This Participant Agreement (“Agreement”) governs the relationship between any participant or user of Hodges Coaching Services (“Client”) and Hodges Coaching LLC, located at 3200 Eagle Park Drive NE, Suite 108, Grand Rapids, MI 49525 in the County of Kent (referred to as “Hodges Coaching” from this point forward). By attending and/or participating in any Hodges Coaching Servies, Client is hereby accepting and agreeing to this Agreement.
The Client desires to receive services from Hodges Coaching, and Hodges Coaching desires to provide services to Client, for the provision of services in accordance with the terms and conditions contained in this Agreement. For valid consideration received, the parties agree as follows:
1. Hodges Coaching Services.
1.1 Hodges Coaching is in the business of providing various consulting, coaching, training, education, content, and products (“Services”), whereby Client receives Services in exchange for a Fee. Services and Fees are defined at checkout and pursuant to Hodges Coaching’s Terms of Service (the “Terms”), or, pursuant to an attending Master Services Agreement and relevant Order Form (collectively referred to as the “MSA”). Services typically include Client’s participation in coaching or training sessions, workshops, or other educational services (each individual meeting, session, or workshop called a “Session”) moderated by a Hodges Coaching professional (“Coach”). The Services commence when the Client selects the relevant Services and completes the checkout process, acknowledging the Terms, or, on a set date according to an attending MSA, whichever is applicable. The Services continue for the period prescribed in the checkout and Terms or MSA.
2. Coach-Client Relationship; Client Conduct.
2.1 Coach agrees to maintain the ethics and standards of behavior established by the International Coach Federation “(ICF)”. www.coachfederation.org/ethics. It is recommended that the Client review the ICF Code of Ethics and the applicable standards of behavior.
2.2 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 Coach. As such, the Client agrees that the Coach 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 Coach. Client understands participation in any Session is not therapy and does not substitute for therapy if needed, and does not prevent, cure, or treat any mental disorder or medical disease.
2.3 Client acknowledges that participation in any Session is a comprehensive process that may involve different areas of his/her life, including work, finances, health, relationships, education and recreation.
2.4 The Client agrees that deciding how to handle these issues, incorporate any learned principles into those areas and implementing choices is exclusively the Client’s responsibility.
2.5 Client acknowledges that if he or she is involved in any Session containing any other participants, that Session may involve disclosure of personal and/or private information by Client or other participants at the Session. By participating in that Session, Client agrees to hold all discussions, information, personal data, etc., disclosed within the Session in confidence; and that all such disclosures are not to be discussed or repeated outside of the session with anyone, whether in writing or orally, including with or to other participants in that Session.
2.6 Client acknowledges that if he or she is bound by confidentiality as it pertains to his or her employment, that he or she is responsible for the information he/she shares and he/she is to conduct him/herself accordingly. Client acknowledges that Hodges Coaching cannot and will not be liable for any third-party breach of confidentiality that may occur during the Session, and that by participating, Client acknowledges and agrees that Client is solely responsible for maintaining the appropriate confidentiality required by their employer.
2.7 Client acknowledges that participating in a Session does not involve the diagnosis or treatment of mental disorders as defined by the American Psychiatric Association and that participation in a Session 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 participation in the activities under this Agreement.
2.8 The Client understands that in order to gain the most benefit from the Services provided, the Client agrees to participate in Sessions, communicate honestly, be open to feedback and assistance, be responsive and cooperative, and to create the time and energy to participate fully in the Sessions.
3. Duties of Clients. By agreeing to this Agreement, Client is making a commitment to participate in the Sessions, to the extent possible. Results, outcomes, or earnings are, however, dependent upon Client participation and implementation. Therefore, Client agrees faithfully and diligently to abide by Hodges Coaching’s Terms with regard to proper behavior, punctuality, and attendance. Furthermore, Client agrees to abide by Hodges Coaching’s cancellation policy and perform the following in accordance with the terms of service of this Agreement:
3.1 Punctuality. Client shall arrive at the specified Session time, promptly. Failure to arrive prepared may result in Client participating in a shortened Session. If Client has not arrived within 15 minutes of the start of the Session, Hodges Coaching or the Coach is entitled to cancel the Session, or in the event of a group-based or workshop Session, conduct the Session on time and without the Client’s presence. If Client anticipates tardiness to a Session, Client should inform the Coach as soon as possible.
3.2 Cancellation. Client is required to give a minimum of 24-hour notice to the Coach if the Client cannot attend the scheduled Session. If less than 24-hour notice is given, the Coach is not required to reschedule the Session and no portion of the Fee will be refunded. If at least 24-hour notice is given for Client’s cancellation, Client may reschedule with the Coach. Rescheduling with a Coach is contingent upon the Coach’s availability. Notwithstanding the foregoing, group-based or workshop Sessions will not be rescheduled, nor any related Fees refunded, in the event of Client’s absence.
4. Limits on Hodges Coaching Liability. Hodges Coaching will provide the necessary materials for any given Session. The success or usefulness of any given Session is solely dependent upon the Client’s engagement in the Session and provided action steps, if applicable. Hodges Coaching is not responsible for any implementation of any plan or strategy; this is the sole responsibility of the Client. Any results, outcomes, or earnings provided by Hodges Coaching are estimates of possibilities for the Client. Hodges Coaching is not guaranteeing, nor should Client rely on any specific prior successes, past results, as these are not an indication of future success or results. Hodges Coaching specifically DOES NOT EXPRESSLY WARRANT ANY SERVICES IN ANY WAY, NOR IMPLY ANY WARRANTY FOR THE SERVICES. In no event shall the Hodges Coaching be liable to the Client for any indirect, consequential or special damages. Notwithstanding any damages that the Client may incur, Hodges Coaching’s entire liability under this Agreement, and the Client’s exclusive remedy, shall be limited to the amount actually paid by the Client to Hodges Coaching under this Agreement for Services rendered during the last 6 months before termination.
