Date: 12/16/22
Client Information
Name: Trey Thornhill
Address: 817 Terranova Rd.Winter Haven, FL 33884
Phone Number: (863) 514-0768
Email: George.thornhill@warner.com
COACHING AGREEMENT
Full access to Grateful&FitNOW and 7 Levels of Freedom
Time Frame = 4 months
$6,500 total, $4,500 down payment, $500/month for 4 Months
This Coaching* Agreement is entered into on the date above by Tip of the Sword, an Arizona limited liability company, with Jeff Spikes as its principal agent and principal offices located at 5761 W Shaw Butte, Glendale, AZ 85304 ("Tip of the Sword"), and the above-named individual ("Client").
*Description of Coaching:
Coaching is a partnership (defined as an alliance, not a legal business partnership) between the Coach and the Client in a thought-provoking and creative process that inspires the client to maximize personal and professional potential. It is designed to facilitate the development of personal, professional, and/or business goals and to develop and carry out a plan for achieving those goals.
A. WHEREAS, Client desires to receive certain coaching services and knowledge from Tip of the Sword as a result of Tip of the Sword’s industry knowledge, training, experience, wherewithal, connections, and coaching record.
B. WHEREAS, Tip of the Sword, as a result of Tip of the Sword’s particular expertise, education, skill, success, knowledge, and experience, has developed a particular methodology and coaching system to support individuals to reach their personal, professional, relational, and/or business goals.
C. WHEREAS, Tip of the Sword provides various services associated with physical, mental, and emotional health, success, and wellbeing. Tip of the Sword crafts a tailored and specialized coaching program to meet the Client’s individual needs. Tip of the Sword’sClient NameClient AddressClient Phone numberClient EmailDateProductFeeknowledge and skill have been acquired over the years and the methodologies and coaching protocols incorporated by Tip of the Sword for Tip of the Sword’s clients allow clients the greatest opportunity to achieve their personal, professional, relational, and/or business goals
D. WHEREAS, Tip of the Sword’s, for valuable consideration and compensation, provides the coaching, services, and protocols to the Client. The Client, in turn, benefits from learning from a leader in coaching services.
E. WHEREAS, Client recognizes the benefits derived from receiving information from Tip of the Sword and desires to enter into this Coaching Agreement subject to the conditions prescribed herein. Tip of the Sword will be compensated for coaching and training by the Client pursuant to the terms set forth in this Agreement.
Therefore, Tip of the Sword and Client, hereinafter collectively referred to as the Parties, agree as follows:
ARTICLE 1.
SERVICES PROVIDED AND TERMS OF SERVICE
Upon signing this agreement, Client will be assigned a Tip of the Sword Coach (“Coach”). The following are services provided by the Coach to the Client in exchange for the payment and compensation to Tip of the Sword listed below.
1.1 Fitness and Nutrition Coaching.
Coach will create, design, and forward to Client a comprehensive diet, nutrition, and training protocol for Client to follow in accordance with the Tip of the Sword Grateful&FitNOW program. The purpose of this protocol is to tailor the specific needs of Client in helping Client reach their fitness, aesthetic, and nutrition goals. It is incumbent on the Client to follow the details, recommendations, instructions, and protocols Coach creates for Client for Client to achieve fitness and aesthetic results. See Tip of the Sword Satisfaction Guarantee in section 1.4.
1.2 Mental and Emotional Coaching.
Tip of the Sword uses Gallop Strengths Assessment, along with other assessments, to discover the Client’s unique strengths and personality to create, design, and forward to Client a comprehensive coaching/consulting plan. Coach will use the results of said assessments to help the Client on their road to deep self- discovery to help them set goals and create a plan to achieve them. Coach uses Neuro-Linguistic Programming (NLP) to help Client discover and work through unconscious blocks in order to reach their goals, achieve success, communicate more effectively, and change their internal dialogue. It is incumbent on the Client to follow the details, recommendations, instructions, and protocols Coach creates for Client for Client to achieve their mental and emotional goals. See Tip of the Sword Satisfaction Guarantee in section 1.4.
