Coaching Agreement:

Payment Terms

Hi there, I’m excited to work with you.

Welcome to Ki Coaching, a coaching service that will support you in achieving your professional goals and shaping a life of meaning.

The purpose of this agreement is to set forth the details about working together so that we both are clear as to what each of our respective roles are and how our communication will take place so that our time will be positive, productive, and comfortable.

Please read the information below carefully.

Whereas & Introduction Clauses

This Services Agreement (“Agreement”) is entered into by and between Ki Coaching, LLC (“Service Provider”) and the Client (“Client”) as named above and together with Service Provider, the (“Parties" and each a “Party”). All Parties legally agree to the following: 

WHEREAS, Service Provider has the capability and capacity to provide certain Coaching services; 

WHEREAS, Service Provider will begin upon the first scheduled date for coaching session, and the total payment for services will be securely paid online via Service Provider’s website. 

WHEREAS, Client desires to retain Service Provider to provide said services, and Service Provider is willing to perform such services under the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Service Provider and Client agree as follows:

Section 1: Services

Service Provider shall provide to Client the services (“Services”) as outlined in the specific Ki Coaching program, package, or engagement selected by Client through the online checkout page (“Schedule A”) provided via a unique offer link on Service Provider’s website. The terms, pricing, duration, and description of Services reflected in that Schedule A link are incorporated herein by reference and shall govern the scope of Services for this Agreement.  

The Schedule A may vary based on the specific program selected by Client at the time of purchase. Only the Services selected and paid for by Client as described in the applicable Schedule A shall be provided under this Agreement.

1.1 Coaching Services

Client shall receive only the services purchased by Client via the Service Provider’s website or otherwise confirmed in writing by Service Provider. The scope, duration, and fee of such services are outlined in the relevant Schedule A, which refers to the specific coaching package or engagement selected by Client through a unique online offer link provided by Service Provider.

Standard coaching services may include, but are not limited to:

- Career Clarity Coaching
- Resume & LinkedIn Coaching
- Interview Preparation
- Job Search Support
- Executive & Leadership Coaching

Each service package includes a specific number of sessions, resources, or deliverables as described in the online checkout page at the time of Client’s purchase. Client understands that pricing may vary based on the package selected and that no additional services are owed beyond those explicitly stated in the purchased Schedule A.

From time to time, Client and Service Provider may agree to a custom package. In such cases, the custom scope of services, pricing, and terms will be shared by Service Provider via a written proposal (typically by email) and payment shall be completed through the Service Provider’s website or an authorized payment method, which includes Zelle. Custom engagements are also governed by this Agreement and the specific proposal provided shall constitute Schedule A for that engagement.

1.2 Coaching Activities and/or Assignments

Services may involve brainstorming, values clarification, the completion of written assignments, education, goal-setting, identifying plans of action, accountability, making requests, agreements to change behavior, examining lifestyles, and questioning.

1.3 Communication

(a) Client may email Service Provider with questions related to Client's session(s) up to one week following the final session. Service Provider will make a reasonable attempt to respond to emails within 24 hours. Emails should be sent to Service Provider at [email protected].

(b) Client may text or call Service Provider for the purposes of notification of need to cancel or reschedule an appointment pursuant to Section 6.1 of this Agreement. Texts or phone calls for those purposes may be sent to 617-840-0098.

(c) Coaching is most effective when both parties are honest and straightforward in their communication.

(d) Coaching is a confidential relationship and the Service Provider agrees that information Coaching is a confidential relationship. The Service Provider agrees that all information shared by the Client during coaching sessions will be treated as confidential, in accordance with Section 4 of this Agreement, unless disclosure is otherwise required by law.

From time to time, sessions may be recorded or transcribed using an AI-powered note-taking tool (e.g., Zoom recording, AI notetaker), but only with the Client’s express verbal consent at the beginning of the session. Recordings are not stored permanently. They are retained temporarily within the Service Provider’s private Zoom account and a copy is emailed directly to the Client following the session. No recordings will be distributed or saved beyond this purpose.

By consenting to the use of the AI notetaker or session recording, the Client acknowledges and agrees to this limited use and storage, and may withdraw consent at any time.

1.4 Decision Making and Responsibility

The Client is the sole decision-maker in the coaching process. Client is solely responsible for creating and implementing his/her own physical, mental and emotional well-being, decisions, choices, actions and results arising out of or resulting from the coaching relationship and his/her coaching calls and interactions with the Service Provider. As such, the Client agrees that the Service Provider is not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of any services provided by the Service Provider. 

FOR ENGAGEMENTS INVOLVING RESUMES, COVER LETTERS AND/OR LINKEDIN PROFILES:

Service Provider is not responsible for errors in information or false information provided by Client or for errors discovered after Client has proofread his/her documents provided by Service Provider. 

