COACHING SERVICES AGREEMENT

THIS COACHING SERVICES AGREEMENT ("Agreement") is made effective as of the date digitally submitted by said party purchasing the Quick Start Credibility Program and between The Image Impact Group LLC (“IIG”). IIG and/or CLIENT may each be referred to herein as “Party” or collectively as the "Parties."

WHEREAS IIG coaches individuals in developing a more powerful personal brand and image (“Services”); and

WHEREAS CLIENT wishes to retain IIG’s Services;

NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CLIENT and IIG agree as follows:

1.  ENGAGEMENT. CLIENT hereby engages IIG’s Services as defined above, and IIG accepts such engagement, upon the terms and conditions set forth herein.

2.  TERM. This Agreement shall commence as of the Effective Date and continue through the total number of sessions indicated by the coaching program chosen/agreed upon (“Term”).

3.  SCOPE OF SERVICES. IIG agrees to provide coaching Services as CLIENT and IIG have agreed upon and set forth in detail on Exhibit A attached hereto.

4.  COMPENSATION. As full compensation for the Services, CLIENT shall pay IIG the applicable fee(s) set forth on Exhibit A, which shall be due and payable as also set forth on Exhibit A.

5.  CLIENT’S OTHER RESPONSIBILITIES. CLIENT shall:

(a) be present at each session, on-time, prepared and open-minded to strategy  and coaching suggestions;

(b) come to each coaching session with four topic ideas and three supporting points; and

(c) spend time on LinkedIn connecting, commenting and replying to his or her community.

6.  NATURE OF COACH/CLIENT RELATIONSHIP; NO GUARANTEES. CLIENT acknowledges that coaching is a comprehensive process that may involve different areas of CLIENT’s professional and personal life. CLIENT agrees that deciding how to handle these issues, incorporate coaching principles and implementing choices is exclusively the CLIENT’s responsibility. CLIENT understands that to enhance the coaching relationship, CLIENT must communicate honestly, be open to feedback and assistance and create the time and energy to participate fully in the process. CLIENT agrees to do so. CLIENT acknowledges and agrees that IIG’s role is to support and assist CLIENT in reaching CLIENT’s goals, but CLIENT’s ultimate success depends upon CLIENT’s personal effort, motivation, commitment, and follow-through. IIG cannot predict and does not guarantee that CLIENT will attain a particular result, and CLIENT acknowledges and agrees that results differ for everyone, depending upon his or her unique background, dedication, desire, motivation, actions and numerous other factors. CLIENT fully agrees that there are no guarantees as to the specific outcome or results following IIG’s Services hereunder.

7.  CONFIDENTIALITY. In the course of performing the Services, the Parties will have access to certain proprietary professional information, passwords and trade secrets of each other (collectively, the “Confidential Information”). Neither Party may, either during or after the Term of this Agreement, use, disclose or otherwise permit any person or entity access to any of the Confidential Information of the other Party, except as required or anticipated in the performance of their obligations hereunder. The Parties each understand that they are not allowed to sell, license or otherwise exploit any products or services that embody in whole or in part any Confidential Information of the other Party.

8.  OWNERSHIP OF MATERIALS; INTELLECTUAL PROPERTY. In the event that, as part of this coaching, IIG shares with CLIENT materials or content that are proprietary to IIG, IIG shall continue to own all copyrights, trademarks and other proprietary rights in and to such materials and content (“IIG’s Intellectual Property”). Nothing herein conveys or may be deemed to convey any of IIG’s rights, title, or interest in and to IIG’s Intellectual Property, except the limited non-exclusive license for CLIENT to personally utilize IIG’s Intellectual Property for his or her own improvement. CLIENT shall not disclose IIG’s Intellectual Property to any third party or in any way make commercial use thereof. 

CLIENT warrants and covenants that she or he shall not:

(a) Modify/edit any of IIG’s Intellectual Property or remove/alter any notice of IIG’s proprietary rights, including without limitation logos and copyright and trademark notices;

(b) Assign or transfer this Agreement or attempt to give an interest in or access to IIG’s Intellectual Property to any third party;

(c) Create new products or programs that are derived from IIG’s Intellectual Property; or

(d) Use any of IIG’s logos or the IIG name in any manner likely to cause confusion therewith in any portion of CLIENT’s own products, services, trade names or trademarks.

