Terms & Conditions: ONLINE COACHING AGREEMENT
RACHEL GREGORY & RG FITNESS, LLC
This Coaching Agreement (“Agreement”) is entered into between:
Rachel Gregory (hereafter “Coach”) as the primary Coach and owner of RG Fitness, LLC (hereafter “Company”), providing the Coaching Services outlined below,
and __________________________ (hereafter “Client”). Collectively, all parties or persons entering into this agreement will be referred to as the “Parties.” The effective date of services begins immediately upon the submission of the first payment made by the Client and requires a minimum initial commitment of 6 months.
The purpose of this agreement is to detail the services to be provided by the Coach, as well as the responsibilities of the Client, as agreed to by the Parties below.
- Scope of Services.
The Client has agreed to purchase group coaching and lifestyle optimization services offered by the Coach in pursuit of the Client’s goals.
The Coach agrees to provide the Client with the following services. (“Sessions” or “Services”):
(i) Timely responses to questions asked in the private community app;
(ii) Weekly group coaching calls delivered via Zoom;
(iii) 4-6 week progressive group training program;
(iv) Exercise Form Video Critiques delivered via weekly Zoom call;
(v) Access to any existing, or newly developed nutrition/fitness-related resources and educational content created by the Coach for the group coaching membership
The Parties acknowledge and agree that during the term of this Agreement, the Services may be modified and/or expanded upon a written agreement executed by the Parties expressly referencing this Agreement.
- Term.
This Agreement shall commence on the Effective Service Begin Date and shall continue in full force and effect until the Effective Service End Date (the “Term”) unless terminated earlier as provided in this Agreement.
The Client understands and agrees to the minimum initial commitment of 6 months.
The Client acknowledges this six (6) month non-cancellable subscription term and understands payment is required on a monthly basis for the 6-month term.
- Termination.
The Client has the unilateral right to terminate the use and access to the Coaching Services.
If the Client wishes to terminate coaching before the minimum commitment has been fulfilled, the Client is required to pay the remaining balance for the full minimum commitment period regardless of illness, injury, or failure to comply with coaching services.
In the event that the client becomes ill or injured during the term of this contract, the client shall continue to pay for and participate in coaching sessions to the extent possible.
The Coach may modify the training program to accommodate the client's condition or provide alternative exercises as appropriate. The Client acknowledges that continued training may be beneficial to their recovery, and failure to attend scheduled coaching sessions or pay for services rendered shall not be excused by illness or injury.
The Coach is not responsible for any further injury or illness resulting from the client's participation in training while ill or injured.
- Renewal.
Should the Client not wish to continue their subscription after the 6th month, the Client will notify the Coach no less than 30 days in advance of the final subscription date.
If no notice is received, the Coach will reach out to the Client to discuss additional Term options at the current existing client rates. If the Coach does not hear from the Client regarding the subscription cancellation notice, the Client will automatically renew the subscription into a three (3) month Term at the current monthly price.
Client understands and agrees to the renewal clause: ________
- Payment and Fees.
The Client accepts and agrees to pay for the coaching services provided by the Company as outlined in the Term commitment above.
Payments will automatically be deducted via the Company’s client management system. All payments due under this Agreement shall be payable in United States dollars, in immediately available funds. Such payments shall be without deduction of exchange, collection, or other charges.
The Client agrees to pay all costs, including debt collection agency fees and solicitor’s costs, that the Coach may incur in taking steps to recover any money that the Client owes to the Coach, whether or not legal proceedings are issued for recovery of the monies.
If payments are not made on time, the Client agrees to pay interest on all past-due sums at a rate of 1% per each day payment is overdue.
Fees for the Coaching Services are set forth on the Company website. The Company reserves the right to change Services Fees at any time.
- Refunds.
In order to honor the commitment of existing and future clients, the Company does not offer refunds.
Late Payments. If payments are not made on time, the Client agrees to pay interest on all past-due sums at a rate of 1.5% per month, or the highest rate allowed by law, whichever is greater.
If the Coach is unable to perform the duties under this Agreement due to illness, emergency, fire, casualty, strike, an act of God, or causes beyond the control of the Coach, the Coach, and the Client shall make every attempt to reschedule the session(s).
- Communication.
The Coach is available to provide Coaching Services during the hours of 9 AM to 5 PM in the Coach’s local timezone, Monday through Friday. Any support provided outside of this time frame will be at the discretion of the Coach. The Coach’s primary source of communication with the Client is through the private community app. The Client agrees and understands that the Coach may take holidays and vacations off throughout the year. The Coach will notify the Client within 7 days of these time periods and parties will work together to ensure all services are completed and/or scheduled for any time off.
- Service Location.
Both parties agree that the coaching services provided will be 100% virtual.
- Warranty.
The Services to be performed hereunder are nutrition and fitness coaching, education, and guidance. The Coach does not warrant in any form the results or achievements of the Services provided. The Coach warrants the Services will be performed in a professional manner in accordance with the generally accepted industry standards and practices. The Coach shall comply with all statutes, ordinances, regulations, and laws of all international, federal, state, county, municipal, or local governments applicable to performing the Services described herein.
- Disclaimer.
The Coach does not provide professional medical services or advice. The services provided by the Coach do not constitute, and should not be interpreted as, medical advice or opinion. No doctor-patient relationship is created. Any and all services provided are for informational purposes only. The Coach is not a medical professional. The Services provided should not be construed as a substitute for physician consultation, evaluation, or treatment and the Services provided should not be relied upon when making medical decisions, or to diagnose or treat a medical or health condition. The client is urged and advised to seek the advice of a physician or a medical professional with any questions the Client may have regarding their health before beginning any plans that may be referenced, discussed, or offered under the Services. If the Client is being treated for an illness, taking prescription medication, or following a therapeutic diet to treat a disease, it is especially urged to consult with their physician before using the Services.
The Client further agrees that, before using the services, the Client shall consult their physician, particularly if they are at risk for problems resulting from exercise or changes in their diet. If any information they receive or obtain from using the Services is inconsistent with the medical advice from their physician, they should follow the advice of their physician.
- No Guarantees.
Nothing in this Agreement and nothing in the Coach’s statements or communications to the Client shall be construed as a promise or guarantee about the outcome of this Agreement.
The Coach makes no such promises or guarantees. The Coach agrees to use her best efforts in assisting the Client.
- Ownership of Work Product.
The copyright for all products, courses, journals, instructions, or deliverables created hereunder for the Client, or provided to the Client, shall belong to the Coach. All intellectual property rights in all pre-existing works and derivative works of such pre-existing works and other deliverables and developments made, conceived, created, discovered, invented, or reduced to practice in the performance of the Services hereunder are and shall remain the sole and absolute property of the Coach. This Agreement does not grant the Client any license to any of the Coach’s products, which must be separately licensed.
- Confidentiality.
The Parties acknowledge that by reason of their relationship to the other hereunder, each may disclose or provide access (the “Disclosing Party”) to the other Party (the “Receiving Party”) certain Confidential Information.
“Confidential Information” shall mean (i) information concerning a Party’s products, business, and operations including, but not limited to, information relating to business plans, products, product samples, costs, sources, strategies, inventions, procedures, literature, technical advice or knowledge, contractual agreements, pricing, price lists, product specifications, trade secrets, procedures, distribution methods, inventories, marketing strategies and interests, designs, drawings, worksheets, concepts, samples, inventions, manufacturing processes, computer programs, and systems. All Confidential Information shall remain the property of the Disclosing Party.
Further, the Coach will keep the Client’s information private, and will not share the Client’s information with any third party unless compelled to by law.
The Client understands and agrees to the confidentiality clause: ________
- Indemnification.
Each party (the “Indemnifying Party”) agrees to indemnify, defend and hold the other party and its affiliates and their respective officers, directors, employees, and agents harmless from and against all third-party claims, losses, liabilities, damages, expenses, and costs, including attorney’s fees and court costs, arising out of the Indemnifying Party’s (i) negligence or willful misconduct or (ii) its material breach of any of the terms of this Agreement.
The Indemnifying Party’s liability under this Section shall be reduced proportionally to the extent that any act or omission of the other Party, or its employees or agents, contributed to such liability. The party seeking indemnification shall provide the Indemnifying Party with prompt written notice of any claim and give complete control of the defense and settlement of the Indemnifying Party and shall cooperate with the Indemnifying Party, its insurance company, and its legal counsel in its defense of such claim(s). This indemnity shall not cover any claim in which there is a failure to give the Indemnifying Party prompt notice to the extent such lack of notice prejudices the defense of the claim.
- Limitation of Liability.
Except for the Parties’ Confidentiality obligations under Section 10 of this Agreement and Indemnification obligations under Section 11 of this Agreement, in no event shall either Party be liable under this Agreement to the other Party for any incidental, consequential, indirect, statutory, special, exemplary or punitive damages, including but not limited to lost profits, loss of use, loss of time, inconvenience, lost business opportunities, damage to goodwill or reputation, and costs of cover, regardless of whether such liability is based on breach of contract, tort, strict liability or otherwise, and even if advised of the possibility of such damages or such damages could have been reasonably foreseen. Subject to the Client’s obligation to pay the Fees to the Coach, each Party’s entire aggregate liability for any claims relating to the Services or this Agreement shall not exceed the fees paid or payable by the Client to the Coach under this Agreement in the 12 month period immediately preceding the events giving rise to such liability.
This section shall survive the termination of the Agreement.
- Coach Expectations.
The Coach expects the following from the Client:
(i) The Client will take consistent action for the results desired;
(ii) The Clent will be coachable; Apply the direction and instruction given by the Coach;
(iii) Follow the nutrition guidelines and training program provided by the Coach to the best of your ability;
(iv) Make a consistent effort to utilize and stay up-to-date with your personal Flex Fam Accountability Tracker;
(iv) Make a consistent effort to ask questions, share wins, and communicate any struggles or setbacks in the private community app;
(v) Make a consistent effort to join the weekly group coaching calls via Zoom.
- Client Expectations.
The Client may expect the following from the Coach:
(i) the Services provided by the Coach will be performed in a professional and timely manner;
(ii) the Coach will always prioritize the Client’s health in pursuit of any physique-specific goals;
(iii) the Coach will challenge the Client (within reason) in pursuit of the Client’s shared objectives and goals.
- Force Majeure.
Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, or other similar or different occurrences beyond the reasonable control of the Party so defaulting or delaying in the performance of this Agreement, for so long as such force majeure event is in effect. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within 5 business days of its occurrence.
- Governing Law and Venue.
This Agreement will be governed by and interpreted in accordance with the laws of the State of New York without giving effect to the principles of conflicts of law of such state. The Parties hereby agree that any action arising out of this Agreement will be brought solely in any state or federal court located in New York County, New York.
Both Parties hereby submit to the exclusive jurisdiction and venue of any such court.
- Attorney’s Fees.
If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses from the other Party.
- Assignment.
The Coach may partially subcontract its obligations and rights to an equally qualified third party for a temporary time period.
- Severability.
If any provision or portion of this Agreement shall be rendered by applicable law or held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.
- Survival.
Each term and provision of this Agreement that should by its sense and context survive any termination or expiration of this Agreement shall so survive regardless of the cause and even if resulting from the material breach of either Party to this Agreement.
- Notices.
All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party at the address shown above, or at such other address or addresses as either party shall designate to the other.
- Entire Agreement.
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.
In witness whereof, the Parties hereto have executed this Coaching Agreement on the date set forth below.
CLIENT ________________________
Name: __________________________
Date: ___________________________
COMPANY ______________________
Name: ______________________