Client Term Sheet 11/30/2020

OCA CLIENT AGREEMENT

Effective Date: 11/30/2020

1. INTRODUCTION

This is an Agreement between Online Coach University (“Company” or “OCU”) and you, the Client (“Client”) for group coaching services.

OCU is a company that provides individuals and business owners with education, strategies and support to help them leverage social media to grow their coaching business. OCU offers a 90-day group coaching program, called Online Coach Accelerator (the “Program” or “OCA”), which is the subject of this Agreement.  The Program offers support from Coach and additional coaches (collectively referred to as “Coaches”).

By clicking “buy now,” “complete order,” or any other phrase on the purchase button, entering your credit card information, or otherwise rendering payment information (either partially or in-full), you ("Client") acknowledge that you are executing the foregoing legally-binding contract & agree to the following terms in their entirety:

2. TERM

This Term of this Agreement shall be ninety (90) days, from November, 30, 2020 (“Start Date”) to February 28, 2021 (“End Date”), except for Sections 10-13, which shall survive the Term of this Agreement.

3. DISCLAIMERS

Client understands that coaching is working with the Coaches to help Client think through and analyze decisions to find his/her own entrepreneurial direction. Coaches may offer his/her opinion regarding decisions, but it is the responsibility of Client to make the final decision and choose the best option for his/herself. 

Coaching Services do not include: 1) procuring business or potential clients for Client; 2) performing any business management services for Client, such as social media marketing, brand advising, accounting, operations, research, or development; 3) therapy sessions in the form of psychotherapy, psychoanalysis, or behavioral therapy; 4) publicity, public relations and/or other marketing services; 5) legal or financial advice; 6) introduction to Coach’s professional network and business relationships; or 7) one-on-one Coaching Services.

From time to time, Company shares success stories of past Program clients. Client hereby acknowledges that past results are not a guarantee for future success and that neither Company nor Coach guarantee Client reach his/her goals, whatever they may be. Client hereby acknowledges he/she is solely responsible for the amount and type of results and/or other income that Client generates by implementing techniques and advice provided by the Program. Client also acknowledges that he/she is solely responsible for any decision to leave his/her other career, job or profession in order to pursue Client’s business idea and indemnifies Coach from any liability regarding said decision. Similarly, Client also agrees that he/she is solely responsible for any personal decision and indemnifies Coach from any liability regarding said decision. 

4. COACH’S RESPONSIBILITIES

Coaching Services include eleven (11) 60-120-minute group coaching sessions via Zoom, and (3) 60-120-minute group Mastermind Sessions with Rachel Bell via zoom, which will take place each week during the Term of this Agreement, and eight (8) educational modules drip-released during the first eight (8) weeks of the program (starting from the Effective Date). Coach may also provide additional educational support materials, such as workbooks and/or video modules, to assist the Client in better understanding the techniques and strategies discussed in the weekly calls. The Coach also agrees to provide additional feedback in the form of a private Slack Group created exclusively for the Group Program Clients. Coach will provide additional support, in the form of a Support Coach to help monitor and administer advice within the Slack Group.

From time to time, Company and/or Coach may recruit coaches to work under the OCA umbrella and facilitate trainings from the OCA framework (“Assistant Coach” and/or “Head Coach”). Client agrees & acknowledges that certain interactions will be exclusively with Assistant and/or Head Coaches, whereas other Program interactions will involve interaction with Coach.

5. CLIENT’S RESPONSIBILITIES

Coach’s Program has been developed for educational purposes only. Company has established its proprietary Program in order to educate and inspire Client to pursue his/her personal goals. However, Client hereby acknowledges that Coach does not guarantee Client’s goals, whatever the goals may be, will be reached by completing and implementing the advice and techniques in the Program. Client acknowledges that, as with any business endeavor and investment, there is an inherent risk associated. Client accepts and agrees that Client is 100% responsible for his/her results from the Program.