1.3 Relational Coaching.
Coach helps the Client discover the Client’s values and examine how they show up in their relationships with themselves, their community, their health, their work, and any other elements of their environment. Relational Coaching is an integral part of the overall coaching strategy. It is incumbent on the Client to follow the details, recommendations, instructions, and protocols Coach creates for Client for Client to achieve their relational goals. See Tip of the Sword Satisfaction Guarantee in section 1.4.
1.4 Tip of the Sword Satisfaction Guarantee.
Client is solely responsible for creating and implementing his/her/their own physical, mental, and emotional well-being, decisions, choices, actions, and results arising out of or resulting from the coaching relationship and his/her/their 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 coaching is not therapy and does not substitute for therapy if needed, and does not prevent, cure, or treat any mental disorder or medical disease. Client's results will be dependent on Client's focus, willingness to work hard, and other variables which are outside of Tip of the Sword’s control. Such external variables include but may not be limited to potential injuries, already existing shape and fitness, and health conditions. Much of the results, however, will be based on the Client following the plan prescribed by Coach. Our 100% Satisfaction Guarantee on this 52-week contract is this. If Client is 90% compliant to our weekly check-in process, which means specifically that the client turns in 46 out of 52 weekly check-ins, with a compliance score of 90% or better, and still fails to get the reasonably expected results, Client can ask for a 100% refund at the end of 52 weeks. In that case, Tip of the Sword will use our software which documents and keeps track of compliance to determine if a client had a 90% compliance score throughout the program. If so, no questions will be asked and the Client will be refunded in full.
1.5 Confidentiality of Agreement.
Subject to the terms and conditions contained in this Agreement, Client will, at all times, maintain the strictest confidentiality of the training methods, techniques, proprietary information and trade secrets provided by Coach and Tip of the Sword. Client is not to share any trade secrets, methodologies, training methods, techniques, or proprietary information to any parties other than the Parties to this Agreement. Client is, under no circumstances, allowed to share, disseminate, store, transfer, convey, sell, discuss, or distribute, in any way shape or form, either written or spoken, any material given, provided, shared or discussed between Tip of the Sword and/or Coach and Client. All material, trade secrets, coaching techniques, training methods, and proprietary information are owned by Tip of the Sword only. A violation of this provision is grounds for civil action with monetary damages, including punitive damages.
1.6 Procedure.
The time of the coaching meetings and/or location will be determined by Coach and Client based on a mutually agreed upon time. The Client will initiate all scheduled calls and will call the Coach at the following number for all scheduled meetings (602) 321-5080If the Coach will be at any other number for a scheduled call, Client will be notified prior to the scheduled appointment time.
ARTICLE 2.
SERVICES PROVIDED AND TERMS OF SERVICE
2. 1 Use of Photos and Testimonials.
Client hereby warrants and allows for Tip of the Sword to utilize the Client's likeness and image, including Client's photographs, progress photos, emails, text messages, social media postings, or other communications between Tip of the Sword and/or Coach and Client, and testimonials. The purpose of this provision is to further Tip of the Sword's goodwill, promotion, marketing, and client procurement.
2.2 Waiver of Liability.
Client hereby irrevocable warrants that it will waive its right, the right of its heirs, assigns, estate or representatives for filling any and all claims for liability, whether in contract or tort, in law or in equity, against Tip of the Sword, its coaches, agents, officers, directors or affiliated companies, as a result of their engaging in this Agreement and the coaching program, and any and all injuries that Client may or may not endure or receive as a result of following Tip of the Sword’s fitness protocols, diet, nutrition, and instructions.
2. 3 Warrant Fitness and Ability to Perform.
Client warrants, states, and contends that Client is unaware of any disabilities, illnesses, handicaps, or medical conditions that would prevent Client from engaging in physical activity and dieting to be undertaken under Tip of the Sword’s direction and recommendations. Client further warrants that Client previously was under the care of a medical doctor and will continue to remain under the care of a medical doctor while under the direction of Tip of the Sword. Client further warrants that Client will inform Tip of the Sword or Coach of any medical issues, training problems, or health issues which would adversely affect Client's ability to exercise, train, and engage in the program and protocol designed by Tip of the Sword and/or Coach. Under no circumstances or conditions will Client hold Tip of the Sword or any of their employees, independent contractors, agents, representatives, borrowed servants, ambassadors, coaches, staff, personnel, family members, heirs, or attorneys be liable for any physical or mental injuries that they receive as a result of following Tip of the Sword’s nutrition, workout programs, protocols, advice, counsel or recommendations.
2. 4 Tip of the Sword Does Not Replace Advice from a Doctor or Mental Health Professional.
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 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 careprovider of the nature and extent of the coaching relationship agreed upon by the Client and the Coach.
2.5 Duty to Communicate.
Client hereby warrants, states, understands, contends, and promises to regularly communicate with his/her/their appointed Coach to promptly notify them of questions, concerns, updates, progress pics, and advice regarding their training, nutrition, and progress under the program offered.
2.6 Defamation.
Client hereby warrants, states, understands, contends, and promises to not make any defamatory statements of Tip of the Sword, or any of its employees, agents, independent contractors, coaches, officers, or representatives at any point, irrespective of whether Client is still under the coaching and supervision of Tip of the Sword in the past or is no longer.
ARTICLE 3.
PAYMENT AND COMPENSATION
3.1 In consideration of the full execution of this Agreement, the Client will pay the amount listed above ("Fee") to Tip of the Sword for access to the Tip of the Sword Grateful&FitNOW and 7 Levels of Freedom programs, which amount shall be tendered in any manner preferable and recommended by Tip of the Sword. If client and Tip of the Sword agree to make Payment Arrangements, there may be financing fee at whatever amount the Parties agreed upon in writing. Tip of the Sword is not required and will not give any refunds to the client after payment has been made. The client fully understands by signing this document that any funds paid are non-refundable.
a. Tip of the Sword will commence work, training, and coaching once good available funds are tendered and, in the possession, and control of Tip of the
Sword.
b. All payments tendered to Tip of the Sword are nonrefundable.
c. The Payment is consideration and compensation for Tip of the Sword to coach Client for the duration of the training program.
d. All transactions are final and are in no way subject to any refund under any conditions.
e. Tip of the Sword may terminate this Agreement, without required notice to be given to Client, should Client not be timely on regular payments.
f. Tip of the Sword is hereby authorized to charge a credit card on file and Client herein authorizes the automatic monthly recurring payments to be
charged against said credit card. Should Client cancel card, report it lost or stolen, or the card expires, Client must inform Tip of the Sword at the earliest
possible convenience of the cancellation, stolen status, or expiration. Client will thereafter provide Tip of the Sword with the new credit card information
from which Tip of the Sword is to withdraw funds.
g. A 5% late penalty interest will be accrued on balances that are not promptly paid. Any outstanding payments which exceed thirty (30) days will be sent to
a collection agency without objection from Client.
h. Tip of the Sword is in no way, manner, shape or form liable or responsible for any fees accrued from credit card companies or banking institutions. That
cost will solely be borne by the Client.
ARTICLE 4
DISCLAIMER AND USE OF TESTIMONIALS
4.1 Disclaimer.
Tip of the Sword does not, under any circumstances, warrant or guarantee any specific results, guarantee any amount of income that will be received or earned, or any goals reached by Client. Results that Client achieves are in no way, shape, or form, guaranteed by Tip of the Sword, or any of its agents, employees, independent contractors, subsidiaries, officers, or by any other third party.
4.2 Use of Testimonials.
Client hereby allows Tip of the Sword to utilize any and all of Client's testimonials that Tip of the Sword may find strategic and useful for its business. Client hereby irrevocably grants to Tip of the Sword the right of use of Client's testimonials. Tip of the Sword may cease use and dissemination of any such Client testimonials without warning at Tip of the Sword’s discretion.
4.3 Testimonial Professionalism and Restraint from Negativity.
Client hereby agrees to always maintain the highest levels of professionalism when posting photos and messages to their social media postings. This includes the directive that Client will not post any derogatory, negative, or discriminatory language or opinions that would in any way be deemed to be harassing, unkind, or bullying to another party. Client is also to refrain from using profanatory and negative language on their social media postings.
ARTICLE 5
PROPRIETARY PROPERTY AND WAIVER OF CLAIMS
5.1 Client's Use of the Proprietary Property.
Client may use the Proprietary Property only in accordance with standards and specifications set forth in this Agreement to pursue Client's goals, so long as they do not violate this Agreement. Without limiting the foregoing, both during and after the terms of this Agreement, Client must use the Proprietary Property only in connection with the terms set forth in this Agreement and other authorized use in accordance with specific written direction from Tip of the Sword.Disclaimer.
