Terms and Conditions

Contract

This Coaching Agreement (“Agreement”) is entered into by and between Williams Wellness Group, LLC DBA Soar to Excellence Coaching (“Coach”), and electronic accepted signature of contract , (“Client”) both of which individually or collectively may be referred to as a “Party” or the “Parties;” and is effective as of the date electronically stamped and recorded hereto.

WHEREAS Client requires services Coach can provide, and Coach wishes to provide services to Client;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and intending to be legally bound, the Parties agree as follows:

SECTION 1.SERVICES

1.1 Scope of Services

1.1.1. Commencing on electronic signature of contract [date], Coach shall provide Lifestyle Coaching (“Services”) for Client for a term of 24 weeks, totaling 20 sessions, at 45 minutes per session, including:

1 Intro/Welcome Session

18 Working Sessions

1 Final Review Session

1.1.2. Client will receive Services with respect to developing interpersonal relationships, and setting and achieving the Client’s goals.

1.1.3. Client will meet with Dr. Toni via Zoom Online Webinar Conferencing (or via phone call) periodically and as agreed upon by the parties.

1.1.4. Client understands that Coach is not serving in the capacity of an employment agent, a business manager, financial analyst, or medical doctor. Coach, therefore, will not: (a) procure or attempt to procure any employment, business, or sales for Client; (b) perform any business management functions for Client such as accounting services, tax or investment consulting, or advice with regard thereto; or (c) diagnose or prescribe any medication to Client.

1.1.5. All Services shall be performed subject to the terms and conditions of this Agreement.

1.2 Term of Sessions and Change

1.2.1. In accordance with Section 1.1.1., Coach shall provide Services to Client for a term of 24 weeks, commencing on the date of the 1st session.

1.2.2. Coach will not extend the length of sessions if, due to no fault of Coach, 20 sessions have not been completed within the 24-week period, unless an act of God (as defined in Section 4.2 herein) or extenuating circumstances exist. Extenuating circumstances may include, but not be limited to, serious illness, personal accident or injury of a significant nature, bereavement, or other unforeseen incident beyond Client’s control. Client shall inform Coach of circumstance within at least 24 hours before session, if possible, or within 24 hours following scheduled session, if necessary. Coach has discretion to determine whether or to what extent sessions can be extended in light of stated circumstance.

SECTION 2. TERM OF AGREEMENT AND TERMINATION

2.1 Term

2.1.1. The Term of this Agreement will commence as of the date of this Agreement, set forth in the introductory paragraph of this Agreement, and will continue until the completion of Services, unless terminated within 30 days in accordance with Section 2.2, or unless renewed by written agreement by the Parties.

2.2 Termination: 30-day Money Back Guarantee

2.2.1. This Agreement contains a 30-day Money Back Guarantee, whereas if Client is not fully satisfied with Coach’s Services, Client may cancel this Agreement, in writing, within 30 days of the date of this Agreement, and receive a refund of monies already paid for Services up to the date of termination. Client will have no obligation to make any remaining payments according to the payment schedule set forth in Section 3.1.1 of this Agreement.

2.2.2. Unless otherwise agreed to in writing, Coach will refund monies by reimbursing Client’s credit card used for payment of services.

2.2.3. Client, however, agrees that a refund will not include expenses incurred by Coach up to the date of termination. These fees, pre-approved by Client, in accordance with Section 3.3 herein, will not be reimbursed to Client upon termination.

2.3 No Termination Beyond 30 Days

2.3.1. Client, otherwise, understands that by entering into this Agreement, he or she is committing to the full process required of the 20 sessions allotted him or her; and therefore, may not cancel or terminate this Agreement beyond the 30-day Money Back Guarantee period.

2.3.2 If Client desires to terminate this Agreement after the 30-day period, Client agrees that by doing so, he or she automatically forfeits, or loses to the right to, any refund of monies paid for Services.

2.3.3. Termination beyond the 30-day period will also not include a reimbursement of expenses incurred by Coach and pre-approved by Client, in accordance with Section 3.3 herein.

