Coaching Agreement

This COACHING AGREEMENT (the “Agreement”) is a binding contract between Talent Career Coaching, LLC, a Washington limited liability company (“Talent Career Coaching,” “us” or “we”) and you as a registered client (“Client” or “you”), dated as of the first date you sign up for our Career Coaching, Small Business Coaching, or any other service or product as described on our Websites talentcareercoaching.as.me and talentcareercoaching.com (collectively, our “Services”). As used in this Agreement, you and Talent Career Coaching are together the "Parties", and each, a "Party.” Additional, separate terms may apply to our Services, each of which will be considered to form part of this Agreement.

THIS AGREEMENT INCLUDES A CLASS ACTION WAIVER AND AN ARBITRATION PROVISION THAT GOVERNS ANY DISPUTES BETWEEN YOU AND US.

Acceptance. This Agreement applies to your access or use of the Website or any of our Services in any manner. BY CLICKING TO ACCEPT, SCHEDULING AN APPOINTMENT, OR USING ANY OF OUR SERVICES, YOU AGREE TO BE UNCONDITIONALLY BOUND BY THIS AGREEMENT. You accept the Agreement by your statement or by clicking to accept or agree to the Agreement when you schedule Services on our Website or where the option is made available to you, or by simply using our Services in any manner. You must be of legal age and capacity to form a binding contract to accept this Agreement. If you do not agree with any of this Agreement, do not use our Services. If you are using or accessing the Services on behalf of a company or other entity (“Entity”), you represent, agree, and warrant that you are authorized to act on behalf of the Entity and to bind such Entity to this Agreement. ACCEPTANCE OF THIS AGREEMENT IS REQUIRED FOR USE OF OUR SERVICES AND ANY USE OF OUR SERVICES SHALL CONSTITUTE YOUR ACCEPTANCE OF THIS AGREEMENT.

2. The Services. Talent Career Coaching offers the Services as described on the Website, which includes without limitation:

Career Coaching, such as educational services, knowledge sharing on common industry themes, and discussions of the client’s specific needs.
Small Business Coaching, such as educational services, knowledge sharing on common industry themes, and discussions of the client’s specific needs.
Development Plans, such as support with goal setting, discussion of skills and knowledge needed to meet these goals, and documents to assist in tracking goals.
Virtual and In-Person Courses and Events;
Resume Review and Critique;
Cover Letter Review and Critique;
Interview Preparation;
Deliverables related to the Services (each a “Deliverable”); and
Other Services as offered to you and agreed to by Talent Career Coaching.

Our Services are described on the Website. We reserve the right to change our Services or to adjust pricing for our Services or any components thereof in any manner and at any time. We will post any such changes to the Website.

3. Scheduling and Rescheduling. You may select one or more of our Services through our scheduling feature available at https://talentcareercoaching.as.me/schedule.php. If you wish to reschedule an appointment, you must do so at least twenty-four (24) hours prior to the applicable scheduled appointment. You are responsible for all Fees associated with any cancellation or rescheduling made within twenty-four (24) hours of the applicable scheduled appointment.

4. Fees. Fees for Services are posted to the Website and presented to you at the time you sign up for Services (“Fees”). You agree to pay the Fees associated with the Services to which you sign up and any changes you make to your selections from time to time, as well as any and all applicable sales and use taxes for the purchase of your subscription based on the address that you provide when you register as a coaching client. Additionally, Client shall reimburse Talent Career Coaching for all reasonable expenses incurred by us in connection with the Services. Invoices and receipts will be delivered to the email address associated with your appointment signup. It is your responsibility to maintain a valid and up-to-date email address on your account. Client shall pay invoices within ten (10) days of the receipt of invoice. All Fees are quoted in United States dollars.

