TERMS AND CONDITIONS

[END USER AGREEMENT AND TERMS OF SERVICE – ONE-ON-ONE STRATEGIC SUPPORT COACHING]

This End User Agreement, Terms of Service, and Statement of Work (collectively this “Agreement”) is between Victoria McCooey, LLC., a New York limited liability company (“Company”) and you, an individual user (“you”, “your” or “Client”), and governs your use of the Company’s website located at http:// www.victoriamccooey.com  (the  “Site”),  and  any  related  websites  or  other  online  properties  owned  or controlled by Company, and your participation in any other services offered by the Company, including, without limitation, group or individual teleconferencing services; access and usage of any web-based or other content; and other coaching/consulting services (collectively, the “Service”).   BY INSTALLING ANY APP OR OTHERWISE ACCESSING OR USING ANY PORTION OF THE SERVICE, OR CLICKING “I ACCEPT” BELOW, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY: (1) THIS AGREEMENT; AND (2) THE SITE PRIVACY POLICY LOCATED AT  http:// www.victoriamccooey.com/privacy-policy/ (“PRIVACY POLICY”). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT AND THE TERMS OF THE PRIVACY POLICY, THEN YOU MAY NOT USE ANY PORTION OF THE SERVICE.

1. Services. During the Term of this Agreement, the Company shall provide the following base services (the “Base Services”) listed in the statement of work, attached hereto as Exhibit A and incorporated herein (the “Statement of Work”) in connection with the engagement (the “Engagement”). In the event of a conflict between the terms of this Agreement and the Statement of Work, the Statement of Work shall control solely to the minimum extent required to resolve the conflict.

2. Consulting Fee; Approved Expenses. The Client shall pay to the Company the fees listed in the Statement of Work as compensation for the performance of the Base Services under this Agreement (the “Fees”).

3. Invoices; Payment Terms. The Company shall provide the Client with invoices listing accrued Fees, and the Client shall pay any/all amounts owed, in accordance with the terms of the Statement of Work. In the event the Client fails to make any payment under this Agreement when due, the Company may stop all work and suspend Client’s access to the Service until such payment is made in full, in addition to any other rights the Company may have under this Agreement or pursuant to applicable law. The Client shall be liable for any and all collection costs incurred by the Company pursuant to this Agreement (including, court costs and reasonable attorneys’ fees) to the maximum extent permitted by governing law.

4. Confidential Information. The Company acknowledges that as a result of its retention by the Client, the Company may be given access to, non-public proprietary and confidential information of the Client (“Confidential Information”). Except as required by law or legal process, the Company shall not use, reveal, or otherwise disclose any confidential information without the prior written consent of the Client, except to the extent required or as otherwise reasonably anticipated in connection with rendering Service hereunder. In the event Client elects to participate in Group Coaching Services (as defined in a Statement of Work), Client hereby acknowledges and agrees that Client will not have a reasonable expectation of privacy with regard to any information (including Confidential Information) shared in connection with Client’s participation in such Group Coaching Services and the Company shall not be liable for any disclosure thereof. Notwithstanding anything to the contrary contained in this Agreement, Confidential information shall not include any information: (a) which is or becomes available to the public through no breach of this Agreement by the Company; (b) which is known by the Company at the time of its disclosure; (c) which was disclosed to the Company by a third party not under a written confidentiality obligation with Client; or (d) to have been independently developed by the Company without the use of Client’s Confidential Information.

5. Client Responsibilities. The Client agrees at all times during the Term: (a) to cooperate in good faith with Company and  to  provide  the  Company  with  accurate,  timely  and  complete  information  and  decision making; (b) that the Company shall have a right to rely on the accuracy and completeness of any and all information provided to the Company and all decisions made by the Client; and (c) that the Client will contract directly with any/all third party service providers to the extent such services are needed as part of the Engagement, and in accordance with Section 8 of this Agreement (Third Party Services).

6. Term; Termination; Survival. The term of this Agreement shall commence as of Client’s first usage of the Service (the “Effective Date”) and shall expire as of the earlier of: (a) the date upon which: (i) the Company successfully completes the Services; or (ii) the date otherwise expressly stated in the Statement of Work; or

(b) the earlier termination of this Agreement in accordance with its terms (the "Term”). This Agreement may be terminated by the Client or the Company for a material breach of its terms, upon the giving of five (5) business days written notice by the non-breaching party to the party in breach, provided that the party in breach does not cure the breach within the five (5) business day period.   Upon the termination of this Agreement, the Client shall pay to the Company any and all accrued but unpaid Fees up through the termination date upon receipt of the Company’s invoice in accordance with the Statement of Work. The following terms shall survive any termination or expiration of this Agreement: Sections 2 through 18.