Draft documents will be provided to Client via email for review within 3 business days after comprehensive interview and consultation along with provision of requested information, subject to acts of God, mechanical failure or other occurrences beyond the Service Provider's control. Service Provider warrants only that it will deliver completed and approved services and will provide Client with finalized documents in electronic file format as well as any other applicable documentation or services, based on information provided by Client.

1.5 Respect for Differing Values and Beliefs

Coaching assumes that each person in the relationship is guided by his/her/their values and beliefs. Service Provider respects the different values and beliefs of others. Service Provider does not seek to impose Service Provider's values on another, condemn, or refuse coaching services to people who do not share similar values and beliefs.

1.6 Deadline By Which Services Must Be Used

Career Clarity, and All Other Engagements that Include Resume, LinkedIn, and/or Interview Coaching, with the exception of All-Inclusive Engagements (listed below)
Pursuant to Section 5 of this Agreement, Client has up to 4 months from the Effective Date to use the Services covered by this Agreement.

All-Inclusive Engagements
Pursuant to Section 5 of this Agreement, Client has up to 6 months from the Effective Date to use the Services covered by this Agreement.

Custom Package Engagements
Pursuant to Section 5 of this Agreement, Client agrees to use the Services covered by this Agreement by the completion date agreed upon in the first session between Service Provider and Client, unless otherwise specified in writing by the Parties.

1.7 Date & Time of Sessions

Each Session shall commence on the date and at the time selected by the Client via the Service Provider’s scheduling platform. Session duration shall be as specified in Schedule A, and unless otherwise stated therein, shall end 60 minutes after the scheduled start time. Notwithstanding the foregoing, Session 1 shall be 75 minutes in duration unless otherwise indicated in Schedule A.

1.8 Coaching Session Method of Communication

The coaching session(s) covered by this agreement will be conducted either via phone or an online video meeting application of the Service Provider. Client will establish the session time and date with Service Provider, and it will be confirmed using Kajabi and Calendly. Calendar reminders for the session will be sent to Client via the confirmation and reminder emails sent by Calendly.

Section 2: Fees, Expenses, and Refunds

2.1 Fees

Client agrees to pay the total fee for Services as outlined in Schedule A, either in full or according to the installment plan selected at the time of purchase. All payments shall be made securely via Kimiko Ebata’s Ki Coaching payment platform. Services will not begin until (a) this Agreement has been signed and returned by the Client and (b) the first installment or full payment (as applicable) has been received.

 
2.2 Payment Schedule

For Clients opting to pay in installments, the payment schedule and amounts are outlined in Schedule A. Client agrees to make all installment payments on time and understands that failure to do so may result in paused services or termination of the Agreement at the discretion of the Service Provider, subject to Section 5.2. 

2.3 Withdrawals

If for some reason Client is not satisfied with Services and decides to withdraw for any reason whatsoever, Client will remain fully responsible for the full cost of the session, and no refund will be provided. The Client acknowledges that all fees are neither cancelable nor refundable.  

2.4 For Any Engagement Involving Resumes, Cover Letter, or LinkedIn profiles: 

Client agrees that any requests for additional revisions to be made to documents after the project has been finalized, additional charges will apply. 

2.5 Testimonials

In the event Client is pleased with Services, Client agrees to provide a written or video testimonial with a photo for use in Service Provider's marketing. If Client decides to do so, Client and Service Provider will work together to create a testimonial and/or case study.  Service Provider retains permission to include Client logo and testimonial in marketing materials (website, social media, sales presentations, case studies, online programs).

Section 3: Limited Warranty and Limitation of Liability

3.1 Service Provider warrants that it shall perform the Services:

(a) In accordance with the terms and subject to the conditions set out in the Statement of Work and this Agreement.

(b) Using personnel of commercially reasonable skill, experience and qualifications.

(c) In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.

Section 4: Confidentiality

From time to time during the Term of this Agreement, either Service Provider (as the “Disclosing Party”) may disclose or make available to the Client (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” is identified as confidential when disclosed, or which the Receiving Party should reasonably know to be confidential (“Confidential Information”); provided, however, that Confidential Information does not include any information that:

(a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this Section 4;

(b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information;

(c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or

(d) was or is independently developed by Receiving Party without using any Confidential Information.

The Receiving Party shall:

(x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care;

(y) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.

If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy.

Section 5: Term and Termination

5.1 This Agreement shall commence as of the Effective Date and shall continue in effect until the completion of the Services or until the applicable completion deadline based on the package selected by the Client, as outlined in Schedule A and below, unless sooner terminated or an alternate completion date is agreed upon in writing by both Parties pursuant to Section 5.2:

For Career Clarity and all other engagements that include Resume, LinkedIn, and/or Interview Coaching (excluding All-Inclusive Engagements), Services must be used within 4 months of the Effective Date.