SECTION 3. PAYMENT AND FEES

3.1 Payment

3.1.1. Client will make payments to Coach according to his or her selection under the Payment Options page incorporated and made a part of this Agreement.

3.1.2. Client agrees to complete payments according to the set schedule if this Agreement is terminated beyond the 30-day Money Back Guarantee period.

3.2 Untimely Payments and Payment Security

3.2.1. To the extent Client provides Coach with Credit Card or Banking Information (“Card”) for payment on Client’s account, Coach shall be authorized to charge Client’s Card(s) for any untimely or unpaid charges based on the payment schedule set in Section 3.1.1 of this Agreement.

3.2.2. If Client uses a multiple payment plan to make payments to Coach, Coach shall be authorized to make all charges at the time they are due and not require separate authorization in order to do so.

3.2.3. Client shall not make any chargebacks to Coach’s account or cancel the card provided as security without Coach’s prior written consent. Client also shall not change any of the card information provided to Coach without notifying Coach in advance.

3.2.4. Client is responsible for any fees associated with recouping payment on chargebacks and any collection fees associated therewith.

3.2.5. If Client makes payment through a means other than a Credit Card or other Banking information, Coach reserves the right to charge Client a late fee equal to 5% of such charges plus interest per month at a rate equal to the lesser of 1.5% of such charges or the highest rate permitted under applicable law for such charges.

3.3 Fees/Expenses

3.3.1. Client understands that Coach may incur expenses from a third party vendor or other third party associated with its provision of Services to Client. If Coach incurs expenses on Client’s behalf, Client is responsible for reimbursing Coach. Client agrees to reimburse Coach for those expenses published by Coach and agreed upon the Parties in writing.

3.3.2. Coach’s publication of expenses, if any, will include the kinds, types, and amounts of expenses to be reimbursed by Client.

3.3.3. Coach will bill Client for a reimbursement of expenses, detailing the method and due date upon which such fees are to be paid.

SECTION 4. LIABILITY

4.1 Limitation of Liability. Notwithstanding anything in this Agreement to the contrary, in no event shall Coach be liable for any consequential, incidental, special or punitive damages arising out of or in connection with its Services, whether in action based in contract, tort (including negligence or strict liability) or any other legal theory, including but not limited to loss of anticipated profits or benefits of use or loss of product, even such damages that were reasonably foreseeable or Coach has been advised of the possibility of incurring the same.

4.2 Force Majeure. Coach shall not be liable for any failure or delay in providing any Services hereunder if such failure or delay is due to an act of God, fire, casualty, flood, strike, lockout, labor trouble, failure of public utilities, facility shutdown, injunction, epidemic, any act or omission of any Vendor (including, without limitation, any refusal by a Vendor to transact with Coach) or any other circumstances beyond the reasonable control of Coach which prevents or delays performance by Coach under this Agreement.

4.3 Indemnification. Client shall indemnify, defend and hold harmless Coach, its officers, directors, members, managers, employees, and agents from and against any and all losses, damages, liabilities, demands, claims, suits, costs and expenses (including, but not limited to,, reasonable attorneys’ fees) arising out of or in connection with or resulting from (a) any breach of this Agreement by client; (b) any violation by Client or any Vendor of any applicable laws; or (c) any act or omission of Client or any Vendor, except in each case to the extent caused solely by the gross negligence or willful misconduct of Coach.

SECTION 5. MISCELLANEOUS

5.1 Disclosure of Conflict of Interest. Coach must disclose any outside activities or interests, including ownership of participation in the development of prior inventions, that conflict or may conflict with the best interests of Client. Prompt disclosure is required under this Section if the activity or interest is related, directly or indirectly, to the business of Client.

5.2 Employees. Coach’s employees, if any, who perform Services for Client under this Agreement, directly or indirectly, shall also be bound by the provisions of this Agreement. Coach shall take all necessary steps to effect compliance with this condition of the Agreement.

5.3 No Solicitation. During the term of this Agreement, and for a period of 6 months after its expiration, Client shall not solicit any of Coach’s employees or Design Agents. Solicit is defined to include recruiting, engaging, or otherwise employing or retaining, on a full- or part- time, consulting, work-for-hire, or any other basis.

