COACHING  AGREEMENT 

 

This Agreement is made on the date of purchase and is between Laina Caltagirone and 111 LLC, a limited liability company ("Company") and the individual named above ("Participant" or "You').

 

WHEREAS, Company intends to offer private coaching ("Session”); and 

WHEREAS, the Participant desires to participate in private coaching under the following terms and conditions; and

NOW, THEREFORE, in consideration of the terms and provisions contained herein, and for good and fair consideration, the receipt and adequacy of which is expressly acknowledged, the parties do hereby agree as follows:

1. Engagement and Responsibilities.

1. Engagement. The Client hereby engages Company to provide the following services (the “Services”) described in Section 2.
2. Responsibilities of Company. Without limiting the scope of Services described in Section 2, Company agrees to: 
1. Maintain a high level of ethics and standards of behavior.
2. Communicate continuously as to what it has the capacity to help with versus what is the role and responsibility of the Client. 
3. Bring total presence to every session, maintaining an environment of support and nurturance and seeking any additional support she may need personally to continue holding space in this way, outside the bounds of the Retainer.
4. Company understands and respects Client’s free will choice to implement or refuse suggestions. It commits to remaining non-judgmental, neutral and supportive of Client’s decisions, choices, actions and results regarding mental, emotional, financial and physical well-being.
3. Responsibilities of Client. Without limiting the scope of duties and responsibilities in this Agreement, Client agrees to:
1. Be responsible for creating and implementing her own physical, financial, mental and emotional well-being, decisions, choices, actions and results. 
2. Communicate honestly, be open to feedback and assistance and create the time and energy to participate fully in the work.
3. Understand that it is his/her free will choice to implement or refuse suggestions and that he/she is ultimately responsible for the impact of these choices on outcomes, progress, and pace.
4. Show up to sessions with a clear mind. Client acknowledges he/she will not show up to sessions under the influence of alcohol, drugs or any other mind or mood-altering substance not prescribed to them by a doctor. Company reserves the right to deem such sessions as a cancellation and the session is forfeited.

 

2. Services. The parties agree to engage in a three (3) month Private Coaching Retainer (“Retainer”) beginning on the date of purchase and ending exactly three (3) months after the first session is conducted. The details of the Retainer are as follows:

1. Services. Client will receive: 
1. Private Sessions per month via ZOOM/PHONE/IN PERSON, lasting approximately 45 minutes in length.
2. Text and voice note support (Monday - Friday), initiated by Client.
3. Action steps including meditations, exercises and any supporting work that seems needed, created specifically for Client’s needs
4. Complimentary access to the Company’s digital courses  for the duration of the Retainer.
2. Structure.
1. Client will receive four (4) session(s) per month.
2. Company is available via text message or voice note in between sessions Monday through Friday as needed and will reply within twenty-four (24) hours.
3. Any periods of unavailability of Company or Client during will be mutually agreed-upon in advance in writing.
3. Session Scheduling. Company and Client agree to create a schedule either at the beginning of coaching or week-to-week.

 

3. Retainer and Policies. 

1. Retainer: The amount of the initial retainer is USD $11,700 (Eleven Thousand Seven Hundred United States Dollars) (the "Retainer"). Entering into this Agreement is an agreement to pay the Retainer in full pursuant to the payment schedule immediately below. 
2. Payment Schedule: Payment installations of the Retainer are due and are to be paid as follows: 
• Three (3) Payments of Three Thousand Nine Hundred United States Dollars ($3,900) payable each month, starting on the date of the first payment.  Thereafter, the subsequent payments are to be made no later than thirty (30) days from the prior payment and shall be automatically billed to the same credit card or payment method used to make the first payment.
3. Failure to Pay: You are responsible for paying the total amount of the Retainer in United States Dollars (USD). If payment is not completed as noted above, the Company reserves the right to cancel sessions until payment is made. If the payment is declined, returned or deemed fraudulent, your access to Company and the Company Services may be terminated until all payments are made in full. Multiple missed payments may result in termination of the Services and acceleration of the Liquidated Damages clause below.
4. Liquidated Damages: If Client is in breach of payment terms, Client agrees to pay the balance in full within one (1) week of breach, and Company shall have the right to charge the payment method on file. Parties agree that the foregoing liquidated damages are adequate, fair and necessary in light of the fact that actual damages may be difficult or impossible to determine. 
5. Payment Method: Payment may be made by credit card or PayPal. Company is not responsible for any fees that may accrue due to currency conversions, transaction fees, taxes or international bank fees. 

 

4. Refund Policy. Client’s happiness is of the utmost importance and Company will do everything to create a positive, impactful experience.  However, Company will evaluate a Client’s request to terminate future sessions on a case-by-case basis. There are no refunds for Company Services already rendered. 

 

5. Rescheduling Policy. Client agrees that it is the Client's responsibility to notify Company twenty-four (24) hours in advance of the scheduled sessions should they desire to reschedule. Company will attempt in good faith to reschedule the missed session. Client may reschedule no more than two (2) sessions per month without penalty. Once 3 sessions have been rescheduled in a month any additional session changes are considered forfeited (ie client loses that session for the week). Company reserves the right to cancel the Retainer and payment terms apply should missed or canceled sessions exceed that. If Client is unavailable without notice or explanation for 3 days (72 hours) or longer without any type of communication, Company retains the right to terminate the Retainer and payment terms apply.

 

6. COVID Assumption of the Risk.  In the event of in-person meetings, Client acknowledges and understands the following:

•  Participation includes possible exposure to and illness from infectious diseases including but not limited to COVID-19. While particular rules and personal discipline may reduce this risk, the risk of serious illness and death does exist;
•  Client knowingly and freely assumes all such risks related to illness and infectious diseases, such as COVID-19, even if arising from the negligence or fault of Company; and
• Client hereby knowingly assumes the risk of injury, harm and loss associated, including any injury, harm and loss caused by the negligence, fault or conduct of any kind on the part of Company.

 

7. Termination. This Agreement will end either (1) automatically at the end of the Services, (2) by mutual decision of both Parties and it is agreed upon in writing by both in which case payment terms apply unless mutually agreed upon, (3) immediately if Company gives Client written notice for good cause. Good cause includes excessive/consistent Client no-shows, consistent lack of communication, frequent intoxication, abusive behavior, anything else that indicates Client is incapable of participating in the Retainer work at this time. If Company terminates this Agreement for good cause, payment terms apply.

 

8. Intellectual Property. The digital material(s) you receive inside Company’s digital programs include materials protected by copyright, trademark and other intellectual property laws. Such materials include but are not limited to written text, workbooks, videos, audio recordings, photos, designs and graphics. Any reproduction or unauthorized use shall constitute infringement. Duplicating, sharing or uploading files to sharing sites is considered stealing and Company may prosecute such misconduct to the fullest extent permitted by law.

 

Company provides you with access to these digital courses  solely for your personal, noncommercial use and you agree that you will not use such proprietary information or materials in any way whatsoever except for use in compliance with this Agreement. You will not use the digital course(s) in a manner that constitutes infringement or that has not been authorized by Company. More specifically, you may view, download, print, email and use these materials for your personal, noncommercial purposes only. You may not republish, reproduce, duplicate, copy, display, distribute or otherwise use any material from the digital course(s) for commercial purposes. Additionally, you may not modify, republish, upload, post, transmit, rent, lease, loan, translate, sell, create derivative works, exploit or distribute in any manner or medium, including by email or other electronic means, any material.

 

9. Confidentiality.  This relationship, as well as all information (documented or verbal) that the Client shares with Company as part of this relationship, is confidential but is not considered a legally confidential relationship (like in medicine or law). Company agrees not to disclose any information pertaining to the Client without the Client’s consent. Company will not disclose the Client’s name as a reference without the Client’s consent. Confidential information does not include information that: (a) was in Company’s possession prior to its being furnished by the Client; (b) is generally known to the public or in the Client’s industry; (c) is obtained by Company from a third party, without breach of any obligation to the Client; (d) is independently developed by Company without use of or reference to the Client’s confidential information; or (e) that Company  is required by law to disclose. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure, (iv) disclosure is required to protect Client or identified others from serious and foreseeable harm or when legal requirements demand that confidential information must be revealed.

 

10. Indemnification. You agree to indemnify, defend and hold harmless Company and her agents and contractors from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your participation in the Retainer or arising out of your breach of this Agreement or your violation of any law or the rights of a third party. You will not hold Company or other employees responsible for any negligent actions or adverse results, whether known or unknown, that you may incur or suffer as a result of the Company's Services you receive pursuant to this Agreement.

 

11. Limited Liability: Except as expressly provided in this agreement, Company makes no guarantees or warranties, express or implied. In no event will Company be liable to the Client for consequential or special damages. Notwithstanding any damages that the Client may incur, Company’s entire liability under this Agreement, and the Client’s exclusive remedy, will be limited to the amount paid by the Client to Company under this Agreement for all Services rendered up until the termination date.

 

12. General Disclaimers and Individual Responsibilities. Client agrees that Company is not and will not be liable for any actions or inaction, or for any direct or indirect result of any Services provided by Company. Client understands the Services are not therapy and does not substitute for therapy if needed, and does not prevent, cure, or treat any mental disorder or medical disease.