For All-Inclusive Engagements, Services must be used within 6 months of the Effective Date.

For Custom Package Engagements, Services must be used by the completion date agreed upon during the first session, unless otherwise specified in writing by the Parties.

5.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party:

(a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 15 days after receipt of written notice of such breach.

(b) Becomes insolvent or admits its inability to pay its debts generally as they become due.

(c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing.

(d) Is dissolved or liquidated or takes any corporate action for such purpose.

(e) Makes a general assignment for the benefit of creditors.

(f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

Section 6: Session Cancellation Policy

6.1 Client agrees to provide at least 24 hours’ notice of need to cancel or reschedule or client will forfeit the session. Notice may be given by use of cancellation or rescheduling links issued via "Google Calendar."

6.2 If Service Provider reschedules or cancels a session, the session will not be forfeited. Service Provider will make every effort to communicate any schedule changes at least 24 hours in advance before scheduled session. 

In the event Service Provider fails to give 24 hours’ notice to Client, the Service Provider will provide a complimentary 30-minute session in addition to the other remaining sessions in the package covered by this Agreement.

Section 7: Definition of Coaching

7.1 Client understands coaching is not therapy. Client acknowledges that coaching does not involve the diagnosis or treatment of mental disorders as defined by the American Psychiatric Association and that coaching is not to be used as a substitute for counseling, psychotherapy, psychoanalysis, mental health care, substance abuse treatment, or other professional advice by legal, medical or other qualified professionals and that it is the Client’s exclusive responsibility to seek such independent professional guidance as needed. If Client is currently under the care of a mental health professional, it is recommended that the Client promptly inform the mental health care provider of the nature and extent of the coaching relationship agreed upon by the Client and the Service Provider. 

7.2 Coaching is for people who are basically well adjusted, emotionally healthy, functioning fairly effectively, and wanting to make improvements in their lives.

7.3 Coaching is designed to address issues the person being coached would like to consider. These could include (but are not limited to) personal foundation, career development, relationship enhancement, spiritual growth, healthy lifestyle management, life balance, decision-making, and achieving short-term or long-term goals.

7.4 Coaching is most effective when both parties are honest and straightforward in their communication. Coaching services may involve brainstorming, values clarification, the completion of written assignments, education, goal-setting, identifying plans of action, accountability, making requests, agreements to change behavior, examining lifestyles, and questioning.

The Client agrees to communicate honestly, be open to feedback and assistance and to create the time and energy to participate fully in the program.  

7.5 Service Provider has done its best to ensure that the information and resources provided to Client are accurate and provide valuable information. Regardless of anything to the contrary, nothing provided or said should be understood as a recommendation that you should not consult with a medical or health professional, financial advisor, legal counsel, or other professional service provider to address your particular information. The Service Provider expressly recommends that you seek advice from an appropriate professional for those types of services.

7.6 Neither the Service Provider nor any of its employees or owners shall be held liable or responsible for any errors or omissions in Services or for any damage you may suffer as a result of failing to seek competent advice from a medical or health, financial, or legal professional who is familiar with your situation.

Section 8: Values and Beliefs
 

Coaching assumes that each person in the relationship is guided by his or her values and beliefs. Service Provider respects the different values and beliefs of others. Service Provider does not seek to impose values on another, condemn, or refuse coaching services to people who do not share similar values and beliefs.

Section 9: Limitation of Liability

IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

Section 10: Entire Agreement

This Agreement, including and together with the attached Statement of Work constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

Section 11: Severability

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Section 12: Amendments

No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party.

Section 13: Waiver

No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 14: Assignment

Client shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Service Provider. Any purported assignment or delegation in violation of this Section 14 shall be null and void. No assignment or delegation shall relieve the Client of any of its obligations under this Agreement.

Section 15: Relationship of Parties

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

Section 16: No Third Party Beneficiaries

This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 17: Choice of Forum

Each Party irrevocably and unconditionally agrees that any dispute arising under or related to this Agreement shall be resolved exclusively through arbitration under the rules of the American Arbitration Association. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such arbitration and agrees to bring any such dispute only in such forum. Each Party agrees that a final judgment by such arbitration is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Section 18: Counterparts

This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

Section 19: Force Majeure

The Service Provider shall not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Service Provider including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 15 days, Client shall be entitled to give notice in writing to Service Provider to terminate this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date by their respective duly authorized officers.

Ki Coaching, LLC

Service Provider Ki Coaching, LLC by: