This Coaching Agreement (hereinafter “Agreement”), is made by and between the following parties:
Winterwolf Enterprises LLC, a limited liability company, organized under the laws of the state of Nevada, hereinafter referred to as “Coach,” and anyone and everyone using and/or purchasing our Services hereinafter referred to as “Client.”
WHEREAS, Client is desirous of implementing coaching or consulting services (herein “Coaching”) into the Client’s life, as discussed more fully below;
WHEREAS, Coach is skilled and capable in the areas Client needs and would like to coach Client;
NOW, therefore, in consideration of the promises and covenants contained herein, the receipt and sufficiency of which is acknowledged, the Parties do hereby agree as follows:
Article 1 – SCOPE:
This Agreement sets forth the terms and conditions whereby Coach agrees to provide professional coaching Services (as described below). Coach will be engaged for the limited purpose of providing these Services to the Client.
Article 2 – NO EMPLOYMENT:
Neither party is by virtue of this Agreement authorized as an agent, employee, or legal representative of the other. Neither party shall have the power to control the activities and operations of the other and its status at all times will continue to be that of an independent contractor relationship.
Client may allow Coach to act as an authorized legal representative in certain circumstances under the terms of this Agreement, but such circumstances will be agreed to by both Parties in writing beforehand.
Article 3 – COACHING TERMS:
A coaching relationship between two Parties is essentially a relationship whereby the Coach assists the Client in meeting the Client’s potential within the areas the coaching relationship is meant to focus on.
Client hereby acknowledges and agrees:
a.) Client is solely and exclusively responsible for the choices that Client makes with regard to this coaching relationship, as well as the Coach’s recommendations and input;
b.) Client is solely and exclusively responsible for Client’s own mental health, physical health, energetic health, emotional health, business decisions, and any other actions or inaction Client chooses to take;
c.) Coach is not liable for any result or non-result or any consequences which may come about due to Client’s relationship with Coach;
d.) Coaching is not a therapeutic relationship or a medical one. Client is responsible for procuring therapeutic or medical services from professional providers at Client’s own will and discretion if needed;
e.) Although Coach may make suggestions, Client agrees that Coach is not a financial advisor, doctor, psychologist, counselor, mental health professional, nor certified health professional, nutritional professional, science professional, dietician, or medical professional, and cannot be made liable to any degree for any advice, suggestion, recommendation, energetic service, information, or anything within the services offered by Coach; Client agrees to research and get approval from appropriate professionals before implementing any advice, recommendations, or suggestions made or given by Coach;
f.) Coach will sometimes make Services available that Coach believes could benefit Client in some way. Although it is Coach’s intention to offer quality Services Coach knows that not everything always works for everyone. Therefore, for Services that Coach distributes, publishes, shares and/or make available to Client, Client agrees that all such Services are being provided without any warranty, representation and/or guarantee of any kind and that you are using, referencing and/or receiving such information “as is” with no representation that such information and/or product or service is truthfully accurate or scientifically, financially, or medically proven in any way.
Article 4 – DESCRIPTION OF SERVICES:
The Client hereby engages the Coach, and the Coach accepts such engagement to provide the following coaching services for the Client (hereinafter, the “Services”):
Coaching services to help Clients enhance their relationships, careers, and daily lives. Coach helps Clients to clarify their objectives, identify the obstacles holding them back, and come up with strategies for overcoming every obstacle. Coach also uses energetic techniques and guidance to assist Clients in creating and maintaining healthy lifestyles.
Coach and Client will use the following methods of contact for meetings throughout the coaching relationship:
phone, email, text, social media messaging, mobile phone apps, in-person, online meetings, video conferencing
Coach may agree in a separate, written document to expand the scope of Services to include additional tasks. Such written document may be informal, such as an email and will include additional fees, as applicable.
Article 5 – WARRANTIES:
Coach represents and warrants that Coach has the knowledge, skills, and experience necessary to provide the Services. Coach agrees that during the term of this Agreement, Coach will agree to provide the Services at the request of the Client.
