Terms and Conditions
Imagine College Coaching and My Personal College Coach, LLC and employees of, agree to offer its their consulting, advice and guidance to be most helpful in assisting clients to excel in college planning, applications, scholarships and related college preparatory activities. My Personal College Coach also assists in life coaching as is necessary to life skills for the college process. My Personal College Coach does not, in any way , guarantee or promise admission to client’s desired school or receipt of scholarship monies. My Personal College Coach makes no other guarantees, promises, or warranty about any future benefits or awards for clients. No refunds will be provided. My Personal College Coach does not provide mental health services to the clients. If those needs should arise, a referral will be made to a qualified therapist. My Personal College Coach consulting advice will be delivered by Sherri Graf and/or company associates. Client understands that a portion of services are delivered face to face sessions and other services include research and personal work performed while client is not present, but performed for the benefit of the client. In the event of relocation for either party, the contract will continue with sessions being completed over Skype, email, phone calls and text.
I am allowing my minor student to meet one on one with Imagine College Coaching / My Personal College Coach employees. Hereby giving my consent to instruction from an adult to my minor student.
Client agrees to electronic communication between IMAGINE COLLEGE COACHING / My Personal College Coach and designated members of client’s family, including student, parents and/or guardian. Imagine College Coaching / My Personal College Coach has permission to send information via email/phone/text.
Client agrees to pay Imagine College Coaching / My Personal College Coach in a timely manner with fees to be determined by an hourly consulting rate or by package rate. These services are to be completed within 6 months after initial meeting. The Comprehensive Package will be fulfilled until graduation from High School. My Personal College Coach has the right to cease to provide services to the Client if Client does not make payments as requested by Attorney Client. Client also agrees to meet with My Personal College Coach at scheduled times. Hourly fee will be charged for meetings cancelled or rescheduled less than 24 hours in advance. Any unused sessions after allotted time period will be forfeited by client.
Client agrees to cooperate with all reasonable requests for information by My Personal College Coach in order to prepare for the college admissions process. Client acknowledges that failure to cooperate with My Personal College Coach may hinder or preclude the award of admission to or scholarships for higher learning institutions.
Services offered MAY include but are not limited to the following. The services are tailored to the unique needs of each client.
- Organizational planning
- Goal planning
- Time management
- Testing advice
- Essay writing
- Application and Admission Process
- Networking skills
- Interview skills
- Recommendation Letter process
- Spreadsheets to compare and contrast schools
- Website designing
- Timeline for student to stay on schedule
- Transcript Review
- Llife skills needed for College.
By agreeing to these terms, the client agrees to the release of information to My Personal College Coach in its entirety, including but not limited to photos, videos, essays, questionaries in addition to the publishing of these items. I understand that these may be used in the promotion of My Personal College Coach through Social Media and other avenues.
THIS SERVICES AGREEMENT (the “Agreement”), is made effective on date signed (the “Effective Date”) by and between MY PERSONAL COLLEGE COACH, LLC, a Texas limited liability company (the “Company”) and client and guardians.
Subject to the terms and conditions set forth in this Agreement, Client desires the Company to perform services for Client and the Company desires to perform such services for Client.
The parties hereto do hereby agree as follows:
1. Services and Deliverables.
1.1 Performance of Services and Provision of Deliverables. Subject to the terms and conditions set forth in this Agreement, during the Term (as defined herein) Company shall perform certain services (the “Services”) and provide certain items (the “Deliverables”) subject to the conditions, if any (“Acceptance Conditions”) as specified in one or more Statements of Work which may be entered into and executed by the parties hereto and upon such execution shall become incorporated into and made a part of this Agreement in the form attached hereto as Schedule A (each, a “SOW”) for Client and any one or more companies which are either one hundred percent (100%) owned by Client or having one hundred percent (100%) common ownership as Client (each such company, an “Affiliate”). In the event of any inconsistency between the terms of any SOW and this Agreement, this Agreement shall take precedence.
1.2 Ordering Services and Deliverables. In the event that Client issues a purchase order, service order or other communication (an “Order”) to Company for the purpose of ordering or authorizing Services, the parties agree that (a) the use of pre-printed forms is for convenience only and, accordingly, any terms and conditions stated thereon are not binding as to the parties hereto and shall not operate so as to alter, vary or modify this Agreement or the applicable SOW, and (b) no other terms or conditions may alter, vary or modify this Agreement or the applicable SOW without the prior written agreement of both parties.
