1: 1 Coaching Services Agreement

Last Modified: June 2025

This Coaching Services Agreement (this "Agreement") is a binding contract between you ("Client," "you," or "your") and Lead Forward HQ ("Provider," "we," or "us"). This Agreement governs your access to and use of the Coaching Services, as defined below.

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE "I ACCEPT" BUTTON IN CONNECTION WITH SCHEDULING A COACHING SESSION OR USING THE COACHING SERVICES (the "Effective Date"). BY CLICKING ON THE "I ACCEPT" BUTTON BELOW OR BY USING THE COACHING SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT USE THE COACHING SERVICES.

1. Definitions.

(a) "Coaching Services" means the 1:1 coaching services provided by Provider under this Agreement that are detailed on Provider's website available at www.LeadForwardHQ.com (the “Website”) and reflected in the Client’s order.

(b) "Provider IP" means the Coaching Services and all intellectual property provided to Client in connection with the foregoing.

2. Fees and Scheduling. Client shall pay Provider the fees as described on the Website ("Fees"). No refunds will be issued for appointments cancelled with less notice than 24 hours notice or appointment no-shows. Client is responsible for joining session on time. Sessions will not be extended for late arrivals.

3. Coaching Relationship.

(a) Client is solely responsible for creating, maintaining, and implementing Client’s own physical, mental and emotional well-being, decisions, choices, actions and results arising out of or resulting from the coaching relationship and Client’s interactions with Provider. As such, the Client agrees that the Provider is not and will not be liable or responsible for any actions or inaction by the Client, or for any direct or indirect result of any services provided by the Provider. 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.

(b) Client further acknowledges that Client may terminate or discontinue the coaching relationship at any time.

(d) Client acknowledges that coaching is a comprehensive process that may involve examination and discussion of different areas of Client’s life, including but not limited to work, finances, health, relationships, education and recreation. Client agrees that deciding how to handle these issues, incorporate coaching principles into those areas and implement choices is exclusively Client’s responsibility.

(e) 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 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 Client promptly inform the mental health care provider of the nature and extent of the coaching relationship agreed upon by Client and the Provider.

(f) Client understands that to enhance the coaching relationship, Client agrees to communicate honestly, be open to feedback and assistance and to create the time and energy to participate fully in the program.

(g) Client understands that Provider may decline or refer out clients at their discretion. Any Provider declined sessions may be refunded.

4. Confidential Information. From time to time during the Term, Provider and Client may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, whether or not marked, designated, or otherwise identified as "confidential" at the time of disclosure (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

5. Release of Information. Provider may engage in training and continuing education in connection with pursuing or maintaining ICF Credentials. That process requires the names and contact information of all clients for possible verification by ICF. By using the Coaching Services, you agree to have your name, contact information and start and end dates of coaching sessions shared with ICF staff members and/or other parties involved in this process for the sole and necessary purpose of verifying the coaching relationship. Note that no personal notes will be shared. According to the ethics of our profession, topics may be anonymously and hypothetically shared with other coaching professionals for training, supervision, mentoring, evaluation, and for coach professional development and/or consultation purposes.

6. Privacy Policy. Provider complies with its privacy policy, available at www.LeadForwardHQ.com ("Privacy Policy"), in providing the Coaching Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Coaching Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.

7. Intellectual Property Ownership; Feedback. As between you and us, we own all right, title, and interest, including all intellectual property rights, in and to the Coaching Services and any related materials. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Coaching Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

8. Limited Warranty and Warranty Disclaimer.

(a) Provider warrants that it shall perform the Coaching Services:

(i) In accordance with the terms and subject to the conditions set out in this Agreement.

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

(b) Provider’s sole and exclusive liability and Client's sole and exclusive remedy for breach of this warranty shall be as follows:

(i) Provider shall use reasonable commercial efforts to promptly cure any such breach.

(ii) If Provider cannot cure such breach within a reasonable time after Client's written notice of such breach (but no less than 30 days), Client may, at its option, terminate this Agreement in accordance with Section 11(b).

(c) COMPANY MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 8(A) ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

9. Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM $500, WHICHEVER IS LESS.

10. Term

(a) Term. The term of this Agreement begins on the Effective Date.

11. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through notification on the applicable URL and/or direct email communication from us. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Coaching Services after the effective date of the modifications will be deemed acceptance of the modified terms.

12. Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of North Carolina without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of North Carolina. Except as otherwise set forth herein, any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of North Carolina each case located in the city of Raleigh and County of Wake, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

13. Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Coaching Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.