Article 6 – NONEXCLUSIVITY:
Coach may be engaged or employed in any other coaching business, trade, profession, or other activity which does not place Coach in a conflict of interest with the Client. Client hereby explicitly acknowledges and agrees that Coach may be engaged or employed with any other business or industry, including, if applicable, Client’s direct competitors.
Article 7 – AVAILABILITY & SCHEDULE:
Coach and Client agree to have coaching meetings on the following dates and times:
Whenever the clients and coach book their appointments.
The length of each coaching meeting shall be as follows: anywhere from 15 minutes to 2 hours.
Coach and Client may agree to a change of the schedule between them, through an additional written document or scheduling software. Coach and Client may also agree to adjust each meeting on a per meeting basis.
Article 8 – HOLIDAYS:
Coach will be unavailable on the following holidays:
4th of July
All Major Holidays
Article 9 – FEES AND EXPENSES:
The client will pay through digital means (i.e. PayPal, Stripe, Square, Wix, Website, Scheduling Software) for sessions before services are rendered or in person. Payments made online will be charged an extra fee to cover transaction fees.
The session rate for Coach will be shown on the website. The session rate will include all forms of communication, such as meetings, calls, emails, etc.
Article 10 – CANCELLATION & RESCHEDULE POLICY:
Client or Coach may, from time to time, need to cancel or reschedule any of the coaching meetings. If Coach is responsible for the reschedule, Coach will become available to Client as the soonest possible opportunity. If Client is responsible for the cancellation or reschedule, Client agrees to notify Coach no less than 24 hours prior to the scheduled meeting. If Client cancels or reschedules within the 24-hour period, Client agrees to pay the full amount required for the meeting, if requested by Coach (at Coach’s sole and exclusive discretion). The Parties will then attempt to reschedule the meeting in good faith.
Article 11 – REFUND POLICY:
Client may be permitted a refund of monies spent under this Agreement in certain circumstances. The refund policy is as follows:
Client may ask for a refund of any service not rendered within 30 days.
Client shall not receive any refunds for services rendered regardless of client satisfaction.
Article 12 -EXPIRATION POLICY:
Unused appointments and Services expire 45 days after their initial purchase.
If you purchase a program that lasts for a specified amount of time (i.e. 6 weeks), your sessions will not expire until after the specified time period.
Article 13 – RECORD RETENTION POLICY:
Coach and Client hereby acknowledge and agree that they have specifically discussed that Coach does not maintain a record retention policy and that communications, documents, information, and notes related to Client may be discarded immediately after the end of the coaching relationship.
Article 14 – TAXES:
Client and Coach shall each be solely responsible for all of their federal, state, and local taxes.
Article 15 – RESPONSE TIME:
Client agrees to respond to Coach no later than the following amount of time after being reached out to for communication: 48 hours.
In the event of an emergency or other similar conflict, Coach will give the Client as much notice as possible if there is the possibility of interruption to the Services, whether that interruption is temporary or long-term.
Article 6 – CONFIDENTIALITY:
The existence of this coaching relationship, as well as any information that Coach receives from Client, are to be fully and completely confidential under the terms of this Agreement. Client hereby acknowledges and agrees, however, that a Coach-Client relationship is not considered a legally confidential relationship and therefore communications between Coach and Client are not subject to any legal confidentiality requirement or privilege. Coach will not, however, disclose Client’s name or any of Client’s information without Client’s consent, unless subject to a legal requirement, such as a court order, subpoena, or law enforcement inquiry. It will be the Client’s responsibility to address any confidentiality issues with the Coach.
Confidential information under this Agreement shall specifically not include the following categories: (1) information that is generally known to the public or known to Client’s specific industry, (2) information freely given by Client to any third-party; (3) information received by Coach from any source that is not Client; (4) information in Coach’s possession prior to this contractual Agreement; (5) information developed independently by the Coach; (6) information which is received by the Coach from the Client but that may imminently harm the Client or another individual; or (7) information about any illegal activity.
Article 17 – TERMINATION:
This Agreement will automatically terminate after the agreed-upon amount of coaching meetings have been completed. The Parties may choose to renew this Agreement, with all of its terms and conditions, by providing notice the following amount of time prior to the planned termination: 2 weeks. The notice must be in writing. If the Parties agree, this Agreement will continue for a term which is the exact same as the original term.
The Parties may also terminate this Agreement prior to its natural expiration under certain circumstances.
This Agreement may be immediately terminated in the event that there is a breach of the terms by either Party. For a material breach, the Parties are required to give notice, in writing, specifying what the breach was, but do not have to give advance notice to terminate the Agreement.
This agreement will also immediately terminate upon the death of the Coach or Client, the inability of the Coach to perform the Services because of a sudden and physical or mental disability, the liquidation, dissolution or discontinuance of the business of the Coach or Client in any manner, or the filing of any petition by or against the Client or Coach under federal or state bankruptcy or insolvency laws.
This Agreement may also be terminated by either Party in writing for any reason. Notice shall be given at least the following amount of time before termination: 1 week.
Upon termination, all fees and reimbursements shall be paid and provided to the Coach as they have accrued up to the date of termination.
Article 18 – INTELLECTUAL PROPERTY:
Coach and Client agree that all inventions, trade secrets, confidential and/or proprietary information, and work-product conceived, created or developed by each of the Parties, respectively, will be the sole and exclusive property of the Party to whom the information originally belonged. There shall be no transfer of intellectual property through this Agreement.
All copyrights, patents, trademarks, or other intellectual property shall stay with the original Party owner.
Article 19 – PORTFOLIO USE:
As described above, Coach shall be permitted to use all produced items of work Coach’s professional portfolio, if applicable, but may not use Client’s name, likeness, or other identifying details without express written permission from the Client.
Article 20 – LIMITATION OF LIABILITY:
Coach’s liability in contract, tort or otherwise arising through or in connection with this Agreement or through or in connection with the completion of obligations under this Agreement shall be limited to Fees paid by the Client to the Coach. To the extent it is lawful, neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss, data loss, loss of goodwill, or other loss of turnover, profits, or business.
Article 21 – INDEMNIFICATION:
Coach and Client shall each defend, indemnify, and hold the other harmless (including all affiliates, officers, directors, employees, agents, successors, and assigns) from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from bodily injury, death of any person, or damage, real or intangible, to personal property resulting from the other’s acts or omissions or the breach of any representation, warranty, or obligation under this Agreement.
Article 22- SURVIVAL:
Any provision of this Agreement which by its terms imposes continuing obligations on either of the Parties shall survive termination of this Agreement.
Article 23 – DISPUTE RESOLUTION:
In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the county and state noted in the Governing Law provision of this Agreement. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of Nevada. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by the Coach will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
Article 24 – GOVERNING LAW:
This Agreement shall be governed by and construed in accordance with the internal laws of Nevada without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the following county in any legal suit, action, or proceeding arising out of or based upon this Agreement or the Services provided hereunder: Clark.
Article 25 – BENEFIT:
This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto, and to their respective heirs, representatives, successors, and assigns.
Article 26 – NO WAIVER:
No action or inaction of either Party shall constitute waiver of any of the terms of this Agreement. Waiver may only be executed explicitly in writing.
Article 27 – COUNTERPARTS:
This Agreement may be executed in counterparts, all of which shall constitute a single agreement. The Agreement shall be effective as of the date set forth above.
Article 28- NOTICES:
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement. All notices shall be delivered by email or at the address which the parties may designate to each other through personal delivery, nationally recognized overnight courier (with all fees prepaid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving party has received the Notice and (b) the party giving the Notice has complied with the requirements of this Section.
Article 29 – FORCE MAJEURE:
Coach is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
Article 30 – HEADINGS:
Headings to this Agreement are for convenience only. Headings shall in no way affect the provisions themselves and shall not be construed in any way that would limit or otherwise affect the terms of this Agreement.
Article 31 – ENTIRE AGREEMENT; MODIFICATION:
The agreement embodies the entire agreement between the Client and Coach relating to the subject matter hereof. This Agreement may be changed, modified, or discharged only if agreed to in writing by both parties.
TERMS AND CONDITIONS
Winterwolf Enterprises LLC welcomes your questions or comments regarding the Terms:
Effective as of February 2, 2022