1.3 Grant of License to Company. Client grants to Company, and Company accepts from Client, a non-exclusive, worldwide, royalty-free license for the term of this Agreement to edit, modify, adapt, translate, transmit, copy, prepare derivative works from, and use any materials, if any, provided by Client and expressly identified in the applicable SOW, including, without limitation, trade or service marks, images, illustrations, graphics, multimedia files and/or text (the “Client Material”) which are provided by Client to Company for the purposes of performing the Services and/or Company’s performance of this Agreement.
1.4 Independent Contractor. Company is an independent contractor of Client.
1.5 Nonsolicitation of Employees. During the term of this Agreement and for one (1) year after termination of this Agreement for any reason, Client shall not solicit the employment of, or employ Company's personnel, without Company's prior written consent.
1.6 Cooperation. Client shall cooperate with Company in taking actions and executing documents, as appropriate, to achieve the objectives of this Agreement. Client agrees that Company's performance is dependent on Client's timely and effective cooperation with Company. Accordingly, Client acknowledges that any delay by Client may result in Company being released from an obligation or scheduled deadline or in Client having to pay extra fees for Company's agreement to meet a specific obligation or deadline despite the delay.
2. Payment and Invoicing Terms.
2.1. Payment for Services. Client shall pay to Company those amounts by such dates or times as set forth in and by the applicable SOW and, in addition to such amounts, Client shall reimburse Company for all costs and expenses incurred by Company in connection with the Services as set forth in and by the applicable SOW. In the event that an Affiliate is the recipient of Services or Deliverables under this Agreement, such Affiliate and the Client shall be jointly and severally responsible for payment of all amounts owed to Company pursuant to this Agreement. Reimbursable costs include, but are not limited to, travel costs, subcontractors, materials, computer costs, telephone, copies, delivery, etc. that are attributable to a project or Service (the “Reimbursable Items”). Travel costs are defined as air travel, lodging, meals and incidentals, ground transportation, tools, and all costs associated with travel. All extraordinary travel expenses must receive Client's approval. Company shall provide to Client substantiation of Reimbursable Items incurred.
2.2 Invoicing. Invoices shall be submitted monthly by Company for payment by Client. Payment is due upon receipt and is past due 7 Days from receipt of invoice. If Client has any valid reason for disputing any portion of an invoice, Client shall so notify Company within 7 Days of receipt of invoice by Client, and if no such notification is given, the invoice shall be deemed valid. The portion of Company's invoice which is not in dispute shall be paid in accordance with the procedures set forth herein. A finance charge of 1.5% per month on the unpaid amount of an invoice, or the maximum amount allowed by law, shall be charged on past due accounts. Payments by Client shall thereafter be applied first to accrued interest and then to the principal unpaid balance. Any attorney fees, court costs, or other costs incurred in collection of delinquent accounts shall be paid by Client. If payment of invoices is not current, Company may suspend performing further work.
2.3 Taxes. All amounts payable pursuant to this Agreement are exclusive of taxes. Accordingly, there shall be added to any such amount payable by Client the monetary sum equal to any and all current and future applicable taxes, however designated, incurred as a result of or otherwise in connection with this Agreement or the Services, including without limitation state and local privilege, excise, sales, services, withholding, and use taxes and any taxes or other amounts in lieu thereof paid or payable by Client (other than taxes based on Company's net income). If Client does not pay such taxes, Company may make such payments and Client shall reimburse Company for those payments. Client shall hold Company harmless for any payments made by Client pursuant to this Section 2.3.
3. Additional Services. In the event that Company performs any services for the Client or any Affiliate other than or in addition to the Services, whether during the Term or after the Term has expired, the terms and conditions relating to such other or additional services shall be subject to the terms and conditions set forth in and by this Agreement.