9.  CANCELLATION POLICY. IIG and CLIENT agree to the following cancellation terms:

(a)  If CLIENT cancels following signing this Agreement and scheduling session dates, CLIENT shall not be entitled to a refund of the $500 deposit;

(b)  If IIG cancels the program at any point, CLIENT shall be entitled to a pro-rata refund of advance payments made, being that portion of the advanced funds that represent future Services yet to be rendered; and

(c)  If anytime during the program CLIENT fails or refuses to reasonably cooperate with IIG, IIG has the right, in its discretion, to remove CLIENT from the program, without any reimbursement of payments. 

All cancellations shall be in writing (email sufficient). 

If CLIENT is given a refund, IIG for retain the amount of any credit card processing fees. 

10.  POST-ENGAGEMENT PUBLICITY.  CLIENT agrees that IIG may include CLIENT’s name, photos and/or logo in a list of clients IIG has coached on IIG’s web site and/or other marketing materials, without any compensation, all of which marketing materials shall be owned exclusively by IIG. If CLIENT provides a testimonial, CLIENT agrees that IIG may also use the testimonial in all its marketing efforts both online and in printed materials.

11.  INDEPENDENT CONTRACTORS. The Parties shall act solely as independent contractors, and nothing herein shall at any time be construed to create the relationship of employer and employee, partnership, principal and agent, or joint venture as between IIG and CLIENT. Neither Party shall have any right or authority to, nor shall either Party attempt to enter into any contract, commitment or agreement, or to incur any debt or liability of any nature, in the name, or on behalf, of the other Party.

12.  LIMITATION OF DAMAGES.  IIG WILL NOT BE LIABLE FOR ANY LOST PROFITS, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, AND REGARDLESS OF WHETHER IIG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR WHETHER SUCH DAMAGES ARE REASONABLY FORESEEABLE. NOR WILL IIG BE LIABLE FOR ANY CLAIMS ARISING FROM THIRD-PARTY CONTRACTORS PROVIDING PHOTOGRAPHY, HAIR AND MAKEUP SERVICES.

13.  DISCLAIMER OF WARRANTIES; MAXIMUM DAMAGES. IN NO EVENT WILL IIG BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY DAMAGES, ARISING FROM ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE MATERIALS; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; OR (e) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER IIG WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 

IN NO EVENT WILL THE AGGREGATE LIABILITY OF IIG ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO IIG UNDER THIS AGREEMENT.

14.  CONNECTIVITY. CLIENT acknowledges that IIG utilizes online platforms to administer its Services. IIG will at all times during the Term of this Agreement utilize its commercially reasonable best efforts to ensure access to the platform. However, CLIENT is responsible for ensuring that he/she has sufficient Internet access on CLIENT’s end. Internet connection fees and computer hardware costs are CLIENT’s responsibility. In the event any platform utilized by IIG ceases to be available, IIG will provide an alternative platform within a reasonable time thereafter. The unavailability of any specific platform shall not entitle CLIENT to a refund of, or discount on, any portion of the Fee. Without limiting the foregoing, CLIENT acknowledges and agrees that access to the platform may be affected by local market telecommunication network activity, capacity and compatibility with third-party communication equipment, Internet access software and browser. IIG hereby disclaims and CLIENT hereby waives any and all IIG responsibility for any service interruption in connection with local market telecommunication network activity, capacity and compatibility with third-party communication equipment, Internet access software and browsers.

15.  NOTICES. Any notice must be in writing and will be effective upon delivery personally or by courier or five (5) business days following deposit in the U.S. mail, postage prepaid, registered or certified, and addressed as set forth in the opening paragraph of this Agreement.

16.  WAIVER. No waiver of any term or condition of this Agreement will be construed as a waiver of any other term or condition, nor will any waiver of any default under this Agreement be construed as a waiver of any subsequent default.

