11.1 Either party may terminate this Agreement by giving the other party 30 days' written notice. The client may terminate this Agreement if the Coach fails to cure any default or breach of this Agreement within ten (10) days of receiving written notice of the Client’s intent to terminate due to such deficient performance. 11.2 If the Client's account is not made current within 5 days, the Client's access to all features associated with Business Launch Prep School will be terminated. The Coach may report any remaining balance as a debt to third-party credit bureaus or collection agencies after a payment is 30 days past due.
11.3 All payments under this Agreement are non-refundable. The client shall not be entitled to a refund, including but not limited to termination of this Agreement. Payment under this Agreement reserves Coach’s time, material, and intellectual property and prevents someone else from benefiting from Coach’s services; as such, all funds paid shall be considered compensation for services rendered are not refundable.
11.4 Force Majeure. The coach shall not be liable for delay or failure in the performance of its obligations under this Agreement if such delay or failure is caused by conditions beyond its reasonable control, including but not limited to fire flood, inclement weather, accident, earthquakes, governmental order, pandemic or epidemic, telecommunications line failures, electrical outages, network failures, acts of God, terrorism, civil commotion, or labor disputes.
11.5 If The Coach arrives late to any session due to unavoidable delay (traffic, weather, etc.), the Client may elect to add the missed time to the end of the session at no additional charge.
11.6 The Client agrees to pay the total amount of the service and his fees regardless of the level of participation or termination or active status. The total amount under this Agreement pays for systems and staff utilized to serve the Client.
12.1 The coaching relationship and any information that the Client shares with the Coach as part of this relationship is considered confidential (“Confidential Information”). Coach agrees not to disclose or make use of any Confidential Information, directly or indirectly, except for the sole benefit of Client, as necessary to perform the Coaching, without Client’s written consent. The coach will not disclose the Client’s name as a reference without the Client’s written consent. The coach shall not directly or indirectly disclose or make use of any Confidential Information after the term of this Agreement for any reason. The coach will use reasonable care in handling the Client’s Confidential Information so that it does not enter the public domain. The coach will return all Confidential Information to the Client upon the termination of this Agreement.
12.2 The client acknowledges that the Coach-Client relationship is not considered a legally confidential relationship (like the medical and legal professions), and communications between the Coach and Client are not subject to the protection of any legally recognized privilege.
12.3 The coach may disclose Confidential Information to the extent that: (i) it becomes publicly available or known by no fault of the Coach; (ii) the Client grants permission for such disclosure in writing; (iii) the Coach obtains the information from a third party, without breach of any obligation to the Client; (iv) disclosure is required by any court or government agency; (v) Coach reasonably believes that there is an imminent or likely risk of danger or harm to the Client or others, or (vi) it involves illegal activity.
12.4 In receiving Coaching, the Client will benefit from proprietary systems, strategies, and techniques developed by the Coach (“Coach’s Proprietary Information”). The client acknowledges that Coach’s business relies on Coach’s ability to provide such insights to various clients. The client agrees not to disclose Coach’s Proprietary Information to any third party, directly or indirectly, during the term of this Agreement or after it ends.
Client, at Client’s expense, shall release, indemnify and hold Coach and its directors, officers, shareholders, employees and agents, and the personal representatives and assigns of each, harmless from and against and all claims, suits, liability, cost, and expenses, including without limitation, reasonable attorneys’ fees and expenses, in connection with any act or omission of Coach in providing Coaching and/or arising out of any Work Product, unless due to negligence of the Coach.
The client agrees that Coach may use the Client’s name, logo, and/or image (but no contact information or personal information) in Coach’s advertising or promotional literature and may publish articles, blog posts, or other advertising and promotional material relating to the Client and the Coaching. Client releases Coach from any liability, including but not limited to infringement of any right to privacy or right to publicity, relating to or arising out of publicity of Client’s name, logo, and/or image as permitted in this section. Nothing in this section releases Coach from the confidentiality requirements of this Agreement.
15. LIMITATION OF LIABILITY
15.1 Except as expressly provided in this Agreement, Coach makes no guarantees, representations, or warranties of any kind or nature, express or implied, concerning the Coaching. In no event shall Coach be liable to Client for any indirect, consequential, or special damages. Coach’s entire liability for any breach of this Agreement, and Client’s sole remedy, shall be limited to the lesser of the Total Contract Price or the amount paid by Client to Coach under this Agreement.
15.2 Coach is not responsible for any technical difficulties with hardware, software, connectivity, or other technical aspects of electronic coaching sessions and does not guarantee that the conferencing software or group coaching sessions will be free from technical problems, available at all times, or work as expected.
16. MISCELLANEOUS TERMS
16.1 Waiver. The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach or default of the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operated as a waiver of any breach or default.
16.2 Severability. If any provision or portion of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect, and the invalid provision or part shall be deleted as narrowly as possible to render this Agreement valid and enforceable. If the scope of any provision of this Agreement is too broad to permit enforcement to its maximum extent, such provision shall be enforced to the maximum extent permitted by law.
16.3 Governing Law. This Agreement will be governed by and interpreted per the laws of the State of South Carolina without giving effect to its principles of conflicts of law.
16.4 Assignment. Neither Party may assign, transfer, sub-contract, or delegate any right or obligation under this Agreement without the prior written consent of the other party.
16.5 Notices. All notices shall be in writing and deemed effective when received by either electronic mail or paper mail at the party's address to be notified provided in the introductory provision of this Agreement. Either party may change the address to which notices are sent by providing written notice to the other party as provided for in this section.
16.6 Section Headings. Section headings are inserted for convenience only and shall not be used to construe the terms of this Agreement.
16.7 Entire Agreement. This Agreement shall be deemed to express, embody and supersede all previous statements, promises, inducements, understandings, agreements, or commitments, whether written or oral, between the parties with respect to the subject matter hereof and to fully and finally set forth the entire agreement between the parties. No previous statement, promise, inducement, understanding, or agreement made by any party hereto that is not contained herein shall be binding or valid.
16.8 Amendments. This Agreement may be modified only by a written amendment signed by authorized representatives of both Parties.
16.9 No Insurance. As Coach is an Independent Contractor, the Client will not be required to provide Coach with any employee, individual, or group insurance policy or any other kind of insurance coverage including, but not limited to, workers compensation, general or public liability, or errors and omissions insurance.
16.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all shall constitute the same instrument.