5. Payment Method. To receive Services, you must maintain a valid payment method associated with your registration. You authorize Talent Career Coaching to charge your payment method for the Fees due hereunder at the time such Fees are due, along with any sales and use taxes and any late fees or interest (as described below). You represent and warrant that the payment information you provide to us is correct and accurate and you are using a payment method that you are legally authorized to use for this purpose. You agree that you are solely liable for any payment or credit card fraud, abuse, or unauthorized use by you or others. Except for downgrades and cancellations by you in the manner permitted herein, payments are nonrefundable, and there are no refunds or credits for partially used periods. If you do not pay on time or if we cannot charge the payment method you have on file for any reason, we reserve the right to either suspend or terminate your access to the Services. In addition, if any payment is not received within thirty (30) days after the due date, then we may charge a late fee of $10 and we may assess interest at the rate of 1% of the outstanding balance per month (12% per year), or the maximum rate permitted by law, whichever is lower, from thirty (30) days after the due date until the date paid. If your unpaid fees are referred to an attorney or collections agency, you shall pay all reasonable attorney’s fees or collections agency fees. Returning clients must pay any unpaid balance, including any late fees, before receiving Services.

6. Delivery and Acceptance. Upon delivery of any Service or Deliverable thereto, delivery shall be deemed accepted by you.

7. Intellectual Property Rights. Subject to the restrictions and limitations set forth in this Agreement, Talent Career Coaching hereby grants to Client a nonexclusive, nontransferable, sublicensable, limited license during the Term (defined in Section 14) to use the Services and the Deliverables in the regular course of Client’s business for purposes of sublicensing the Platform to Client’s clients for a fee. Subject to the limited rights expressly granted under this Agreement, Talent Career Coaching reserves all right, title, and interest in and to the Services and Deliverables including all related intellectual property rights. The permissions granted in this Section 7 will terminate automatically if you breach any of this Agreement. No rights are granted to Client other than as expressly set forth herein. Except as otherwise provided herein, Client is prohibited from using any of Talent Career Coaching’s intellectual property for Client’s commercial purposes. All Talent Career Coaching intellectual property, including our copyrighted program and/or course materials, shall remain the sole property of Talent Career Coaching.

8. Feedback. You may from time-to-time provide us materials, communications, suggestions, comments, improvements, ideas or other feedback related to the Site or our Services (“Feedback”). You hereby additionally grant us all rights, titles and interests in and to any Feedback you provide. In the event this grant is not sufficient for us to fully realize and use the Feedback, you grant us a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use and incorporate into the Services any of the Feedback you provide. By providing Feedback, you are representing that the Feedback is not subject to any intellectual property claim by a third party or any license terms which would require products or services derived from that Feedback to be licensed to or from, or shared with, any third party.

9. Access to Services

9.1 Software Requirements. You must have a compatible device, internet access, have downloaded the applications listed on the website and the necessary minimum specifications posted on our Website (“Software Requirements”) to use the Services. You acknowledge that the terms of the agreement with your respective mobile network provider will continue to apply when using the Services on your device. Data and messaging charges may apply. You accept responsibility for any such charges that arise. If you are not the bill payer for the device being used to access the Services, you will be assumed to have received permission from the bill payer to use the Services.

9.2 Third-Party Software. Some of the Services may be available through or integrated with third-party software, applications, or platforms (“Third-Party Software”). In some cases, we may offer the Services using Third-Party Software, or you may choose to integrate our Services with a Third-Party Software of your choosing. You are solely responsible for your use of the Services with any Third-Party Software. You understand and agree that: (a) the Third-Party Software may have its own terms and conditions of use and privacy policies, and you agree to use the Third-Party Software in accordance with all applicable terms and conditions and privacy policies; (b) we do not endorse and is not responsible or liable for the behavior, features, or content of any Third-Party Software or for any transaction you may enter into with the provider of any such Third-Party Software; and (c) we do not warrant the compatibility or continuing compatibility of the Third-Party Software with our Services.

9.3 Access. We will use commercially reasonable efforts to maintain the availability of the Services during your appointment times. You agree and understand that there will be times when the Services will be unavailable, such as scheduled maintenance times; outages; emergency maintenance; unavailability caused by software, hardware, or other clients; and causes beyond our reasonable control. We will make commercially reasonable efforts to notify you of planned downtime and unavailability of the Services. We are not liable for any delays, interruptions, or other transmission errors resulting from any lack of Service, whether or not the cause is mentioned in this paragraph, or any lack of Service caused by your device or your internet or wireless service provider.

9.4 Acceptable Use. You agree to use the Services only as permitted by this Agreement. You agree not to rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market, or transfer the Services or any portion thereof or use it in any manner not expressly authorized by this Agreement. You further agree not to copy, reverse engineer, translate, port, modify, or make derivative works of any portion of the Services. Tampering with the Services, conducting fraudulent activities on the Services, and all other illegal activities are prohibited and may subject a user to legal action and/or termination of your access to the Site and/or our Services. You may not use the Services in any way that might confuse others or that disparages Talent Career Coaching. You are strictly prohibited from using the Services in a manner that or in support of a business that: (a) violates any applicable law, rule, or regulation; (b) promotes any goods or services or sends communications that are illegal in the place offered to consumers; (c) advertises or promotes illegal gambling, counterfeit or pirated goods or services, or violate any securities or commodities regulations (such as to support a “pump and dump” scheme); (d) defrauds, deceives or misleads anyone; (e) communicates or transmits content that is defamatory, dishonest, obscene, sexually explicit, pornographic, vulgar or offensive; (f) promotes or engages in discrimination, racism, harassment or hate speech against any individual or group; or (g) threatens or promotes violence.

9.5 Data Security. You are strictly prohibited from violating or trying to violate the security features of our Website or Services, such as by: (a) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures unless we expressly authorize that you do so in writing; (c) attempting to interfere with service to any user, host or network, such as by means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mail bombing” or “crashing”; or (d) sending unsolicited email, including promotions and/or advertising of products or services forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting. You agree not to use any device, software, or routine to interfere or try to interfere with the proper working of the Services or any activity being conducted via the Services. You further agree not to use or try to use any engine, software, tool, agent, or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Site or other Services other than the search engine and search agents that we make available via the Services and other than the generally available third-party web browsers. If you violate our system or network security, you may face civil or criminal liability. We will investigate occurrences that may involve such violations. We may involve or cooperate with law enforcement authorities in prosecuting users who are involved in such violations.

10. Confidential Information. From time to time during the Term of this Agreement, either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party"), non-public, proprietary, and confidential information of Disclosing Party that, whether disclosed in writing or other tangible form or disclosed orally (including information disclosed at group coaching sessions held by Talent Career Coaching), is confidential ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's (or its representatives) breach of this Section 10; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder, as evidenced by the Receiving Party’s written records; or (d) was or is independently developed by Receiving Party without using any Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (a) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (b) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to other participants in Client’s group coaching sessions held by Talent Career Coaching, if applicable, for purposes consistent with this Agreement.

11. Communication. Talent Career Coaching may use your contact information to communicate with you about your use of our Services. For example, we may send you service announcements or administrative communications by email, phone, text, mail, or other means. You understand that you receive these communications as part of your use of the Services. While you can adjust your communications preferences by following instructions in our Privacy Notice, if you are a Customer you will not be able to fully opt-out from receiving these service announcements and administrative messages. We may send you marketing communications by email, mail, or other means in compliance with applicable law. As part of our policy to provide you total privacy, we provide you the option of opting out of receiving marketing communications from us.

12. Texting Consent. By providing us with your wireless phone number, you consent to Talent Career Coaching sending you informational text messages related to the products, Services, or information you have requested from us. If you activate a feature of our Software that allows us to send you text messages, per your request, we may contact you via text to test the system, for demonstration purposes, or to troubleshoot. The number of texts that we send to you will be based on your circumstances and requests. At your request or with your permission, we will also correspond with you via text in other circumstances. For example, with your permission we may contact you at the telephone number that you provide as part of completing a form or downloading information from our website. If you contact us for these or other purposes through text, we may respond by text. You can unsubscribe from text messages by text replying STOP or UNSUBSCRIBE. Messaging and data charges may apply to any text message you receive or send. Please contact your wireless carrier if you have questions about messaging or data charges.

13. Electronic Signature. By accessing our Site, signing up for Services, creating an account with us, or typing your name into any of our electronic forms and indicating your acceptance or submission of information by clicking a box, you consent to (a) Talent Career Coaching communicating with you electronically; (b) receiving all applications, notices, disclosures, and authorizations (collectively, “Records”) from us electronically; and (c) entering into agreements and transactions using electronic Records and signatures. Please note that federal law treats electronic signatures as having the same legal force and effect as if they were signed on paper by hand, and online contracts have the same legal force as signing an equivalent paper contract in ink. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You must have a computer or other web-enabled device, an internet connection, an active email account, and the ability to receive and read PDF files to conduct business with us electronically. You agree to be responsible for keeping your own Records. If you require assistance with your Records or if you wish to receive Records in paper format or to withdraw your consent to receiving electronic records from us, please contact us at info@talentcareercoaching.com. Agreements and transactions executed prior to this request will remain valid and enforceable.

14. Term and Termination. The term of your Agreement with Talent Career Coaching begins on the Effective Date and continues until the earlier of the date you cease all use of our Services or the date the Agreement is terminated as permitted herein (the “Term”). Either Party may terminate this Agreement (a) for convenience upon ten (10) days’ notice to the other Party; (b) upon written notice if the other Party (i) fails to pay any amount when due under this Agreement; (ii) has breached any of the terms of this Agreement and fails to cure the breach within thirty (30) days of written notice of the breach; or (iii) becomes insolvent or admits its inability to pay its debts generally as they become due, becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within fifteen (15) days or is not dismissed or vacated within thirty (30) days after filing, is dissolved or liquidated or takes any corporate action for such purpose, makes a general assignment for the benefit of creditors, or has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Without limiting the foregoing Talent Career Coaching.

Upon termination or expiration of this Agreement, any license rights granted to Client with respect to the Services and/or the Deliverables will terminate as of the effective date of the termination, Client shall pay any and all Fees due and payable through the date of termination, and Client shall return to Talent Career Coaching any and all proprietary technical or business information owned by Talent Career Coaching in Client’s possession or control. Additionally, the Parties shall either return each other’s Confidential Information in its possession to the other Party, or destroy said Confidential Information, and each shall certify its compliance with this obligation in writing. Upon termination, Talent Career Coaching shall have no obligation to provide Services or Deliverables to Client after the effective date of the termination.

15. Disclaimer of Warranties. CLIENT ACCEPTS THE SERVICES AND ANY DELIVERABLE THERETO ON AN “AS IS” BASIS. TALENT CAREER COACHING EXPRESSLY DISCLAIMS AND CLIENT HEREBY EXPRESSLY WAIVES ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TALENT CAREER COACHING IS PROVIDING SERVICES TO ASSIST CLIENT. CLIENT IS RESPONSIBLE FOR REVIEWING THE SERVICES AND DELIVERABLES TO ENSURE THEIR ACCURACY AND COMPLETENESS AND FOR THE RESULTS OBTAINED FROM ITS USE OF THE SERVICES AND DELIVERABLES.

16. Limitation of Liability. IN NO EVENT SHALL TALENT CAREER COACHING BE LIABLE TO CLIENT OR ANY THIRD PARTY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, OR FOR ANY CLAIM BY ANY THIRD PARTY, WHETHER OR NOT TALENT CAREER COACHING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TALENT CAREER COACHING’S TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100). THIS LIMITATION OF LIABILITY SHALL APPLY EVEN IF THE EXPRESS WARRANTIES SET FORTH ABOVE FAIL IN THEIR ESSENTIAL PURPOSE.

