Coaching Agreement

Coaching Agreement and Coaching Terms and Conditions.

Created August 29, 2024. 

 

This Coaching Agreement (this “Agreement”), dated as of the date of your Purchase Date as defined in the Coaching Terms & Conditions, is by and between Sophia Ruan Gushee ("Coach") on behalf of The S File, LLC dba Ruan Living and Practical Nontoxic Living (“Company”) and you (“Client” or “You” and together with Coach, the “Parties”, and each a “Party”).

WHEREAS, Coach is in the business of providing coaching services related to Health & Lifestyle Coaching; and

WHEREAS, Client desires to retain Coach to provide said coaching services, and Coach is willing to perform such coaching services under the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Coach and Client agree as follows:

Client-Coach Relationship

An effective coaching relationship requires mutual understanding and respect between the Coach and the Client. That requires the parties to agree to some basic tenets of coaching, including:

Coach and Client agree to communicate honestly, to be open to feedback, and to make time and space to participate fully in the coaching sessions called for hereunder. Client specifically agrees to be open to coaching.

Coaching services are intended for individuals who are in generally good health, are generally well adjusted, are functioning effectively, and are not in need of medical treatment (including for mental health disorders). Coaching does not involve the diagnosis or treatment of any medical or mental disorders and does not prevent, cure, or treat any mental disorder or medical disease. Further, coaching is not a substitute for therapy, counseling, psychoanalysis, medical treatment, substance abuse treatment, or the advice or services of a medical professional. It is the Client’s responsibility to seek independent guidance from medical professionals to the extent necessary.

By participating in the coaching, you agree to accept personal responsibility for the results of your actions. You agree that the Coach has not made any guarantees about the results of taking any action, whether recommended during any coaching session or not. You recognize that your ultimate success or failure will be the result of your own efforts, your particular situation, and innumerable other circumstances beyond the control and/or knowledge of the Coach.

Services

As detailed further in the Coaching Terms and Conditions, the parties shall engage, depending on the package paid for by the Client, in either:

• A single session
• Three coaching sessions 
• Four coaching sessions
• Six coaching sessions

Each session will last 60 minutes each and will be conducted virtually. The opportunity to complete these sessions expire 365 days from the Purchase Date. 

Fees

In consideration of the provision of the Services by the Coach, Client shall pay the fees as detailed in the Coaching Terms & Conditions. 

• Single payment. Payment to Coach of such fees shall constitute payment in full for the performance of the Services. The coaching sessions will begin after the payment is made; or,
• Payment plan. Payment to Coach of such fees shall constitute payment in full for the performance of the Services. The coaching sessions will begin after the first payment is made, and, in the event that Client fails to make any subsequence payments, the coaching sessions will stop until the payment is made. 

Procedure and Scheduling

Coach and Client will agree to a mutually agreeable time for the coaching meetings, and it will be the Client’s ultimate responsibility to schedule the coaching meetings. Coach will provide instructions for how to access meetings.

Cancellation Policy

Any scheduled meeting that the Client misses or attempts to cancel less than 48 hours before it is scheduled to begin shall be treated as part of the allotted coaching sessions. If Client is late in joining a scheduled meeting, then the meeting must still end at the scheduled time and that scheduled session will be treated as part of the allotted coaching sessions.

Confidentiality

The Coach shall treat the relationship with Client, as well as all information shared by the Client, as confidential. Coach shall not disclose the existence of the relationship or any information shared during the coaching sessions without the Client’s written consent. This means that the Coach will not disclose the Client’s name as a reference without the Client’s consent.

Client should be aware that a coach-client relationship does not give rise to privilege or any other legally protected confidentiality. That means that Coach could be ordered by a court to disclose information related to the relationship. Coach will notify Client of any legal request that would implicate Client’s information prior to disclosing it but may not be able to oppose disclosing the information.

Confidential Information does not include information: (a) known to Coach prior to Client disclosing it; (b) that is generally known to the public or in the industry; (c) obtained by Coach from a third party, without breach of any obligation to the Client; or (d) that is or was developed independently by Coach without use of or reference to the Client’s confidential information.

Termination

This Agreement shall continue until terminated by one of the Parties. Either Party may terminate the Agreement without cause by providing written notice prior to any ongoing monthly fee payment deadline. In the event of termination under this provision, the Coach shall continue to provide service through the end of the period for which the fees have been paid.

Limitation of Liability

IN NO EVENT SHALL COACH BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT COACH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

Disclaimer

COACH PROVIDES THE SERVICES “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COACH MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. COACH AND ITS PARTNERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION: (A) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT; (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE; AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SERVICES OR ANY MATERIALS AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY COACH ENTITY OR THE SERVICES. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICES AND ANY MATERIALS, INCLUDING ALL COACH MATERIALS, AVAILABLE THROUGH THE SERVICES. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAINMENT OF MATERIALS THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES, ARE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF THOSE MATERIALS. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OR WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

Entire Agreement

This Agreement 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.

Severability

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Amendments

No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party.

Waiver

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 right, 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.

Relationship of the Parties

Nothing contained in this Agreement shall be construed as creating any agency, partnership, 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.

Dispute Resolution

Each Party irrevocably and unconditionally agrees that any dispute arising under or related to this Agreement shall be resolved exclusively through arbitration to be held in New York, New York under the rules of the American Arbitration Association. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such arbitration and agrees to bring any such dispute only in such forum. Each Party agrees that a final judgment by such arbitration is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. This Agreement shall be governed by and construed in accordance with the laws of New York, without effect of any conflicts of law provisions.

Counterparts

The successful first, or only, required payment will be acknowledgment and acceptance of the terms of this Agreement.

Client:  CLIENT

Service Provider: Sophia Ruan Gushee on behalf of The S File, LLC dba Ruan Living