Tip of the Sword does not, under any circumstances, warrant or guarantee any specific results, guarantee any amount of income that will be received or earned, or any goals reached by Client. Results that Client achieves are in no way, shape, or form, guaranteed by Tip of the Sword, or any of its agents, employees, independent contractors, subsidiaries, officers, or by any other third party.
5.2 Infringement by Client.
Any use of the Proprietary Property not in strict accordance with, or outside the scope of, this Agreement, without Tip of the Sword’s prior consent, infringes Tip of the Sword’s rights in the Proprietary Property. Should Client infringe on Tip of the Sword’s Proprietary Property, Client will be responsible for any and all damages, whether statutory or at common law, including any and all attorney's fees, costs, arbitration, mediation and courts costs relating to Tip of the Sword 's pursuit of claims against Client. Client is in no way, shape, or form, allowed to give away, share, dissimilate, exhibit, post, transfer, illustrate or discuss any confidential material exchanged between the Parties.
5.3 Ownership; Inurement Solely to Tip of the Sword.
Except as expressly granted in this Agreement, Client has no ownership or other rights in the Proprietary Property. Tip of the Sword and JEFF SPIKES are the owners of the Proprietary Property.
5.4 Waiver of Claims.
At any point, Client hereby agreed to irrevocably and unequivocally waive any and rights, whether in law or in equity, to file any claims, sue, demand or file any and all lawsuits, compel mediation or arbitration with Tip of the Sword, or Tip of the Sword's employees, contractors, and managers relating to any business transactions entered into between the Parties by virtue of this Agreement.
ARTICLE 6
WAIVER OF LIABILITY AND GENERAL PROVISIONS
6.1 Waiver of Liability.
Client agrees to irrevocably Tip of the Sword and its, affiliates, designees, brokers, agents, and their respective officers, directors, representatives, employees, agents, independent contractors, family members, attorneys, and heirs harmless for any and all losses, whether in tort or contract, or any other statutory or common laws, liabilities, claims, demands, whether in law or equity, that may exist as of the Agreement Date relating to this Agreement or any other agreement including any and all claims, whether presently known or unknown, suspected or unsuspected, arising under this Agreement, or other laws of the United State, any state or locality.
6.2 Binding Effect.
All the terms and provisions of this Agreement, whether so expressed or not, are binding upon, inure to the benefit or, and are enforceable by the parties and their respective personal representatives, legal representatives, heirs, successors and permitted assigns.
6.3 Notices. All notices, requests, demands, approvals, consents, and other communications required or permitted under this Agreement must be in writing and must be (as elected by the person giving such notice) hand delivered by messenger or courier services, mailed by registered or certified mail (postage prepaid), return receipt requested, or sent by facsimile or email (provided the sender confirms the facsimile or email be delivering an originalconfirmation copy by mail or expedited delivery service.
6.4 Jurisdiction and Venue.
Each of the parties irrevocably and unconditionally:
Agree that any suit, action or legal proceeding arising out of or relating to this Agreement, or the relationship of the parties arising therefrom or from entering into this Agreement, must be brought only in Maricopa County, State of Arizona.Waive any objections that he, she or it may have to the laying of venue of any such suit, action, or proceeding in any of such courts; andAgree that service of any court paper may be affected on such party by mail, as provided in this Agreement, or in such other manner as may be provided under applicable laws or court rules in the State of Arizona.
6.5 Interpretation.
Each of the Parties has been or has had the opportunity to have been represented by their own counsel throughout the negotiations, as well as at the execution of this Agreement and all the other documents executed incidental to this Agreement. Therefore, while this Agreement is effective as well as after its expiration or sooner termination, none of the parties may claim or assert that any provision of this Agreement or of the other documents should be construed against the drafter thereof.
6.6 Entire Agreement.
This Agreement represents the entire understanding and agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all other negotiations, understandings, and representations, if any, by and between the Parties. No representation, inducement, promise or agreement, oral or otherwise, if any, not embodies in this Agreement, its Exhibits, or any other agreement related to this Agreement and expressly references herein is of any force and effect.The parties have duly executed and delivered this Agreement as of the date set forth above.
TIP OF THE SWORD, LLC
Signature:
