Online Appointment Service Agreement

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This Coaching Services Agreement is between Charles Smith Leadership Coaching, LLC (referred to as Coach), a California limited liability company and you (referred to as Client) once you book a session on through the online booking system. Coach and Client are each a "Party" and together the "Parties."

1. Services

1.1 Scope. Coach will provide non-clinical professional coaching services as described in the service description at the time of booking

1.2 No Therapy or Legal Advice. Services are not medical, mental health, therapy, counseling, legal, financial, or tax advice. Coach does not diagnose, treat, or provide clinical care.

1.3 No Guarantees. Client acknowledges results depend on Client’s participation; Coach does not guarantee employment outcomes, promotions, compensation changes, performance results, or business outcomes.

2. Individual Sessions

2.1 This agreement is for the individual session that Client books via the online booking system. 

3. Fees; Payment; Refunds

3.1 Fees. Fees are shown at time of booking, and are due in advance unless otherwise stated.

3.2 Refunds Before Start. Client may cancel and receive a full refund up to 48 hours before the scheduled session.

3.3 No Refunds After Start. After the 48-hour window closes, payments are non-refundable except as required by law or due to Coach’s uncured failure to provide Services.

3.4 Chargebacks. Client agrees not to initiate chargebacks without first providing written notice and a 15-day cure period.

4. Scheduling; Cancellations; Rescheduling

4.1 Coaching Session Lengths are shown at time of booking.

4.2 Rescheduling. Sessions may be rescheduled with at least 48 hours’ notice. Sessions canceled with less notice may be forfeited and charged in full.

4.3 Late Arrivals. Sessions end at the originally scheduled time.

4.4 Coach rescheduling – In the even that the Coach needs to reschedule the appointment, Coach will email the Client to determine an alternate time that will work for the Client.

5. Client Responsibilities

5.1 Client must be 18 years of age or older

5.2 Engagement. Client agrees to participate actively, provide accurate information, and complete agreed actions between sessions.

5.3 Corporate Clients. If Client is an organization, Client will ensure participants comply with scheduling, technology, and communication requirements and provide necessary access and support.

6. Confidentiality; Corporate Reporting

6.1 Confidentiality. Coach will maintain confidentiality except: (a) with Client’s written consent; (b) if disclosure is required by law or court order or to prevent imminent harm; or (c) to administrative personnel bound by confidentiality on a need-to-know basis.

6.2 Corporate Reporting. For corporate-sponsored programs, Coach may provide non-identifiable, aggregated summaries of participation and themes (e.g., strengths, leadership themes). Individual session content remains confidential absent written consent by the participant.

6.3 Recording. Sessions are not recorded unless all parties consent in writing.

7. Privacy and Data Protection

7.1 Data Security. Coach uses commercially reasonable administrative, technical, and physical safeguards appropriate to the size and nature of the business.

7.2 Personal Data. Coach collects only the minimum personal information necessary to deliver the Services, does not sell personal information, and shares it only with service providers under confidentiality.

7.3 No PHI. Client agrees not to share Protected Health Information (PHI). Coach is not a HIPAA-covered entity.

7.4 Communications. Client acknowledges inherent risks of email, messaging apps, and video platforms and consents to their use for program communications.

8. Intellectual Property

8.1 Coach Materials. All materials provided by Coach (including frameworks, slides, worksheets, tools, and recordings) are owned by Coach.

8.2 License. Coach grants Client a non-exclusive, non-transferable license to use Coach Materials for personal or internal business use only.

8.3 Restrictions. Client may not copy, distribute, teach, sell, or adapt Coach Materials for commercial use, training others, or public sharing without prior written permission. 

8.4 Artificial Intelligence (AI) cannot be used to recreate Intellectual Property of Coach

8.5 Client Materials. Client retains ownership of its own materials and grants Coach a limited license to use them solely to deliver the Services.

9. Warranties; Disclaimers; Limitation of Liability

9.1 Mutual Authority. Each Party has the authority to enter into this Agreement.

9.2 Disclaimer. Except as expressly stated, Services and materials are provided ‘as is’ without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, or non-infringement.

9.3 Limitation. To the maximum extent permitted by law, Coach’s total liability will not exceed the fees paid by Client in the three (3) months preceding the event giving rise to liability; neither Party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages.

10. Termination

10.1 Convenience. Either Party may terminate before the 48 hour point for online appointments

10.2 For Cause. Either Party may terminate for material breach not cured within ten (10) days of written notice.

10.3 Effect. Upon termination, all accrued fees become due. Sections 6–9 and 11–12 survive termination.

11. Dispute Resolution; Arbitration; Governing Law

11.1 Good-Faith Resolution. The Parties will first attempt to resolve disputes through good-faith discussions.

11.2 Mediation (Optional). If unresolved after fifteen (15) days, the Parties will participate in non-binding mediation in [Solano County, CA].

11.3 Binding Arbitration. Any dispute not resolved by mediation within thirty (30) days will be finally resolved by confidential, binding arbitration in [Solano County, CA] administered by JAMS under its applicable rules. Judgment on the award may be entered in any court of competent jurisdiction. Each Party bears its own fees and costs unless the arbitrator allocates otherwise.

11.4 Governing Law; Venue. This Agreement is governed by the laws of the State of California, without regard to conflicts principles. Subject to arbitration, exclusive venue lies in the state or federal courts located in [Solano County, CA].

12. Miscellaneous

12.1 Independent Contractor. Coach is an independent contractor; nothing creates a partnership, joint venture, or employment relationship.

12.2 Publicity (Optional). With Client’s consent, Coach may identify Client as a client using Client’s approved name/logo, subject to brand guidelines.

12.3 Force Majeure. Neither Party is liable for delays or failures due to causes beyond reasonable control.

12.4 Notices. Notices must be in writing and sent by email to: Coach: info@csmithleadercoach.com; Client: At email provided during booking

12.5 Assignment. Neither Party may assign this Agreement without the other’s consent, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets.

12.6 Entire Agreement; Amendments. This Agreement (including exhibits) is the entire agreement and supersedes prior discussions. Any amendment or waiver must be in writing and signed by both Parties.

12.7 Severability; Counterparts; E-Signatures. If any provision is invalid, the remainder remains enforceable. This Agreement may be executed in counterparts and by electronic signature, each deemed original.