4. Warranty; Disclaimer.
4.1. Company Warranty; Disclaimer. Company warrants to Client that the Services shall be performed by personnel possessing competency consistent with applicable industry standards. No other representation, express or implied, and no warranty or guarantee are included or intended in this Agreement, or in the applicable SOW, report, opinion, deliverable, work product, document or otherwise. Furthermore, no guarantee is made as to the efficacy or value of any services performed. THIS SECTION 4.1 SETS FORTH THE ONLY WARRANTIES PROVIDED BY THE COMPANY CONCERNING THE SERVICES AND RELATED WORK PRODUCT. THIS WARRANTY IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR OTHERWISE.
4.2. Client Warranty; Disclaimer. Client represents and warrants to Company that (a) Client has the power and authority to enter into and perform its obligations under this Agreement; (b) upon delivery to Company, Client Material does not and shall not contain any content, materials, link, advertising or services that actually or potentially violate any applicable law or regulation or infringe or misappropriate any proprietary, intellectual property, contract or tort right of any person; and (c) Client owns the Client Material and all proprietary or intellectual property rights therein, or has express written authorization from the owner to grant the license at Section 1.3 and authorize Company to perform the Services.
5.1. LIMITATION. COMPANY'S LIABILITY, INCLUDING BUT NOT LIMITED TO CLIENT'S CLAIMS OF CONTRIBUTIONS AND INDEMNIFICATION RELATED TO THIRD PARTY CLAIMS ARISING OUT OF SERVICES RENDERED BY COMPANY, AND FOR ANY LOSSES, INJURY OR DAMAGES TO PERSONS OR PROPERTIES OR WORK PERFORMED ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND FOR ANY OTHER CLAIM, SHALL BE LIMITED TO THE AMOUNT OF PAYMENT RECEIVED BY COMPANY FROM CLIENT FOR THE PARTICULAR SERVICE PROVIDED GIVING RISE TO THE CLAIM. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, COMPANY SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, LOST PROFITS, OR PUNITIVE DAMAGES. CLIENT AGREES TO LIMIT COMPANY'S LIABILITY TO CLIENT AND ANY OTHER THIRD PARTY FOR ANY DAMAGE ON ACCOUNT OF ANY ERROR, OMISSION OR NEGLIGENCE TO A SUM NOT TO EXCEED THE AMOUNT OF THE PAYMENT RECEIVED BY COMPANY FOR THE PARTICULAR SERVICE PROVIDED GIVING RISE TO THE CLAIM. THE LIMITATION OF LIABILITY SET FORTH HEREIN IS FOR ANY AND ALL MATTERS FOR WHICH COMPANY MAY OTHERWISE HAVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER THE CLAIM ARISES IN CONTRACT, TORT, STATUTE, OR OTHERWISE.
5.2. Remedy. Client's exclusive remedy for any claim arising out of or relating to this Agreement shall be for Company, upon receipt of written notice, either: (a) to use commercially reasonable efforts to cure, at its expense, the matter that gave rise to the claim for which Company is at fault; or (b) return to Client the fees paid by Client to Company for the particular service provided that gives rise to the claim, subject to the limitation contained in Section 5.1. Client agrees that it shall not allege that this remedy fails its essential purpose.
5.3. Survival. Sections 2, 4, 5, 6, 7 and 8 survive the expiration or termination of this Agreement for any reason.
6. Additional Agreements.
6.1. Confidentiality Agreement. Company and Client have previously, or shall as a condition concurrent to the effectiveness of this Agreement, execute a Confidentiality Agreement in the form of Schedule B (the “Confidentiality Agreement”). The obligations under the Confidentiality Agreement shall survive termination of this Agreement for any reason.
6.2. Retention of Rights to General Knowledge. Notwithstanding anything to the contrary contained in this Section 6, nothing in this Agreement shall prevent Company from using and disclosing information or know-how developed or learned in the course of its performance under this Agreement; provided, however, that this Section 6 does not authorize Company to infringe any patent or copyright of Client or disclose any confidential information or trade secrets of Client or a third party.
6.3. Project Managers. Company and Client shall each designate an individual (a “Project Manager”) who shall have the full authority to make binding decisions and provide instructions on behalf of the party who has designated such Project Manager as such party’s legal agent and representative with regard to this Agreement. Each party shall designate its Project Manager in and by the applicable SOW and either party may change its Project Manager at any time during the Term by providing notice to the other party as provided in this Agreement.
7. Term and Termination.
7.1. Term. This Agreement shall be effective as of the Effective Date and shall continue thereafter until terminated pursuant to Section 7.2 (the “Term”).
7.2. Termination of Agreement.
(a) This Agreement may be terminated by (i) either party hereto upon the failure of the other party hereto to perform any material obligation required to be performed by it hereunder which is not remedied within 15 Days of the receipt of written notice thereof; or (ii) by either party hereto upon 90 Days’ prior written notice to the other party hereto.
(b) This Agreement shall terminate automatically in the event that either party hereto shall (i) cease conducting business in the normal course; (ii) become insolvent; (iii) make a general assignment for the benefit of creditors; (iv) suffer or permit the appointment of a receiver for its business or assets; or (v) avail itself of, or become subject to, any proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership law or statute.
(c) The termination of this Agreement shall result in the automatic termination of each SOW.
7.3. Payment of Fees upon Termination. In the event of a termination of this Agreement, Client shall pay all undisputed outstanding invoices and charges to the date of termination, including non-cancelable commitments or costs incurred, and incomplete deliverables.
7.4. Return of Materials. Within 7 Days of the termination of this Agreement for any reason, and following full payment by Client of all amounts due to Company: (a) each party hereto shall return to the other all of the other’s confidential information and any other property of the other held by each for purposes of this Agreement (including any copies or duplications), and (b) Company shall provide to Client a status report with respect of the Services that were not fully performed, and such other information and materials as Client may reasonably request as necessary or helpful to Client in completing such Services or projects; provided, however, that unless this Agreement was properly terminated by Client as a result of Company’s breach, then Client shall pay for such information and materials in accordance with Company’s standard rates and practices.
8.1 Notices. All notices, communications, and deliveries made under this Agreement shall be made in writing signed by or on behalf of the party, shall specify the section of the Agreement under which it is given or made, and shall be delivered personally, by facsimile transmission, by registered or certified mail (return receipt requested), or by any courier service, with postage or other fees prepaid, as set forth on the signature page hereof. Any such notice, communication, or delivery may also be made to any other address or person designated in writing by the party. Such addresses may be changed from time to time by written notice to the other party. Any notice, communication, or delivery shall be deemed given or made (i) on the date of delivery if delivered in person or by courier service, (ii) on transmission by facsimile if receipt is confirmed by telephone, or (iii) on the 5th Day after it is mailed by registered or certified mail.
8.2 Force Majeure. Company shall not be responsible for delays or failures (including any delay by Company to make progress in the prosecution of any Services) if such delay arises out of causes beyond its control. Such causes may include, but are not restricted to, acts of God or of the public enemy, fires, floods, epidemics, riots, quarantine restrictions, strikes, freight embargoes, earthquakes, electrical outages, computer or communications failures, and severe weather, and acts or omissions of subcontractors or third parties.
8.3 Counterparts.This Agreement may be signed in multiple counterparts, each of which shall be considered an original but all of which together shall constitute one and the same instrument, and in making proof of this Agreement it is not necessary to produce or account for more than one counterpart.
8.4 Waiver. Any waiver of the terms or conditions in this Agreement may be made only by a written instrument signed and delivered by the party waiving compliance. Any waiver granted by the Company is effective only if signed and delivered by a duly authorized officer of the Company. The failure of any party at any time to require performance of any provisions of this Agreement in no manner affects the right to enforce. No waiver by any party of any term or condition, nor the breach of any term or condition contained in this Agreement, is deemed to be (a) a further or continuing waiver of the term, condition, or breach, or (b) a waiver of any other term, condition, or breach of any other term or condition.
8.5 Provisions Separable. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
8.6 Headings. The headings of paragraphs are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.
8.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without reference to any conflicts of laws provisions.