5. Payment. Fees shall be paid according to the checkout and Terms, or, the MSA, as applicable. Further, Hodges Coaching may choose to discontinue all Sessions until payment is up to date.
6. Proprietary Rights and Confidentiality.
6.1 Work. All inventions, discoveries, improvements, developments, concepts, trade secrets, original works of authorship, coaching notes, formulas, work products, drawings, know-how, designs, algorithms, computer programs, (including, but not limited to, source code, object code routines, macros, etc.), databases, strategies, processes, procedures, methodologies, and techniques, and all documentation relating to the foregoing, whether or not patentable or registrable under copyright or similar laws, which Hodges Coaching, alone or jointly, while operating on Client’s behalf, creates, conceives, develops, reduces to practice, or causes another to create, conceive, develop, or reduce to practice will collectively and individually be referred to as the “Work.”
a. Hodges Coaching’s Use of the Work. Hodges Coaching shall have the unrestricted right to use, display, publish, perform, record, copy, broadcast, transmit, distribute, augment, subtract from, modify, distort, translate, transfer, combine with other information or materials, create derivative works based on, sell, or otherwise exploit for any purpose, the Work and any portion thereof, in any manner or media throughout the world, as Hodges Coaching may in its sole discretion determine.
b. Client’s Use of Work. Hodges Coaching grants a license for Client to use the Work, internally during the course of this Agreement and only for the purposes for which Client sought Hodges Coaching Services. Client is not now, nor at any time in the future authorized to use the Work for commercial purposes or outside of Client’s own operations. Client shall not at any time without Hodges Coaching’s prior written consent, except as required in the performance of this Agreement: reproduce, display, publish, perform, record, broadcast, transmit, distribute, modify, translate, combine with other information or materials, create derivative works based on, exploit commercially, disclose, or otherwise use the Work, in any manner or medium whatsoever.
c. Further Documentation. Upon Hodges Coaching’s request, Client shall, at Hodges Coaching’s expense, promptly execute and deliver to Hodges Coaching any and all necessary documentation, including, but not limited to, assignments, declarations for patent applications, copyright registrations, or such other documents as are necessary to effectuate the purposes of this Agreement and to vest in Hodges Coaching ownership of all Work. Client hereby irrevocably appoints Hodges Coaching as Client’s attorney-in-fact with full power to execute, acknowledge, deliver and record any and all such documents Client fails to execute within 5 business days after Hodges Coaching’s request therefor. This appointment shall be a power coupled with an interest and is irrevocable.
6.2 Confidentiality. The Client recognizes that he or she shall come into possession of proprietary information, technical data, trade secrets, know-how, research, product plans, products, services, works of original authorship, photographs, negatives, digital images, software, computer programs, ideas, research, developments, inventions (whether or not patentable), processes, formulas, technology, designs, drawings, engineering, hardware configuration information, forecasts, strategies, marketing, finances or other business information, any of which might comprise valuable trade secrets and other confidential information (“Confidential Information”) which is exclusively owned by Hodges Coaching. The Client expressly recognizes that Confidential Information is being conveyed to him or her under conditions of confidentiality and agree that he or she shall not disclose Confidential Information, as disclosure of such would cause irreparable harm to the conveying party. Client acknowledges and agrees that the Confidential Information protected by this Agreement is of a special, unique, unusual, extraordinary and intellectual character to Hodges Coaching, such that money damages would be difficult to ascertain and would also not be sufficient to avoid or compensate for the unauthorized use or disclosure of the Confidential Information; and that specific performance, injunctive relief, and other equitable relief would be appropriate to prevent any actual or threatened use or disclosure of the Proprietary Information or breach of the covenants herein. The remedies stated above may be pursued in addition to any other remedies available at law or in equity for breach of this Agreement.
a. Return of Confidential Information. Hodges Coaching may elect at any time to terminate further access to its Confidential Information. Upon request, the Client shall return to the disclosing party all Confidential Information, or if directed by Hodges Coaching, Client shall destroy all of the Hodges Coaching’s property and tangible embodiments of the Confidential Information (in every form and medium), permanently erase all electronic files containing or summarizing any Confidential Information, and certify to the Hodges Coaching, in writing, that Client has fully complied with the foregoing obligations.
7. Termination. If an attendant MSA is governing Client’s access to Services, that MSA will dictate termination provisions, and client must consult with his or her sponsoring company to determine termination. If Client has access to these Services after selecting specific Services, checking out and acknowledging the Terms, the Terms will dictate the termination provisions.
8.1 Assignment. Neither party may assign the rights or obligations under this Agreement.
8.2 Compliance with Laws. Both parties shall comply with all applicable international, national, and local laws and regulations.
8.3 Waiver. No act or forbearance by either party shall be construed as a waiver of any right or obligation under this Agreement.
8.4 Survival. This provision, as well as the provisions of Sections 4 and 6 shall survive the termination of this Agreement indefinitely.