Service Terms and Conditions
This Services Agreement (the “Agreement”) is entered into by and between (“Client”) and Coaching by Sarah Auerswald LLC, a California limited liability company (“CBSA”) (each a “Party” and, collectively, the “Parties”). The Parties agree that in exchange for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the following terms and conditions will apply to services provided by CBSA to Client.
1. Authorization. Client is engaging CBSA to perform the “Services” (as defined below), subject and according to the terms and conditions of this Agreement. Client agrees to pay any and all Fees arising out of the Services in accordance with this Agreement.
2. Services.
2.1. The Program. Client hereby agrees to engage CBSA to provide services (the “Services”), subject and according to the terms and conditions of this Agreement. Services may include general coaching, guidance, presentations, and discussions related to leadership skills, personal growth, decision-making skills, and communication skills. Client agrees to purchase and pay, according to the payment terms in Section 4 of this Agreement, for a program of Services (the “Program”). The Program consists of Twenty-four (24) 1-hour, one-on-one “Sessions” between Sarah Auerswald and Client, each held once per week for a period of six months, at pre-determined dates (see Exhibit A) commencing with the initial Session. Each Session shall be conducted through a virtual/online medium (e.g., Zoom) or, with the approval of CBSA, in-person. If Client purchases additional Programs or Services in the future, all such future Services will be subject to this Agreement, unless the Parties specifically agree otherwise in writing. Client acknowledges that the specific Services and Programs of Services offered in the future and the pricing of such Programs may change over time. If Client wishes to purchase an additional Program, Client shall notify CBSA, and CBSA, assuming that CBSA agrees in its sole and absolute discretion to provide such additional Program, shall inform Client in writing if the price of a Program has changed, and, if so, the price of such Program and the payment terms. Any payment made by Client toward such additional Program constitutes acceptance of the pricing and payment terms for such additional Program. Client agrees and understands that the Services do not constitute or include, and are not a replacement for, legal, medical, mental health or professional advice, and that neither CBSA nor any of its employees, affiliates, agents, subcontractors or any other party associated with providing the Services is authorized or licensed to provide official legal, medical, mental health or professional advice. With respect to any Services provided, Client agrees and understands that CBSA’s life coaching is intended to provide Client with general guidance and support in a variety of roles and activities, but CBSA makes no representations or guarantees regarding the success or effectiveness of the Services in achieving Client’s desired goals or outcomes.
2.2. General Provisions. All Services will be rendered by CBSA. The extent of the Services, the exact nature of the Services that will be rendered by CBSA, and whether the Services have been completed will be determined by CBSA in its sole and absolute discretion. Nothing in this Agreement, nor in any statements made by CBSA, is to be construed as either a promise or guarantee regarding the success of the Services in achieving the goals or outcomes desired by Client. Nothing contained in this Agreement, nor in any statements made by CBSA, will prevent CBSA from performing work similar or identical to the Services for others.
2.3. Responsibilities of Client. Client agrees to comply with all reasonable requests of CBSA that are desirable or necessary relating to the performance of Services under this Agreement.
2.3.1.Confidential Information. Both Parties agree not to disclose to any third party any confidential information without prior written consent, except as may be necessary to establish or assert rights hereunder, as required by the laws of the applicable jurisdiction or by court order.
2.4. Party Conduct. Parties agrees to treat one another and all employees, owners, affiliates, agents and others associated with the Services with respect and courtesy. CBSA reserves the right to remove Client from any Session and/or terminate this Agreement pursuant to Section 4 if CBSA, in its sole and absolute discretion, determines that Client’s behavior is disrespectful, discourteous, or otherwise in violation of this Agreement. Client understands and agrees that removal from a Session for such behavior will not entitle Client to a refund of Fees already paid to CBSA or a reduction of Fees owed to CBSA under this Agreement.
3. Scheduling Services and Cancellation.
3.1. Program Schedule. Upon execution of this Agreement, CBSA and Client will set a mutually agreeable day of the week and time to meet for the Sessions (e.g., Tuesdays at 12:00pm) (the “Program Schedule”). Sessions will occur on the same day and time each week unless both Parties agree in advance to change the day or time according to the provisions in Section 3.2 of this Agreement.
3.2. Cancellation and Rescheduling. Both Parties agree to make reasonable efforts to adhere to the Program Schedule. However, in the event that a Party is unable to meet for a Session due to unforeseen circumstance, either Party may cancel any Session with two (2) hours written or oral notice. In the event that a Party cancels a Session, both Parties agree to make a good faith effort to reschedule the Session within five (5) calendar days of the Session’s original date in the Program Schedule. If the Parties agree on a new date and time to reschedule the Session, Client will not be entitled to any refund of Fees already paid to CBSA or a reduction of Fees owed to CBSA under this Agreement. Once the Parties agree on a new date and time to reschedule the Session, the Parties agree to treat the rescheduled Session as a Session originally included in the Program Schedule, applying all protections and provisions of this Agreement to that Session.
3.2.1. Cancellation by CBSA. If, following a cancellation by CBSA and a good faith effort by both Parties to reschedule the canceled Session, the Parties cannot agree upon a date and time to reschedule, CBSA agrees to refund Client’s payment only for the canceled Session (which shall be prorated based upon Program Fee).
3.2.2. Cancellation by Client. If, following a cancellation by Client and a good faith effort by both Parties to reschedule the canceled Session, the Parties cannot agree upon a date and time to reschedule, Client will not be entitled to a refund of Fees already paid to CBSA or a reduction of Fees owed to CBSA under this Agreement, and will pay for the Session pursuant to the provisions in Section 4 of this Agreement as if it had occurred.
1. Termination.
1.1. Client’s Right to Terminate. If Client has purchased the Program and wishes to terminate its relationship with CBSA, CBSA will refund payment only for unused Sessions if and only if termination occurs before Client’s third Session with CBSA. Client will not be refunded for (or will still owe) the cost of past Sessions, regardless of whether Client attended those Sessions, unless CBSA canceled those Sessions pursuant to Section 3.2.1 of this Agreement. Following Client’s third Session, Client will be obligated to pay (and CBSA will be entitled to retain) the full Program Fee and any other payments due under Section 4 of this Agreement.
1.2. CBSA’s Right to Terminate. CBSA may terminate its obligation to provide Services to Client at any time, for any reason or no reason, with prior written notice. If termination by CBSA results in Client’s inability to attend Sessions for which Client has already paid, CBSA agrees to refund payment that Client has made for such Sessions. In addition, and notwithstanding the foregoing provision, CBSA’s obligation to perform Services will terminate automatically, and no refund will be provided, if Client fails to comply with any provision in this Agreement or fails to adhere to CBSA’s policies. In the event that either CBSA or Client terminates Services for any reason and there are any outstanding fees owed to CBSA under this Agreement, Client will immediately pay any such fees. The Parties’ respective obligations arising under this Agreement, other than the obligation of CBSA to provide Services, will survive the termination of this Agreement.
2. Warranties and Liabilities. CBSA does not warrant or represent that the Services will achieve Client’s desired results in seeking CBSA’s Services. Client understands that the Services and the performance of the Services involves uncertainty and subjectivity, and that no recommendation on any matter by CBSA, nothing in this Agreement, nor in any statements made by CBSA, are to be construed as either a promise or guarantee regarding the success or the effectiveness of the Services or the quality or caliber of Services.
2.1. Delays. CBSA will incur no liability for any delays occurring due to any one or more of the following circumstances: (1) errors or omissions not corrected by Client; (2) circumstances beyond CBSA’s control, whether tangible or otherwise; (3) any circumstances that create a reasonable concern with respect to the health, safety or welfare of any individual providing Services on behalf of CBSA. Without limiting the generality of the foregoing provisions, CBSA will not pay any penalty, loss or interest resulting from its error or delay or difficulty or failure in the Services, or in delays caused by Client, or any third party. In no event will the total liability of CBSA or its employees, owner, affiliates or agents, arising under this Agreement, for all damages, losses and causes of action whether in contract, tort (including negligence), product liability or otherwise, either jointly or severally, exceed the amount paid to CBSA by Client for Services in the six-month period preceding any incident or incidents resulting in such liability. The foregoing provisions of this section are for the benefit of CBSA, its owner, affiliates and agents, and each will have the right to assert and enforce the provisions directly on their own behalf.
2.2. Exclusive Remedy. The foregoing will constitute CBSA’s entire liability and Client’s exclusive remedy. In no event will CBSA be liable to Client or any third party for any direct, indirect, special, incidental, consequential or exemplary damages, (including, but not limited to, loss of use, revenue, profit or information in connection with or arising in any way out of this Agreement or any of the Services, even if CBSA has been advised of the possibility of such damages). In the event that any product or materials are purchased by CBSA for Client’s benefits, such products or materials or Services are provided “as is.” There are no warranties, express or implied, by operation of law or otherwise, on any products or materials furnished hereunder. Any implied warranties of merchantability or fitness for particular purpose or use are disclaimed.
3. Indemnification. Client agrees to defend, indemnify and hold harmless CBSA, its owner, employees, agents, to the fullest extent lawful, from any losses, claims, damages, liabilities and expenses, including reasonable attorney’s fees, (collectively, “Claims”) to which CBSA may become subject related to or arising out of the performance of its duties under this Agreement or arising out of this Agreement, or in connection with the Site or its operation. Client further agrees to defend, indemnify and hold harmless CBSA from any Claims resulting from any of the Services that damages Client, or any other party or parties, except in case of intentional misconduct by CBSA. The provisions of this Section will survive any termination of this Agreement. CBSA will be responsible only for performing the Services expressly provided for in this Agreement and will be liable only for its intentional misconduct in performing those Services, and even then subject to the limitations on CBSA’s liability set forth in this Agreement. CBSA will not be responsible for Client’s, or any other person or entity’s acts or omissions or those of any other person, including without limitation any third party, whether or not hired as a subcontractor by CBSA and neither such person nor any such entity, will be deemed to be an agent or representative of CBSA.
4. Venue. Client agrees that for purposes of venue, this Agreement was entered into in Los Angeles, California and will be governed by the laws of the State of California. Any controversy or claim relating to this Agreement will be settled by arbitration. Any arbitration arising out of this Agreement will be administered by JAMS, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. For all matters arising out of or relating to this Agreement, Client agrees to submit to the jurisdiction of the State of California. The arbitration proceeding will take place and the arbitration award given in writing in Los Angeles, California. In the event of litigation or arbitration to interpret or enforce the provisions of this Agreement, the prevailing party will be entitled to recover all expenses, including reasonable attorney’s fees incurred.
5. Enforceability. If any provision contained in this Agreement will, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Notwithstanding the foregoing, if, any provision contained in this Agreement will for any reason be held to be excessively broad as to time, duration, geographical scope, activity or subject, it will be construed by limiting and reducing it, so as to be enforceable to the maximum extent compatible with the applicable law as it will then appear.
6. Notice in Relation to Agreement. Unless specifically provided otherwise in this Agreement, any notice to either Party given in relation or pursuant to this Agreement will be in writing and will be delivered personally, by messenger or by mail or by email. Service of any such communication will be deemed made on the date of actual receipt at such address. Any Party may, from time to time, by notice in writing served upon the other Party as aforesaid, designate a different address, different person or reasonable additional persons to whom all communications are thereafter to be made.
7. Waiver. A waiver of or failure to enforce any provision contained in this Agreement on any occasion will not be deemed to be a continuing waiver or a waiver on any other occasion.
8. Sole Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and will supersede all previous proposals, both oral and written, negotiations, representations, commitments, writings, meetings and all other communication between the Parties, with respect to the Services. Client acknowledges that it is entering into this Agreement solely on the basis of the representations contained herein. The terms of this Agreement are confidential and will not be disclosed by Client or by any agent of Client to any third party without CBSA’s express written consent. Other than as provided in this Agreement, this Agreement may not be released, discharged, changed, amended or modified except by an instrument in writing duly signed by all Parties. Neither the course of conduct between parties nor trade practice will act to modify any provision of this Agreement.
9. Testimonials. Client grants to CBSA an irrevocable, royalty-free right to display and publish Client’s name, likeness or logo and/or any Client testimonial about the Program in CBSA’s marketing materials, website, social media or in any other medium that CBSA determines in its sole and absolute discretion.
10. Headings & Interpretation. The headings or titles of the various paragraphs of this Agreement are inserted merely for the purpose of convenience and do not expressly or by implication or intention, limit, define, extend or affect the meaning or interpretation of this Agreement or the specific terms or text of the section so designated. In the event any claim is made by any Party relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion will be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular Party or his or her counsel.
11. Miscellaneous. Client acknowledges that this Agreement is non-transferable and that none of these rights may be transferred, assigned or distributed by Client to any third party. CBSA has the right to freely assign this Agreement and its rights under this Agreement.