 

Health Disclaimer: Company shares general information only. Any information shared during Services is not intended and should not be construed as medical advice, nor is the information a substitute for professional medical expertise or treatment. If you or any other person has a medical concern, you should consult with your health care provider or seek other professional medical treatment. Never disregard professional medical advice or delay in seeking it because of something you have learned through Company. If you think you may have a medical emergency, call your doctor or emergency services immediately. None of the content of the Services cures or treats any mental or medical condition. Client is responsible for his/her own physical, mental and emotional well-being, decisions, choices, actions and results. 

Financial Disclaimer: Company shares general information that she believes to be accurate, but offers it with the understanding that she is not rendering investment or financial advice. It is not rendering professional services such as legal or accounting advice and is not serving as the basis for any financial decisions.  

Company does not provide any professional financial, legal, medical or psychological services or advice. Client understands that this work is not to be used as a substitute for professional advice by legal, mental, medical, psychological or other qualified professionals and will seek independent professional guidance for such matters. If Client is currently under the care of a mental health professional, Company will recommend that Client inform the mental health care provider.

Company cannot guarantee any success or results.  Successful testimonials you may see may not be typical for everyone and they are not intended to guarantee, promise, represent and/or assure that you will achieve similar results. Each person’s success and results depend on many factors, including dedication, desire and motivation. You accept the risk of not achieving any results (or less than desirable results).

Company disclaims any liability for your reliance on any opinions or advice contained in the Sessions or Retainer.

TO THE MAXIMUM EXTENT ALLOWED BY LAW, Company MAKES NO REPRESENTATIONS, GUARANTEES OR WARRANTIES (EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) REGARDING THE PRODUCTS, ANY SERVICES PROVIDED HEREIN, OR THE TECHNIQUE AS TO ANY MATTER INCLUDING PERFORMANCE, RESULTS, MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.

 

13. Disclaimer of Warranties and Limitations of Liability.

THE INFORMATION AND SERVICES OFFERED IN THE RETAINER OR  SESSIONS ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, Company DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Company DOES NOT WARRANT THAT ITS WEBSITE OR ANY OF ITS FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY PART OF THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Company  SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM OR OUT OF YOUR USE, INABILITY TO USE, OR PURCHASE OF THE RETAINER AND SESSIONS. YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE RETAINER AND SESSIONS. NOTWITHSTANDING THE FOREGOING, ANY DAMAGES SHALL BE LIMITED TO THE AMOUNT PAID BY YOU UNDER THIS AGREEMENT. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITED OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS COMPANY’S  LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.  

OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ADDITIONAL TERMS, Company MAKES NO SPECIFIC PROMISES ABOUT THE SERVICES. 

 

14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to its conflict of laws. The state and federal courts located in Florida  shall have exclusive jurisdiction over any case or controversy arising from or relating to the Retainer. You hereby submit to the exclusive jurisdiction and venue of such courts and consent irrevocably to personal jurisdiction in such courts and waive any defense of forum non conveniens. Process may be served on either Party in the manner authorized by applicable law or court rule.

 

15. Conflict Resolution. We will attempt to resolve any dispute in connection with this Agreement on an amicable basis, through our prompt, good faith discussions. If a dispute arises out of this Agreement that cannot be resolved by mutual consent, the Client and Company agree to attempt to mediate in good faith for up to 30 days after notice given. Any dispute that we cannot resolve ourselves will be determined by final and binding arbitration in Florida, before a sole arbitrator who will award attorneys’ fees and other costs to the substantially prevailing party. Notwithstanding anything in this Agreement to the contrary, if either party initiates arbitration before mediation, that party will be responsible for the other party’s attorneys’ fees and costs of arbitration. If the dispute is not resolved, and in the event of legal action, the prevailing party shall be entitled to recover attorney’s fees and court costs from the other party. 

 

16. Construction of the Agreement and Severability. This Agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. In the event that any provision of this Agreement is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from the Agreement, such determination shall not affect the validity and enforceability of any other remaining provisions. The failure of Company to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. Any ambiguities in the interpretation of the Agreement shall not be construed against the drafting party.

 

17. Notices and Communications. Client agrees that any communication needed under this Agreement shall be instituted through both text message and email [email protected]. 

 

18. Headings. The headings in this Agreement are inserted for convenience only and shall not be used to define, limit or describe the scope of this Agreement or any of the obligations herein.

 

19. Attorney Review. By signing this Agreement, the Parties acknowledge and agree that they have either sought the advice of an attorney, or even though they have had time to consult an attorney, they have voluntarily chosen not to do so.

 

20. Miscellaneous. This is the entire agreement of the parties, and reflects a complete understanding of the parties with respect to the subject matter. This agreement supersedes all prior written and oral representations. 

 

WHEREFORE, the Parties acknowledge that they have read and understand this Agreement and voluntarily accept the duties and obligations set forth herein.