GOLDMAN GROWS COACHING AGREEMENT

This Coaching Agreement (“Agreement”) is entered into between GOLDMAN LLC dba GOLDMAN GROWS, located at 3635 Foxfire Place, Augusta, GA 30907 (“Coach”), and the individual or business enrolling in the program through the Coach’s website (“Client”). 

By completing enrollment and selecting the agreement checkbox during the checkout process, Client acknowledges that they have read, understood, and agree to be bound by the terms of this Agreement. 

The effective date of this Agreement shall be the date Client enrolls in the program (“Start Date”). 

Coach and Client may be referred to individually as a “Party” and collectively as the “Parties.” 

PURPOSE OF THE AGREEMENT 

Client wishes to hire Coach to provide services relating to Client’s coaching needs, as detailed in this Agreement. Coach has agreed to provide such services according to the terms of this Agreement. 

TERMS 

Package: Client chooses Coach’s ADS THAT GROW™ services. 

Services: Coach shall provide Client with the following services on a MONTHLY basis (“Services”): 

• 60 MINUTE INTENSIVE KICK OFF CALL (one-time) 
• PERSONAL WEEKLY AD ACCOUNT AUDITS 
• Ads That Grow™ META ADS COURSE 
• EXCLUSIVE SLACK CHANNEL 
• 2x MONTHLY INDUSTRY CALLS 
• ANY ADDITIONAL BONUS MATERIAL 
• FIRST ACCESS TO TIKTOK ADS + GOOGLE ADS TEACHINGS 

Cost: The total cost (“Total Cost”) for all Services is $11,994. Client agrees to pay Coach six (6) monthly payments of $1,999.

The first payment of $1,999 is due upon signing this Agreement. The remaining five (5) payments of $1,999 will be automatically charged on the same calendar day each month thereafter for a total of six (6) monthly payments. 

Client is responsible for completing all payments regardless of participation or program completion. 

Fees: Coach’s hourly rate is $110 per hour spent on Client’s Services over the allotted amount of scope purchased. This would always be discussed and agreed upon with the Client first. 

Expenses: Any expenses incurred by Coach while providing Client with Services will be invoiced to the Client promptly. The Coach does not foresee any expenses occurring, but in the case they do, if any one expense is over $1.00 the Coach agrees to obtain the Client’s written consent before making the purchase. 

Late Fees: If Coach does not receive payment from Client within fourteen calendar days of any payment date, then Client will be charged a late fee of $25 per day that Coach does not receive payment. If Coach has made reasonable attempts to notify Client of Client’s outstanding balance, and Client’s balance remains unpaid or partially paid, then Coach reserves the right to send Client to collections for all outstanding payments. Client agrees to pay for all Coach’s reasonable collections and legal costs encountered while attempting to collect against Client. 

Schedule: Coach shall deliver Services in a reasonable amount of time. Client must respond to any Coach communication within a reasonable amount of time (48-96 hours). If the Client fails to respond to the Coach within a reasonable amount of time for feedback or any other Coach request(s), it is within the Coach’s discretion to delay or cancel the Client’s Services. 

Delivery of Services: Coach will provide the Services outlined in this Agreement during the term of the program. All Services will be delivered within the applicable program period unless otherwise agreed to in writing by both Parties. 

Account Access: Client agrees to provide Coach with the necessary access to the following accounts within five (5) business days of signing this Agreement: 

• Meta Business Manager Account 
• Meta Ads Manager Account 

Access details may be provided via Meta Business Manager partner access, email, or another mutually agreed upon secure method. 

PROTECTIONS & RELATIONSHIP 

Copyright Ownership: If any copyrighted work(s) are created or shared as a result of the Services provided by Parties under this Agreement, the contributing Party owns all copyrights in

any work(s) it creates or produces under federal copyright law (Title 17, Chapter 2, Section 201-02 of the United States Code), whether registered or unregistered. Any products, whether tangible or intangible, produced or created in connection with, or in the process of fulfilling this Agreement, are expressly and solely owned by the Party that creates the materials and may be used in the reasonable course of each Party's business going forward. For example, if Coach shares a spreadsheet that Client utilizes, Client may not share, distribute, sell, or otherwise enjoy the privileges of said spreadsheet and copyrighted material contained within the spreadsheet. 

Trademark Ownership: Any trademarks, whether registered or unregistered, remain the property of the contributing Party. 

Exclusivity: Client understands and agrees she has hired Coach exclusive of any other service provider, and no other coaches, other than any assistant or third party that Coach has hired to complete the Services outlined herein, are permitted to provide the same Services, paid or unpaid, unless prior permission is granted by Coach. 

Permitted Uses of Material(s): Coach grants to Client a non-exclusive license of product(s) produced with and for Client for personal use only, so long as Client provides Coach with attribution reasonably visible on primary or related course materials or marketing collateral. In no event is Client allowed to share Coach’s materials with any third party without Coach’s express prior written permission. 

Confidentiality: Parties will treat and hold all information of or relating to this Agreement, the Services provided, and the Parties’ businesses in strict confidence and will not use any of this information except in connection with fulfilling the terms of this Agreement, and, if this Agreement is terminated for whatever reason, Parties will return all such information to the contributing Party. This Agreement imposes no obligation upon the Parties concerning any confidential information that was possessed before initial business interactions commenced between the Parties, or is rightfully received from a third party not owing a duty of confidentiality to either party. 

Publicity: Client agrees that Coach may use Client’s name and logo in Coach’s marketing materials or communications (including, but not limited to, Coach’s website, advertisements, customer lists, blogs and other public communications and marketing materials) for the sole purpose of identifying Client as a customer. Client agrees that Coach may display the deliverable as a sample of Coach’s work in Coach’s professional portfolio, in any marketing materials or communications, on Coach’s website, and on any website or in any media or location that displays Coach’s work. 

Relationship of the Parties: Coach and any related subcontractors are not employees, partners, or members of the Client’s company or organization. Coach has the sole right to control and direct the means, manner, and method by which the Services in this Agreement are performed. Coach has the right to hire assistants, subcontractors, or employees to provide the

Client with its Services. Parties are individually and separately responsible for their own business operations and expenses, including securing or paying any licensing fees, taxes (including FICA), registrations, or permits. The client is not responsible for paying for any benefits, workers’s Compensation, insurance, or unemployment fees to the Coach. 

LIMIT OF LIABILITY 

Maximum Damages: Client agrees that the maximum amount of damages s/he is entitled to in any claim of or relating to this Agreement or Services provided in this Agreement are not to exceed the Total Cost of Services provided by Coach. 

Indemnification: Client agrees to indemnify and hold harmless Coach, its related companies, parties, affiliates, agents, independent contractors, assigns, directors, employees, and officers from any claims, causes of action, damages, or other losses arising out of, or related to, the Services provided in this Agreement. In the case of in-person meetings or coaching, Client agrees to either secure a reasonable amount of insurance coverage to pay for any claims, causes of action, damage, attorney fees, or other losses as a result of accident or negligence on behalf of the Parties to this Agreement, or if no insurance is secured, Client waives its right to directly or indirectly ask or force Coach to pay for any such damages. 

Client Responsibilities: Client agrees that the accuracy of information supplied to Coach is the sole responsibility of Client, and that Coach is not responsible and shall not be held liable for the results of services performed based on inaccurate, incomplete, or untruthful information provided by Client. Client assumes full responsibility for final deliverables (s) provided, final proofing, and accuracy. 

Assumption of Risk: Client and related parties/participants expressly assume any risk of Services and related activities as described in this Agreement. 

Disclaimer: Client agrees and understands the Coach is not providing the professional services of an attorney, accountant, nutritionist, financial planner, therapist, or any other kind of licensed or certified professional. Should the Client desire professional services that exceed the scope of this Coaching Agreement, the Client must sign a letter of engagement of said professional services. No legal, financial, accounting, nutritional, or other kind of professional advice will be given without entering into such a relationship via the letter of engagement referenced immediately above. 

Guarantees: Coach cannot make any guarantees as to the results, including financial or other gains, of the coaching provided. Coach agrees to provide the Services listed in this Agreement in a reasonable and timely manner. Client agrees to take responsibility for Client’s own results.

Advertising Results Disclaimer: Client understands that advertising performance varies based on numerous factors including offer, market conditions, budget, creative execution, and implementation. Coach makes no guarantees regarding advertising performance, lead generation, or revenue results. 

Release: Client has spent a satisfactory amount of time reviewing Coach’s work or past client reviews, and has a reasonable expectation that Coach’s Services will produce a reasonably similar outcome and result for Client. Coach will use reasonable efforts to ensure Client’s Services are carried out in a style and manner consistent with Coach’s current portfolio and services, and Coach will try to incorporate any suggestions Client makes. However, Client understands and agrees that: 

• Every client and final delivery is different, with different tastes, budgets, and needs; ● META PAID ADVERTISING is a subjective service and Coach is a provider with a unique vision, with an ever-evolving style and technique; 
• Coach will use its judgment to create favorable results for Client, which may not include strict adherence to the Client’s suggestions; 
• Dissatisfaction with the Coach’s independent judgment or individual management style is not a valid reason for the termination of this Agreement or the request of any monies returned. 

Non-disparagement: The Parties mutually agree not to make public defamatory statements that would materially harm the reputation or business activities of any Parties to this Agreement. 

Non-Solicitation: Each Party agrees that during the term of this agreement, neither Party shall make any solicitation to employ the other Party’s employees without the other Party’s written consent. For this clause, a general advertisement or job posting (including on the internet or social media) to which an employee of the other Party freely responds will not be construed as a solicitation and will not be a breach of this clause. 

Cancellations or Rescheduling: This Agreement becomes effective on the date the Client enrolls in the program and accepts this Agreement through the website (“Start Date”). The Agreement will remain in effect for a period of six (6) months from the Start Date (the “Term”), unless otherwise terminated as outlined in this Agreement. 

Client understands and agrees that enrollment in the program represents a six (6) month commitment. If Client chooses to discontinue participation in the program at any time during the Term, Client remains responsible for 100% of the remaining payments due under this Agreement, and all outstanding balances will remain payable according to the agreed payment schedule. 

Coach reserves the right to terminate this Agreement if Client fails to make payments as agreed or breaches any material provision of this Agreement. In such cases, Client agrees to pay any outstanding balances within thirty (30) days of termination.

Client may choose to discontinue participation in the Services at any time; however, no refunds will be issued and all remaining payments remain due, as Client is reserving a seat in a limited-capacity coaching program. 

Coach Desires to Cancel or Reschedule: In the event Coach cannot or will not perform his/her obligations in any or all parts of this Agreement, Coach (or a responsible party) will give Notice to Client as soon as practicable, and at the Coach’s discretion, either attempt to find a reasonable substitute to fulfill the terms of this Agreement or issue a refund or credit based on a reasonably accurate percentage of Services rendered. In the case of a refund where, at the discretion of the Coach, no reasonable substitute is found, Coach shall excuse Client of further performance obligations in this Agreement. 

Force Majeure: Notwithstanding the above, either Party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either Party that materially affects the Services provided in this Agreement, including: 

1. A natural disaster (fires, explosions, earthquakes, hurricanes, flooding, storms, or infestations); or 
2. War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not); or 
3. Any hazardous situation created outside the control of either Party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism (each, a “Force Majeure Circumstance”), provided that the affected Party (i) promptly notifies the other Party and (ii) makes reasonable efforts to mitigate the effects of the Force Majeure Circumstance. 

GENERAL PROVISIONS 

Governing Law: The laws of GEORGIA govern all matters arising under or relating to this Agreement, including torts. 

Compliance with Laws: Each Party represents that it will comply with all applicable laws, regulations, rules, and ordinances, including privacy and data security laws and regulations, where applicable to the Services. 

Data Security: Each Party will implement and maintain reasonable administrative, technical and physical safeguards and other security measures necessary to protect and maintain the security and integrity of the other Party’s data. 

Severability: If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential provisions of this Agreement for each Party remain legal and enforceable.

Notice: Parties shall provide effective notice (“Notice”) to each other via either of the following methods of delivery at the date and time which the Notice is sent, provided that all Notices sent to Coach via Mail shall be accompanied by a simultaneous digital copy to Coach via Email: 

1. Email 

• Coach’s Email: [email protected] 
• Client’s Email(s): __________________________ 

2. Mail 

• Coach's Address: [IF DIFFERENT FROM ABOVE] 
• Client’s Address(es): [IF DIFFERENT FROM ABOVE] 

Merger: This Agreement constitutes the final, exclusive agreement between the Parties relating to the Services contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the Parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. 

Assignment: Neither Party may assign or subcontract any rights or obligations in this Agreement without proper Notice, unless otherwise provided in this Agreement. 

Titles: The titles and section headers in this Agreement are provided for convenience only and should not be construed as part of this Agreement. 

Dispute Resolution: Any controversy or claim arising out of or relating to this contract, or the breach of this Agreement, will be settled by alternative dispute resolution (ADR) before a formal complaint. ADR includes arbitration or mediation administered by an authorized entity, such as the American Arbitration Association, by its Commercial [or other] Arbitration Rules. Any judgment on the award rendered by the arbitrator(s) or mediator(s) may be entered in any court having jurisdiction over this Agreement and related dispute resolution proceedings. 

Waiver: Any waiver or failure to enforce any term or condition of this agreement on one occasion will not be deemed a waiver of any other term or condition, nor will it be deemed a waiver of any subsequent breach or violation of the same term or condition. No waiver of any right or remedy under this agreement will be effective unless it is made in writing and executed by the waiving Party. 

Acceptance of Agreement: By selecting the agreement checkbox during enrollment and completing payment, Client acknowledges that they have read, understood, and agree to be bound by the terms and conditions of this Agreement. This electronic acceptance constitutes a legally binding agreement between Client and Coach.