COACHING AGREEMENT

This Coaching Agreement ("Agreement") is effective on the date of purchase (the "Effective Date"). It is an Agreement by and between Giselle Ugarte & Team | Made For This LLC (the "Coach") and the individual/group Client  (the "Client") through which the purchase was made and the Coach agrees to provide the Client with Coaching Services defined below, but only upon the terms set forth below and also subject to the conditions set forth below.

WHEREAS, Coaching is a partnership (defined as an alliance, not a legal business partnership) between coaches and clients and it takes place through a thought- provoking, creative process intended to inspire clients to maximize their own personal and professional potential;

WHEREAS, Coaching focuses on helping clients to develop their own awareness, thinking, and abilities and can help clients identify and achieve their goals. It is designed to facilitate the identification of personal, professional, or business goals and develop an action plan that the client executes on; and

WHEREAS, in coaching conversations, the Coach will be direct and honest and, to get the most possible out of the process, the Client should approach the process in the same way. More than any other factor, the success of the Coaching engagement (which is not certain) depends upon the Client's investment, commitment, and openness to the process.

NOW THEREFORE, the parties to this Agreement intend to be legally bound by the following terms and limitations:

1. Coaching Services. Coaching Services hereunder will take the form of one-on-one sessions, group sessions, online courses, in-person seminars, webinars, or other formats (individually each a "Session") provided by the Coach to the Client to assist the Client in achieving the topics/results/outcomes/goals collaboratively agreed to between the Client and the Coach (collectively, any Session and other services provided by the Coach hereunder are referred to herein collectively as "Coaching" or "Coaching Services").
   
   

2. Client-Coach Relationship. The Client acknowledges and understands that in order to enhance the coaching relationship, the Client must communicate honestly, be open to feedback and assistance, and create the time and energy to participate fully in the coaching process. Accordingly, the Client agrees to cooperate with the Coach in identifying the desired topics/results/outcomes/goals the Client desires to achieve through Coaching, and to participate fully in each Session. If the Client believes that coaching is not working as desired, the Client agrees to communicate promptly to the Coach.
   
   The Client acknowledges and understands that Coaching is a process that may involve multiple areas of their life. The Client agrees that deciding how to handle various personal matters and how or whether to incorporate information and personal strategies relating to those matters into Coaching is exclusively the Client's responsibility and choice.
   
   Nothing contained in this Agreement will constitute or be construed to create a partnership or joint venture between the Coach and the Client.
   
   The parties understand and agree that this Agreement does not make either of them an agent or legal representative of the other for any purpose. The parties expressly acknowledge that the Coach is an independent contractor with respect to the Client in all respects, including with respect to the provision of the Coaching Services.
   
   The Client understands and agrees that the Coach may provide coaching services of a nature similar to the Coaching Services contracted for herein to any other person. There is no obligation for the Coach to provide Coaching Services to the Client on an exclusive basis.
    

3. Schedule and Fees. Client agrees for individual and/or group to arrive on time to each appointment and understands that not doing so may result in shorter or incomplete sessions. Payment is due in full upon start time.
    

4. Term and Termination of Services. This Agreement will begin on the Effective Date and shall continue until terminated. Either the Client or the Coach may terminate this Agreement at any time. The Client agrees to compensate the Coach for all Coaching Services rendered through and including the effective date of termination of this Agreement.

   LIVE Event purchases are NON-REFUNDABLE and are only transferable up to four hours prior to the event.

   Online Group Courses and Programs (excluding Private Clients) will honor full refunds no later than following the first coaching session.
    

1. Services Rendered as a Work-For-Hire. All materials, software, data, inventions, works of authorship, documentation, and other innovations of any kind, which the Coach may design, conceive, develop or reduce to practice, in the course of performing the Coaching Services or as a result of such Coaching Services, whether or not eligible for copyright, trademark, trade secret or other legal protection, as between the Coach and the Client, will be solely owned by the Coach.
   
   

2. Confidentiality. The Client acknowledges and understands that the Coach-Client relationship is not considered a legally confidential relationship (like the medical and legal professions) and thus communications are not subject to the protection of any legally recognized privilege. The Coach agrees not to disclose any information pertaining to the Client intentionally without the Client's written consent. The Coach will not disclose the Client's name as a reference without the Client's consent. The Coach will take reasonable steps to protect the privacy and confidentiality of Confidential Information of the Clients. Confidential Information does not include information that: (a) was in the Coach's possession prior to its being furnished by the Client; (b) is generally known to the public or in the Client's industry; (c) is obtained by the Coach from a third party, without breach of any obligation to the Client; (d) is independently developed by the Coach without use of or reference to the Client's otherwise Confidential Information; (e) the Coach is required by statute, lawfully-issued subpoena, or by court order to disclose; (f) is disclosed to the Coach and as a result of such disclosure the Coach reasonably believes there to be an imminent or likely risk of danger or harm to the Client or others; and (g) involves information relating to illegal activity. The Client also acknowledges his or her continuing obligation to raise any confidentiality questions or concerns with the Coach in a timely manner.
   