Intellectual Property Ownership. The Company shall retain ownership of any and all works created or developed in whole or in part by the Company in connection with this Agreement, including without limitation, copyrightable works, ideas, discoveries, inventions, patents, trade secrets, trademarks, products, or other information (“Work Product”). The Company shall have the right to utilize the Work Product in any manner in its sole discretion for its business purposes.

8. Third Party Services. The Client hereby acknowledges and agrees that any dealings or communications that the Client may have with any third party providers of products and/or services in connection with (or as a result of) the Engagement or Service rendered hereunder, regardless of whether or not the Client discovers/ utilizes such third party providers through the Company or by way of recommendation or introduction through the Company (hereinafter “Third Party Services”), shall be deemed to be wholly independent from the Service offered by the Company hereunder and the Company shall have no liability or obligation whatsoever in connection with any such third party providers or the Third Party Services. The Client shall be solely responsible for independently evaluating the services, policies, service terms, practices and reputations of third party providers and Third Party Services prior to engaging in any transactions with such third party providers and the Client shall look solely to the terms of any agreements entered into by and between the Client and any third party providers for Third Party Services in connection with any question, claim or dispute in connection with the Third Party Services.

9. Indemnification. To the maximum extent permitted by governing law, the Client shall indemnify, defend and hold harmless the Company and its officers, members, managers, employees, and contractors (collectively the “Indemnified Parties”) from and against any and all claims, demands, actions, losses, liabilities and expenses, (including reasonable attorneys' fees), arising out of this Agreement or the Service rendered by the Company.

10. Limitation of Liability. IN  NO  EVENT  WILL  ANY  OF  THE  INDEMNIFIED  PARTIES   BE  LIABLE   UNDER   ANY THEORY   OF   LIABILITY   TO   THE   CLIENT   OR   ANY   THIRD   PARTIES   FOR   ANY   CONSEQUENTIAL,  INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES  OF ANY KIND, WHETHER  FORESEEABLE OR UNFORESEEABLE. IN NO EVENT  WILL  THE AGGREGATE MAXIMUM  AMOUNT  OF LIABILITY  INCURRED  BY THE INDEMNIFIED  PARTIES   RESULTING   FROM   THIS  AGREEMENT   EXCEED   THE   AMOUNT   OF   FEES   ACTUALLY RECEIVED   BY  THE  COMPANY   IN  CONNECTION  WITH  A  STATEMENT   OF  WORK  PRIOR  TO  THE  DATE  UPON WHICH  THE CLAIM ACTUALLY  AROSE.

11. Performance Standard. The Company shall render all Service in a workmanlike manner in accordance with those standards generally applicable to the Company’s industry.

12. DISCLAIMER.  EXCEPT   AS   OTHERWISE    EXPRESSLY   SET   FORTH   IN   SECTION   11,  THE   COMPANY   HEREBY DISCLAIMS  ANY  AND  ALL  REPRESENTATIONS AND  WARRANTIES WITH  RESPECT  TO  THE  SERVICE, WHETHER EXPRESS  OR IMPLIED, INCLUDING, BUT NOT LIMITED  TO, ANY WARRANTY  OF MERCHANTABILITY OR FITNESS FOR  A  PARTICULAR  PURPOSE,  THAT   THE  CLIENT   WILL   ACHIEVE   OR  MAINTAIN   A SPECIFIC   RESULT   (OR RESULTS) IN  CONNECTION WITH  THE  SERVICE, THAT  THE  SERVICE WILL  BE  ERROR-FREE, OR  THAT  THE SERVICE WILL BE  OFFERED WITHOUT INTERRUPTION. NOTWITHSTANDING ANYTHING TO  THE  CONTRARY CONTAINED IN THIS AGREEMENT, THE CLIENT HEREBY ACKNOWLEDGES THAT THE SERVICE RENDERED BY THE COMPANY ARE NOT LEGAL SERVICES, PSYCHIATRIC OR THERAPEUTIC SERVICES, MEDICAL SERVICES OR FINANCIAL SERVICES (COLLECTIVELY “LICENSED SERVICES”) AND COMPANY DOES NOT PURPORT TO OFFER (AND  WILL  NOT  OFFER) ANY  LICENSED  SERVICES      TO  CLIENT  AS  PART  OF  THE  SERVICE  RENDERED HEREUNDER.

13. Independent Contractor. The Company’s relationship with the Client is that of an independent contractor, and the activities of the Company hereunder shall not make the Company an employee, agent, partner or joint venturer of or with the Client.

14. Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the validity and enforceability of the other provisions of this Agreement and the provisions held to be invalid or unenforceable shall be enforced as nearly as possible according to its original terms and intent to eliminate such invalidity or unenforceability.

15. Entire Agreement; Waiver.    This Agreement contains the entire understanding between the parties and supersedes all previous agreements, understandings and communications whether oral, electronic or in writing. No failure by either party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such covenant, duty, agreement, or condition, or any such breach.

16. Notices. Any notice, or other communication under this Agreement shall be in writing and shall be sent by email to: (a) the email address Client utilizes in connection with Client’s registration of the Service; or (b) admin@victoriamccooey.com if to the Company. All such notices and communications shall be deemed received upon sending provided that no delivery failure notification is received, provided that if such day is not a business day, such notice or communication shall be deemed effective on the next succeeding business day.

17. Miscellaneous. This Agreement (a) will be governed by and construed under the laws of the State of New York, without giving effect to the principles of conflicts of law, and the parties hereto consent to the exclusive jurisdiction of the Federal and State courts located in New York County, New York with respect to the forum for any controversy that may arise in connection herewith and waive the defense of an inconvenient forum, (b) cannot be assigned by Client, altered, amended or modified orally but only in a written instrument executed by the Company hereto, and (c) shall inure to the benefit of, and be binding upon,  the  parties  hereto  and  their  legal  representatives,  heirs,  successors  and  assigns. The  paragraph headings set forth in this Agreement are for the convenience of the parties, and in no way define, limit, or describe the scope or intent of this Agreement and are to be given no legal effect.

EXHIBIT A 
STATEMENT OF WORK FOR THE 4 CRUCIAL STEPS TO TAKE BEFORE DIVORCING AN ABUSIVE SPOUSE

1. Services: The Client shall engage the Company to render the following coaching services ("THE 4 CRUCIAL STEPS TO TAKE BEFORE DIVORCING AN ABUSIVE SPOUSE PROGRAM) as outlined below:

 (a) One (1) one-on-one phone session (90 minutes in length) with Victoria McCooey (“Coach”) during a mutually agreed upon time with the Schedule set forth in Section 2 below during the Term (“Coaching Session”);

 (b) One (1) follow-up one-on-one phone session (30 minutes in length) with Victoria McCooey (“Coach”) during a mutually agreed upon time within 30 days of original session;

 (c) Access to online worksheets

 2. Schedule:

(a) Client will have access to coach's calendar to choose available time slots. If no availability suits the client, client may reach out via email to admin@victoriamccooey.com to request additional availability. Coach will make every attempt to accommodate client with additional availability but does not guarantee same.

3. Assumptions and Dependencies: In the event any Services (including, without limitation, Coaching Sessions) are delivered via a web platform, mobile application or any other technologically available means (“Coaching Technology”), Client shall be solely responsible for ensuring that Client’s equipment and systems are compatible with Company’s Coaching Technology at all times during the Term of this Agreement.

4. Pricing: The following shall constitute the Fees earned by the Company in connection with its delivery of the one-on-one Coaching Services:

1. Base Fee: The Company will charge Client a flat rate of $297.00 for those Services listed in Section 1 of this Statement of Work for up to a maximum of the quantities specified for each of the Services listed (the “Base Fee”).
   
2.  Hourly Fee: In the event the Company (Coach) is subpoenaed or in any way directed or requested to appear in any court, legal or other proceeding as the result of rendering the Services to Client, Client shall pay an hourly fee of $100.00 per hour (including travel time) not to exceed a total of $500.00 per day (“Hourly Fee”). The Company shall have the right to modify its Hourly Fee on no less than thirty (30) days notice to Client in writing. 

5.  Payment Terms; Credit Cards: On or before the Effective Date, the Client shall pay the Base Fee ($497.00) in full for Services to be rendered. All payments are non-refundable.

6. Other terms:

a. All Coaching Sessions shall be rendered on scheduled days and times listed in Section 2 of this Statement of Work, or as mutually agreed upon by the Company and the Client. In the event the Client elects to cancel (or fails to attend) any Scheduled Services upon less than 24 hours advance notice to the company, the Client shall be deemed to waive the applicable Coaching Session. Cancellations by the Client shall be deemed received by the Company upon Company's acknowledgement of receipt of notification to the Client. 

b. In the event the Client requests additional Services or modifications to this Statement of Work, the parties shall enter into an amendment to this Statement of Work, which amendment shall be in writing and signed by the parties, and which amendment shall include amendments to the Fees and estimated completion date as agreed upon by the parties. The Company shall not be required to perform any Services outside of this Statement of Work until an amendment has been entered into by the parties in accordance with this Section 6(b).

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