5.4 Assignment. Coach’s obligations under this Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of Client. This consent may be withheld for any reason whatsoever. Likewise, neither this Agreement nor any rights or obligations of Client hereunder may be assigned, sold, or otherwise transferred by Client in whole or in part without Coach’s prior written consent, which may be withheld by Coach for any reason in its discretion.

5.5 Independent Contractor. Coach is, and shall perform all Services under this Agreement as, an Independent Contractor. Nothing contained in this Agreement shall be deemed to create any partnership, agency, employer-employee, joint venture, or other relationship between the Parties; and neither Party shall have the authority to incur any debts or any commitments for or otherwise bind the other Party, except to the extent, if at all, expressly provided in this Agreement.

5.6 Intellectual Property

5.6.1. The following provisions shall apply with respect to copyrightable works, ideas, discoveries, inventions, applications for patent, and patents (“Intellectual Property”).

5.6.2. Any improvements to Intellectual Property, further inventions or improvements, and any new items of Intellectual Property discovered or developed by Coach or its employees, if any, during the term of this Agreement shall be the property of Client.

5.6.3. Coach shall sign all documents necessary to perfect the rights of such Intellectual Property, including the filing and/or prosecution of any applications for copyrights or patents. Also, upon request, Coach shall sign all documents necessary to assign the rights to such Intellectual Property to Client.

5.7 Confidentiality and Non-Disclosure

5.7.1. Coach recognizes that Client will disclose certain proprietary information of a broad nature. Client agrees to expressly mark such information “proprietary” or “confidential”, to the extent possible. Coach agrees to hold all such information in confidence.

5.7.2. If it appears that Coach has disclosed, or threatened disclosure, of information in violation of this Agreement, Client shall request in writing that Coach immediately cease such disclosure. If Coach fails to comply, or commence the necessary steps to comply, within 24 hours of Coach’s receipt of Client’s request, Client shall be entitled to pursue an injunction to restrain Coach or any of its employees, if any, from disclosing, in whole or in part, such information, or from providing any services to any party to whom such information has been disclosed or may be disclosed.

5.7.3. The confidentiality and non-disclosure provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.

5.8 Return of Records Upon termination of this Agreement, and upon request, Coach shall deliver to Client all tangible records and materials that Client has marked proprietary.

5.9 Notices Any notice required by this Agreement or given in connection with it, shall be in writing and given to the appropriate party via email.

5.10 Waiver Any failure on the part of either Party hereto to comply with any of its obligations, agreements or conditions hereunder may be waived by the other Party to whom such compliance is owed. No waiver of any provision of this Agreement or of any breach of this Agreement, whether or not recurring, shall be deemed or shall constitute (a) a waiver of the subsequent enforcement of any provision or breach of this Agreement; (b) a waiver of any other provision, whether or not similar; or (c) a continuing waiver.

5.11 Severability. In the event that any provision of this Agreement is held invalid or unenforceable, in whole or in part, by any court of competent jurisdiction, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

5.12 Attorney’s Fees. Client shall pay Coach all costs and expenses, including reasonable attorney’s fees, incurred by Coach in exercising any of its rights or remedies hereunder or enforcing any of the terms, conditions, or provisions hereof.

5.13 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to the conflict of laws provisions hereof, and any applicable laws of the United States; and must be brought in this venue and no other.

5.14 Entire Agreement. This Agreement sets forth the entire understanding of the Parties with respect to the matter of this Agreement, and supersedes any and all prior understandings and agreements, whether written or oral, between the Parties with respect to such subject matter. This Agreement may be amended only by an instrument in writing executed by all Parties.

Signature Acknowledgment Attached

IN WITNESS WHEREOF, I electronic accepted signature of contract  [CLIENT] acknowledge and agree to the terms, statements, and conditions in the Lifestyle Coaching Agreement above, and that by typing my name below and clicking the “Agree” button, I am electronically signing the document. This will have the same legal effect as signing the document with a written signature and shall be valid evidence of my intent and agreement to be bound.