

 

LIMIT OF LIABILITY

Maximum Damages: Client agrees that the maximum amount of damages s/he is entitled to in any claim of or relating to this Agreement or Services provided in this Agreement are not to exceed the Total Cost of Services provided by COMPANY.

Indemnification: Client agrees to indemnify and hold harmless COMPANY, its related companies, parties, affiliates, agents, independent contractors, assigns, directors, employees, and officers from any and all claims, causes of action, damages, or other losses arising out of, or related to, the Services provided in this Agreement. In the case of in-person meetings or coaching, Client agrees to either secure a reasonable amount of insurance coverage to pay for any claims, causes of action, damage, attorney fees, or other losses as a result of accident or negligence on behalf of the Parties to this Agreement or if no insurance is secured, Client waives its right to directly or indirectly ask or force Coach to pay for any such damages.

Client Responsibilities: CLIENT agrees that the accuracy of information supplied to COMPANY is the sole responsibility of Client, and that COMPANY is not responsible and shall not be held liable for the results of services performed on the basis of inaccurate, incomplete, or untruthful information provided by Client. Client assumes full responsibility for final deliverable(s) provided, final proofing, and accuracy.

Assumption of Risk: CLIENT and related parties/participants expressly assume any risk of Services and related activities as described in this Agreement.

Disclaimer: Client agrees and understands COMPANY is not providing the professional services of an attorney, accountant, nutritionist, financial planner, therapist, or any other kind of licensed or certified professional. Should Client desire professional services that exceed the scope of this Coaching Agreement, Client must sign a letter of engagement of said professional services. No legal, financial, accounting, nutritional, or other kinds of professional advice will be given without entering into such a relationship via the letter of engagement referenced immediately above.

Guarantees: COMPANY cannot make any guarantees as to the results, including financial or other gains, of the coaching provided. COMPANY agrees to provide the Services listed in this Agreement in a reasonable and timely manner. Client agrees to take responsibility for Client’s own results.

Release: Client has spent a satisfactory amount of time reviewing COMPANYs work or past client reviews, and has a reasonable expectation that COMPANY’s Services will produce a reasonably similar outcome and result for Client. COMPANY will use reasonable efforts to ensure Client’s Services are carried out in a style and manner consistent with COMPANY’s current portfolio and services, and COMPANY will try to incorporate any suggestions Client makes.

However, Client understands and agrees that:

• Every client and final delivery is different, with different tastes, budgets, and needs;
• Business Coaching is a subjective service and COMPANY is a provider with a unique vision, with an ever-evolving style and technique;
• COMPANY will use its personal judgment to create favorable results for Client, which may not include strict adherence to Client’s suggestions;
• Dissatisfaction with COMPANY's independent judgment or individual management style are not valid reasons for termination of this Agreement or request of any monies returned.

Non-disparagement:

The Parties mutually agree not to make public defamatory statements that would materially harm the reputation or business activities of any Parties to this Agreement.

 

CANCELLATIONS 

Client Desires to Cancel:

If the Client desires to cancel Services of COMPANY for any reason at any time, then Client shall provide at least 30 days notice to COMPANY in order to cancel this contract. Client may reschedule Services with at least 48-hour notice. Providing Notice will not relieve Client of any currently outstanding payment obligations.

COMPANY will not be obligated to refund any portion of monies Client has previously paid to Coach.  If COMPANY is able to re-book further services on or before Client’s final delivery date, Client may be issued a credit for future services with Contractor at Contractor’s discretion. COMPANY has no obligation to attempt to re-book further Services to make up for Client’s cancellation or rescheduling.

 

COMPANY Desires to Cancel or Reschedule:

In the event Coach cannot or will not perform his/her obligations in any or all parts of this Agreement, COMPANY (or a responsible party) will immediately give notice to Client, and at the COMPANY’s discretion, either attempt to find a reasonable substitute to fulfill the terms of this Agreement or issue a refund or credit based on a reasonably accurate percentage of Services rendered. In the case of a refund where, at the discretion of the COMPANY, no reasonable substitute is found, COMPANY shall excuse Client of further performance obligations in this Agreement.

Force Majeure: Notwithstanding the above, either Party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either Party that materially affects the Services provided in this Agreement, including:

1. A natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, or infestation); or
2. War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not); or
3. Any hazardous situation created outside the control of either Party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.

 

GENERAL PROVISIONS 

Governing Law: The laws of Colorado govern all matters arising under or relating to this Agreement, including torts.

Severability: If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential provisions of this Agreement for each Party remain legal and enforceable.

Notice: Parties shall provide effective notice (“Notice”) to each other via email at the date and time which the Notice is sent.

Merger: This Agreement constitutes the final, exclusive agreement between the Parties relating to the Services contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the Parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.

Assignment: Neither Party may assign or subcontract any rights or obligations in this Agreement without proper Notice, unless otherwise provided in this Agreement.

Titles: The titles and section headers in this Agreement are provided for convenience only and should not be construed as part of this Agreement.

Dispute Resolution: Any controversy or claim arising out of or relating to this contract, or the breach of this Agreement, will be settled by alternative dispute resolution (ADR) prior to a formal complaint. ADR includes arbitration or mediation administered by an authorized entity, such as the American Arbitration Association, in accordance with its Commercial [or other] Arbitration Rules. Any judgment on the award rendered by the arbitrator(s) or mediator(s) may be entered in any court having jurisdiction over this Agreement and related dispute resolution proceedings.