8.8 Mediation and Arbitration.If a claim, demand, disagreement, controversy, or dispute (collectively, “Dispute”) arises in connection with this Agreement or the breach thereof and if the Dispute cannot be settled through direct discussions, then the parties agree to endeavor first to settle the Dispute in an amicable manner by mediation to be held in Austin, Travis County, Texas, United States of America, administered by the American Arbitration Association under its Commercial Mediation Rules before resorting to arbitration. The mediation shall be completed within 30 Days of receipt of written demand for mediation. Thereafter, any unresolved controversy or claim relating to this Agreement or breach thereof shall be settled by binding arbitration initiated by written notice by either party to the other of the intent to arbitrate. The arbitration shall be held in Austin, Travis County, Texas, United States of America, and administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered may be entered in any court having jurisdiction. Notwithstanding any other provision of this Agreement or this Section 8.8 to the contrary, no party shall be precluded from seeking injunctive relief or a temporary restraining order before implementing procedures for mediation or arbitration, provided that such party determines in the good-faith exercise of its reasonable best judgment that it shall suffer irreparable harm or injury by any delay caused by mediation or arbitration proceedings.
8.9 Use by Third Parties. Work performed by Company pursuant to this Agreement are only for the purpose intended and may be misleading if used in another context. Client agrees not to use any documents produced under this Agreement for anything other than the intended purpose without Company's written permission. This Agreement shall, therefore, not create any rights or benefits to parties other than to Client and Company.
8.10 Binding Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company, spouses, heirs, and personal and legal representatives.
8.11 Assignment. The Agreement is not assignable or transferable by Client. This Agreement is not assignable or transferable by Company without the written consent of Client, which consent shall not be unreasonably withheld or delayed.
8.12 Construction and Certain References.When the context requires, the gender of all words used in this Agreement includes the masculine, feminine, and neuter, and the number of all words includes the singular and plural. Unless expressly stated otherwise, references to “include” or “including” mean “including, without limitation.” “Hereto,” “herein,” or “hereunder” refer to this Agreement as a whole and not to any particular Section of this Agreement. All titles and headings to Sections in this Agreement are included for convenience and ease of reference only and do not affect the meaning or interpretation of Sections of this Agreement. Unless otherwise specified, all references to specific Sections or Schedules are references to Sections and Schedules to this Agreement.
8.13 Day and Business Day Defined. As used in this Agreement, the term “Day” means a calendar day; provided, however, that, if any period of Days referred to in this Agreement shall end on a Day that is not a Business Day (defined herein), then the expiration of such period shall be automatically extended until the first succeeding Business Day. As used in this Agreement, the term “Business Day” means any Day other than a Saturday, a Sunday, or a holiday on which national banking associations in the State of Texas are closed.
8.14 Cumulative Remedies. Each and all of the several rights and remedies provided in this Agreement, or by law or in equity, shall be cumulative, and not one of them shall be exclusive of any other right or remedy, and the exercise of any one of such rights or remedies shall not be deemed a waiver of, or an election to exercise, any other such right or remedy.
8.15 Independent Counsel. Client hereby acknowledges and agrees that she has had reasonable opportunity to consult with separate counsel with respect to the matters contained herein and is not relying on any representations of any party with respect to the terms of this Agreement not otherwise contained herein. .
8.16 Joint Preparation. This Agreement shall be deemed to have been jointly prepared by the Company and Client, and the parties hereto agree that no ambiguity herein shall be construed for or against any party hereto based upon the identity of the author of this Agreement or any portion hereof.
8.17 Attorneys’ Fees. In any litigation, mediation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded its reasonable attorneys’ fees, and costs and expenses incurred.
8.18 Insecurity and Adequate Assurances. If reasonable grounds for insecurity arise with respect to Client's ability to pay for the Services in a timely fashion, Company may demand in writing adequate assurances of Client's ability to meet its payment obligations under this Agreement. Unless Client provides the assurances in a reasonable time and manner acceptable to Company, in addition to any other rights and remedies available, Client may partially or totally suspend its performance while awaiting assurances, without liability to Client.
8.19 Amendment. This Agreement may be amended, modified, superseded or canceled, and any of the terms, provisions, covenants or conditions hereof may be waived only by a written instrument executed by Client and the Company or, in the case of a waiver, by the party waiving compliance.
8.20 Entire Agreement. This Agreement (including the preamble and the recitals which shall be deemed to be substantive parts of this Agreement), the applicable SOW, and any instruments and agreement specifically referred to herein contain the entire understanding between the parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written. The express terms hereof control and supersede any course of performance inconsistent with any of the terms hereof.