Nevertheless, Client acknowledges that he/she can optimize her potential results from the Program by adhering to the following:

• Completion of all Program material, including assignments and worksheets;
• Thoughtful and meaningful participation in all calls with Coaches;
• Utilization of Coach’s feedback within the Program’s private Slack channel;
• Completion of all assigned work, material, and research between each coaching call;
• Committing to the Program;
• Attending each coaching call at the scheduled date, on time;
• Taking 100% responsibility for Client’s results, 100% of the time.

6. RESCHEDULING POLICY

A big component of success is discipline and commitment. In order to achieve optimal results under this Program, Client should commit to the schedule as follows:

• This is a ninety-day (90-day) Program, consisting of eleven (11) weekly ninety-minute (60-120 minute) group coaching calls.
• Coach understands that sometimes, “life happens.” However, Coach does not provide “make-up calls” to any Program clients that are absent for a weekly call, nor does Online Coach University provide any refunds or discounts for Client’s failure to attend any call or complete any portion of the Program.

This Product may be distributed by Company either directly or through a third-party platforms Company reserves the right to substitute services equal to or comparable to the value of Product if reasonably required by the prevailing circumstances as determined by Company. Access to this Product is currently through at least three (3) third-party platforms, namely, Kajabi, Slack, Airtable, and Zoom (“Platforms”). Company is not liable for any limitation of access to the Product caused by Platforms.

7. REFUND POLICY

All sales are final for this course. Due to the inherent nature of educational programs and the electronic transmission of same, there are no refunds.

8. PAYMENT & FEES

Upon execution of this Agreement, Client agrees to pay to the Company the full purchase amount for the Program, regardless of what payment option Client selects at checkout.

A partial payment shall be construed as a commitment to pay the entire Program price. If Client selects a payment plan option, Client agrees to pay all fees pursuant to the payment schedule outlined at checkout and selected by Client. Client authorizes Company to charge the credit card or account used at checkout to complete all payments pursuant to the payment plan Client selected at checkout, and Client does not require separate authorization for each payment.

If any payments fail, Client agrees to remedy the situation immediately (ie. update Client’s payment information, provide a new credit card, and/or make all past-due payments within 5 business days) or else Client forfeits his/her right to access the Program.

The Client shall not threaten or make any chargebacks to the Company’s account or cancel the credit card that is provided as security without the Company’s prior written consent. The Client shall pay for any fees associated with recouping payment, including but not limited to, collections fees and attorneys’ fees. In the event of a chargeback, Company reserves the right to report the incident to credit reporting agencies as a delinquent account.

9. TERMINATION

Company is committed to providing quality service to all Clients. However, from time to time, situations arise that require the Company to terminate the Agreement before the Term ends. As such, Company reserves the right to terminate the Agreement “for cause” at any time during the Agreement, which includes, but is not limited to, the following causes: 1) Client fails to follow Program guidelines; 2) Client is abusive or harasses Coach or other members of the Program; 3) Client refuses to pay or does not pay within the schedule outlined in Section 8 above; 4) Client proves to be difficult to work with; or 5) for any other legitimate business purposes in the best interest of Coach. If any of the following causes trigger Coach to terminate the Agreement, Client is still liable to pay the entire cost of the Agreement.

10. CONFIDENTIALITY

Confidential Information –  Company takes pride in its proprietary information included in each Program. As such, Client agrees and acknowledges all Confidential Information shared through this Program and by the Coach is confidential, proprietary, and belongs exclusively to Company.

“Confidential Information” includes, but is not limited to:

• Any systems, sequences, processes or steps shared with Client;
• Any information disclosed in association with this Agreement;
• Any trade secrets in connection with the Program or Company’s business practices.

Testimonials – Company also agrees to protect Client’s Confidential Information. However, from time to time, Company may use general statements about Client’s success as social proof and part of its marketing strategy. By signing this Agreement, Client agrees to Coach sharing Client’s success stories as testimonials on Coach’s website and/or social media.

11. INTELLECTUAL PROPERTY

Intellectual Property - This Product contains information that is the intellectual property belonging to Company. Company provides Client with a single-user license authorizing Client to use the materials for their individual purposes only. Client shall not share, copy, distribute, disseminate, or sell the materials for either commercial or non-commercial purposes. Nothing in this Agreement shall transfer ownership of or rights to any intellectual property of the Company to the Client, nor grant any right or license other than those stated in this Agreement. You shall not copy, reproduce, transmit, modify, edit, create derivative works from, alter, sell, or share with others any products or parts of the Program without prior written consent or unless provided otherwise. 

If the Client is also a business owner in a similar industry, Client must not misappropriate any of Company’s intellectual property and proprietary information in the following manner:

• Teaching Client’s personal clients any of the information, methods, solutions, or formulae owned by Company and passing it off as her own;
• Copying any of Company’s Program material for Client’s personal use;
• Copying, publishing, transmitting, transferring, selling, creating derivative works from, reproducing, or in any way exploiting any of the Intellectual Property owned by Company in either whole or part without prior written consent. 

12. INDEMNIFICATION / LIMITATION OF LIABILITY

By using Company’s services and purchasing this Product, Client accepts any and all risks, foreseeable or unforeseeable, arising from such transaction. Client agrees that Company will not be held liable for any damages of any kind resulting or arising from the use or misuse of the Program. Client agrees that use of this Product is at user’s own risk. Client hereby acknowledges that neither Coaches nor Company is liable for any injuries that may arise from Client’s personal decisions based off of his/her participation in this program, including but not limited to: a decision to leave a job, a decision to invest in an opportunity, a decision to start a business, any of Client’s business decisions, any of Client’s financial decisions.

13. NON-DISPARAGEMENT

Client agrees, during and/or after use of Program, to refrain from making any statements, whether oral or in writing, that do or have the potential to negatively impact Company’s program, business, services, products, or reputation.

14. FORCE MAEJURE

Neither Party will be liable for any failure or delay in performing an obligation under this Agreement that is due to any of the following causes, to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire or explosions.

For the avoidance of doubt, Force Majeure shall not include (a) financial distress nor the inability of either Party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a Party's financial inability to perform its obligations under the Term of this Agreement. Force Majeure shall include the right for Company to reasonably delay certain aspects of the Program, pending prior written consent, due to any acts of nature (including illness on the part of Company members or Coaches).

15. MISCELLANEOUS

1. Amendments - We reserve the right to amend this Agreement from time to time. Any amendments must be agreed in writing and executed by both parties.
2. Headings & Severability - Headings are included for convenience purposes only and shall not affect the construction of this Agreement. If any portion of this Agreement is held to be unenforceable, it shall not affect the remaining portions of the Agreement, which shall remain in full effect. If any portion of this Agreement is held to be unenforceable, then the unenforceable portion shall be construed in compliance with applicable law in a light most favorable to the original intentions of the parties. If the unenforceable portion of the Agreement is found by a competent court of this jurisdiction to be contrary to law, then it shall be changed and interpreted to best reflect the original intentions of the parties, and all other provisions shall remain in full force and effect.
3. Entire Agreement - This Agreement reflects the entire agreement between the parties. This Agreement trumps any other existing negotiations, communications or Agreements between the parties, whether written, oral, or electronic, and is the full extent of the Agreement between the parties.
4. All Rights Reserved - All rights not expressly granted in this Agreement are reserved by us. 
5. Governing Law - Online Coach University is located in the United States and is subject to the applicable laws governing the United States. The governing law for this agreement is the laws of Colorado.
6. Arbitration - Any disputes arising under this Agreement shall first be resolved through a binding arbitration. 
7. Execution - By clicking “buy now,” “complete order,” or any other phrase on the purchase button, entering your credit card information, or otherwise rendering payment information (either partially or in-full), Client acknowledges that he/she is executing the foregoing legally-binding contract & agree to the aforementioned terms in their entirety.