   

3. Limitations of Liability and Disclaimer. Coaching is in no way to be construed or substituted as psychological counseling or any other type of therapy or medical advice. The Client acknowledges that the Coach is not a doctor, psychologist, therapist, or a medical professional of any kind, and the Client should not rely on the Coach or anyone else associated with the Coach to provide the kinds of support that those professionals are trained to provide. The Client acknowledges that the Coach is not trained to recognize or diagnose health issues, whether physical or mental, does not provide those services, and that coaching is not a substitute for those services.
   
   Coaching is also not to be construed or substituted for the services of legal or accounting professionals. The Client acknowledges that the Coach is not a lawyer, accountant, business consultant, and the Client should not rely on the Coach or anyone else associated with the Coach to provide the kinds of support that those professionals are trained to provide.
   
   The Client acknowledges that the Coach is not trained to identify or provide guidance on legal or financial issues, the Coach does not provide those services, and your coaching is not a substitute for those services. Neither the Coach, nor their assigns, sponsors, speakers, partners, contractors, professionals, employees, or any of their affiliates will be liable for any direct, indirect, consequential, special, exemplary or other damages to the Client or the Client's business, including but not limited to any economic loss, that may result from participation in Coaching Services or from the use of, or the inability to use, the materials, information, or strategies communicated through the Coaching Services or any products or services provided pursuant to the Coaching Services, even if advised of the possibility of such damages. Under no circumstances, including but not limited to negligence, will the Coach, or any of the parties listed above in this paragraph, be liable for any special or consequential damages that result from the Client's participation in Coaching Services.
   
   The Client understands and assumes all risks associated with all of the Clients' own life decisions, and all of the Client's own business decisions. The Coach disclaims all liability for the Client's decisions and, by signing below, the Client accepts and assumes all liability for the results of the Client's personal and business decisions regardless of whether or not such decisions were discussed in the course of Coaching Services.
   
   The Client understands that the Client alone is responsible and accountable for the Client's decisions, actions and results in life, and by Client's participation in Coaching Services, the Client agrees not to hold the Coach liable for any decisions, actions or results that the Client makes or experiences in business or in life due to the Client's participation in Coaching Services at any time, under any circumstance.
   
   The Client acknowledges that the Coach cannot guarantee any specific outcome(s) from coaching efforts and/or recommendations. Results are not guaranteed. All of the Coach's communications to the Client are expressions of non-expert opinion only. The Client acknowledges that the Coach cannot make any guarantees other than to deliver the Coaching Services purchased to the best of the Coach's ability.
    

4. Entire Agreement. This Agreement reflects the entire agreement between the Coach and the Client, and reflects a complete understanding of the parties with respect to the subject matter. This Agreement supersedes all prior written and oral representations. The Agreement may not be amended, altered, or supplemented except in writing signed by both the Coach and the Client.
   
   

5. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If the Court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
   
   

6. Waiver. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
   
   

7. Non-Disparagement. The Client agrees to refrain from making any disparaging statements about the Coach or the Services that negatively affects the Coach's business, services, products or reputation. Notwithstanding the foregoing, nothing In this Agreement shall preclude the Client from making truthful statements that are either required by applicable law, regulation or legal process; or for the purpose of communicating a testimonial/review of the Coach's goods and/or services.
   
   

8. Intellectual Property. The Client agrees to refrain from sharing or repurposing course materials (including lectures, worksheets, videos, notes and ideas) without permission and properly citing Giselle Ugarte and Action-Forward Coaching.
   
   

9. Applicable Law. This Agreement shall be governed and construed in accordance with the laws of the State of Minnesota, without giving effect to any conflicts of law provisions.

RELEASE AGREEMENT 

I agree as follows: I consent to the use of my name, voice, image, likeness, in, on, or in connection with any audio, photo, video or testimonial, without limitation, produced by or for the benefit or promotional purposes of Made For This, LLC (Referred to as the "Work" for purposes of this agreement).

I acknowledge and agree that the Work belongs to and shall be the sole and exclusive property of Made For This, LLC. I waive any right to inspect, examine or approve the content of Made For This, LLC. I hereby release, discharge, and agree to hold harmless Made For This, LLC and its clients, legal representatives and assigns, all persons acting under its authority, and those for whom it is acting, from all claims, causes of action, and liability of any kind, now known or unknown, in law or in equity, based upon or arising out of this agreement including, without limitation, claims of libel, slander, invasion of privacy, right of publicity, defamation, trademark infringement, and copyright infringement. I further affirm that the authorizations and rights granted hereunder do not conflict with or violate the rights of any third party.

I have read the above authorization, release, and agreement, prior to its execution; I fully understand the contents thereof. This agreement will be binding upon my heirs, successors, representatives, and assigns. By engaging in Coaching Services, the Client agrees to the above terms and limitations.

By purchasing a product, service, or package, I agree to the terms and deliverables of this proposal.