17.  SURVIVAL OF PROVISIONS. CLIENT’s and IIG’s warranties and representations shall survive the termination of this Agreement.

18.  SEVERABILITY.  If any part of this Agreement, is found to be invalid or unenforceable, such determination shall not affect the validity or enforcement of any other provision this Agreement.

19.  ASSIGNMENT. This Agreement shall not be assigned by either Party voluntarily, involuntarily or by operation of law, unless the non-assigning Party consents in writing, and in advance. Notwithstanding the foregoing, this Agreement may be assigned to a Party’s affiliate entity or in the instance of a merger or sale of substantially all its assets.

20.  DISPUTE RESOLUTION; GOVERNING LAW; VENUE. THIS AGREEMENT AND THE LEGAL RELATIONSHIP BETWEEN THE PARTIES HERETO WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH MICHIGAN LAW. CLIENT AND IIG AGREE THAT IF A DISPUTE ARISES OUT OF THIS AGREEMENT THAT CANNOT BE RESOLVED BY MUTUAL CONSENT, CLIENT AND IIG AGREE TO ATTEMPT TO MEDIATE IN GOOD FAITH FOR A PERIOD OF 60 DAYS WITH A MUTUALLY ACCEPTABLE THIRD-PARTY MEDIATOR. IF THE DISPUTE IS NOT SO RESOLVED, AND IN THE EVENT OF LEGAL ACTION, THE MATTER MAY BE LITIGATED ONLY IN THE APPROPRIATE COURTS OF WAYNE COUNTY, MICHIGAN.

21.  ENTIRE AGREEMENT. This Agreement contains the entire understanding between CLIENT and IIG, and all prior or contemporaneous promises, representations, agreements, or understandings are expressly merged herein and superseded. This Agreement may not be modified, amended, or revoked except as set forth herein and in writing, signed by both CLIENT and IIG.

 

EXHIBIT A

IIG’s Services:

The CREDIBILITY Program - The VIP Edition

Monthly video coaching and social media program designed to help CLIENT:

• show his/her thought leadership on a daily basis.
• Move his/her career and/or business forward
• set CLIENT apart from the competition

Fee: 

CLIENT shall pay IIG the following fees:

3 month minimum commitment 

• One payment of $8,500.00 USD ($500.00 non-refundable deposit included)

If CLIENT does not terminate after the 3-month minimum, CLIENT understands and agrees that each payment will be automatically processed on the 1st of each month. 

• $1000/per month commitment resumes automatically after the 3 months are completed 
• A 14-day cancellation notice is required to discontinue the program.
• Due to the nature of the Program, fees are payable regardless of whether CLIENT completes / attends.
• CLIENT agrees to notify IIG no less than seventy-two (72) hours in advance of the scheduled calls/meetings if CLIENT needs to reschedule. IIG will attempt in good faith to reschedule the missed meeting; provided that, re-scheduling in excess of once per three (3) months will result in an administrative fee of Two Hundred Dollars ($200) per excessive rescheduled meeting, which will be processed via CLIENT’s credit card (or CLIENT may opt to view pertinent IIG videos for that session alone and without IIG personnel’s attendance for no additional cost).

Subject to Section 9 of the Agreement, the payments are non-waivable and non-reimbursable. 

Payment Method:

Payments will be charged to CLIENT’s credit card (VISA, MasterCard, Discover or American Express). Upon signing this Agreement, IIG will create a STRIPE subscription for CLIENT using the card used by CLIENT for the down payment. 

CLIENT hereby authorizes IIG to charge the provided credit card for all the amounts stated under the below payment schedule on the stated dates. CLIENT agrees that no further authorization is needed. If any scheduled credit charge is declined by the issuer, CLIENT shall tender alternative payment within forty-eight (48) hours following notice from IIG. If CLIENT fails to tender such alternative payment within the 48-hour period, CLIENT will be charged a Thirty-Five Dollar ($35.00) administrative fee / insufficient funds charge. 

CLIENT understands and agrees that as part of The Credibility Program he/she will receive email communications from Karyl Eckerle and IIG.

*Submission of this form states that CLIENT and IIG are in full agreement with the terms and conditions of this purchase and agreement.