17. Indemnification. Client hereby agrees to indemnify, defend and hold Talent Career Coaching, its affiliates, their officers, directors, managers, members, employees, Talent Career Coaching, contractors, sublicensees and agents (collectively, the “Indemnified Party”) harmless from and against any and all third-party suits, claims, actions, demands, liabilities, expenses and/or losses, including reasonable legal expenses and reasonable attorneys’ fees (“Losses”) resulting from or relating to the Client’s breach of this Agreement. The Client’s obligation hereunder does not extend to Losses resulting from or relating to the Indemnified Party’s acts or omissions amounting to gross negligence, willful misconduct, fraud, or strict liability.

18. Injunctive Relief. Each Party acknowledges and agrees that the obligations and promises of each Party under this Agreement are of a unique intellectual character that gives them particular value. Each Party further acknowledges and agrees that its breach of any of the obligations and promises contained in this Agreement may result in irreparable and continuing damage to the other for which there is no adequate remedy at law and, in the event of such breach, such non-breaching Party will be entitled to seek injunctive relief and/or a decree for specific performance, without having to post a bond, and such other and further relief as may be proper (including monetary damages if appropriate).

19. General Provisions.

19.1 Entire Agreement. This Agreement, including and together with any related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. This Agreement is not intended to and shall not be construed to give any third-party interest or rights with respect to or in connection with any agreement or provision contained herein or contemplated hereby. No amendment to or modification of this Agreement is effective unless it is in writing, identified as an amendment to, and signed by an authorized representative of each Party.

19.2 Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (“Notice”) must be in writing and addressed to the other Party at its address posted to such Party’s website or otherwise designated in writing to the other Party from time to time. All Notices must be delivered by personal delivery, nationally recognized overnight courier, 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 (a) on receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this section.

19.3 Severability; Waiver. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

19.4 Assignment; Subcontractors. You may not assign, delegate, or transfer this Agreement, by operation of law or otherwise, without our prior written consent, but Talent Career Coaching may freely assign, subcontract, or transfer this Agreement without restriction. Any attempt by you to assign or transfer this Agreement, without such consent, will be null. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.

19.5 Choice of Law. This Agreement and all matters arising out of or relating to this Agreement shall be construed and enforced in accordance with the laws of the State of Washington, without regards to its principles of conflict of laws.

19.6 Arbitration. Any dispute between the Parties concerning this Company Agreement shall be settled by arbitration before a single arbitrator, using the rules of commercial arbitration of the Arbitration Service of Portland. Arbitration shall occur in Clark County, Washington. The Parties shall be entitled to conduct discovery in accordance with the Federal Rules of Civil Procedure, subject to limitation by the arbitrator to secure a just and efficient resolution of the dispute. Judgment upon the arbitration award may be entered in any court having jurisdiction. Nothing herein, however, shall prevent a Party from resorting to a court of competent jurisdiction in those instances where injunctive relief may be appropriate.

19.7 Attorneys’ Fees. If any suit, action, or arbitration is filed by any Party to enforce this Agreement or otherwise with respect to the subject matter of this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys’ fees incurred in preparation or in prosecution or defense of such suit, action, or arbitration as fixed by the arbitrator or trial court, and if any appeal is taken from the decision of the trial court, reasonable attorney fees as fixed by the appellate court.

19.8 Cumulative Remedies. The Party’s rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties or otherwise.

19.9 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

19.10 Force Majeure. Talent Career Coaching shall not be liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; acts of terrorism; sabotage; strikes; epidemics; pandemics; riots; power failures; computer failure and any such circumstances beyond its reasonable control as may cause interruption, loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labor disputes; acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation.

19.11 Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, franchise, business opportunity, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. No relationship of exclusivity shall be construed from this Agreement.

19.12 Survival. Notwithstanding anything else herein to the contrary, the Parties’ obligations under those sections that, by their nature should survive, including Sections 4, 7, 10, 14, and 15 through 19 shall survive the termination of this Agreement.

19.13 Interpretation; Headings. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

BY CLICKING TO ACCEPT, SCHEDULING AN APPOINTMENT, OR USING ANY OF OUR SERVICES, YOU AGREE TO BE UNCONDITIONALLY BOUND BY THIS AGREEMENT.