Effective Date: February 19, 2026 

THRIVEWISE COACHING PROFESSIONAL SERVICES AGREEMENT

Coach and Client are collectively referred to herein as the "Parties" and individually as a "Party."

1. AGREEMENT TO TERMS AND ENGAGEMENT

1.1 Acceptance of Terms 

By checking the box in the ThriveWise Coaching online scheduling and payment system, the Client confirms that they have read, understand, and agree to be bound by the terms of this Coaching Agreement. The Client acknowledges that checking this box constitutes their voluntary consent to these terms before purchasing or scheduling any coaching services.

1.2 Coaching Relationship 

Coach agrees to provide professional coaching services to Client as described in this Agreement. The coaching relationship is a professional partnership designed to support the Client in achieving personal and professional goals through a client-centered, evidence-based process that facilitates sustainable behavior change and goal attainment.

2. SCOPE OF SERVICES AND PROFESSIONAL STANDARDS

2.1 Nature of Coaching Services 

Coaching is a collaborative, client-centered partnership that supports individuals in achieving their health, wellness, and professional goals through evidence-based techniques including but not limited to: goal clarification and setting; action planning and accountability; exploration of values, beliefs, and motivations; development of strategies for sustainable behavior change; mindfulness and awareness practices; support for work-life integration and stress management; executive presence and leadership development (where applicable); and sports psychology and performance optimization techniques (where applicable).

2.2 Explicit Scope Limitations 

Coaching is NOT therapy, psychological counseling, medical advice, mental health treatment, financial planning, legal advice, or a substitute for professional medical, mental health, legal, or financial services. Coach does not diagnose, treat, or cure any mental or physical disorder or disease. Client understands and agrees that they are solely responsible for seeking evaluation, diagnosis, and treatment from a licensed medical, mental health, legal, or financial professional if they have or develop concerns in those areas.

2.4 Referral to Other Professionals 

If at any time Coach reasonably believes that Client would benefit from services outside Coach's scope of practice, Coach will discuss this with Client and may recommend that Client consult with appropriate licensed professionals, including but not limited to physicians, psychologists, therapists, psychiatrists, attorneys, or financial advisors.

3. CLIENT RESPONSIBILITIES AND REPRESENTATIONS

3.1 Active Participation 

Client agrees to actively participate in the coaching process, including attending scheduled sessions punctually and prepared, completing agreed-upon actions between sessions, communicating openly and honestly with Coach, providing timely feedback regarding progress and challenges, and taking full responsibility for decisions and actions taken as a result of coaching.

3.2 Health Stability Requirement 

Client represents and warrants that they are physically and mentally stable and capable of participating in coaching services. Client agrees to inform Coach of any physical or mental health conditions that may impact coaching, maintain regular care with appropriate healthcare providers, notify Coach immediately if health status changes significantly during the coaching relationship, and seek appropriate medical, psychological, or psychiatric care if needed.

3.3 Insurance Recommendation 

Client is strongly encouraged to maintain appropriate health insurance coverage. Coach recommends that Client verify that their health insurance policy is current and provides adequate coverage for any health-related needs that may arise during the coaching engagement. Client is solely responsible for managing their own healthcare, including any insurance coverage they deem appropriate. Coach does not provide medical care or advice.

3.4 Personal Responsibility 

Client acknowledges and agrees that Client is solely responsible for creating and implementing their own physical, mental, emotional, and behavioral choices, decisions, and actions; Coach's role is to support, guide, and facilitate, not to direct or make decisions for Client; results from coaching cannot be guaranteed and vary based on individual commitment and circumstances; and Client will not hold Coach liable for any outcomes, decisions, or actions taken during or as a result of coaching.

4. CONFIDENTIALITY AND PRIVACY

4.1 General Confidentiality 

Coach agrees to maintain the confidentiality of all information disclosed by Client during coaching sessions and related communications, subject to the exceptions noted in Section 4.3. Coach will not share Client information with third parties without Client's express written consent.

4.2 Group Coaching Confidentiality 

For group coaching programs, all participants are expected to maintain confidentiality regarding personal information shared by other group members, stories, experiences, and disclosures made within the group setting, and the identity of other participants. While Coach will take reasonable steps to establish confidentiality norms within group settings, Coach cannot guarantee that other group participants will maintain confidentiality. Client acknowledges and accepts this limitation when participating in group coaching.

4.3 Exceptions to Confidentiality 

Coach may disclose confidential information without Client's consent when required by law or court order; when Coach reasonably believes disclosure is necessary to prevent imminent harm to Client or others; when Client provides written authorization for specific disclosure; as necessary to defend Coach in legal or ethical proceedings brought by or against Client; or to comply with professional ethical obligations under NBHWC or ICF standards.

4.4 Electronic Communications Security 

Coach utilizes electronic platforms for scheduling, communication, and virtual coaching sessions (including but not limited to Acuity Scheduling, Zoom, email, and other digital tools). While Coach employs commercially reasonable security measures, Client acknowledges that no electronic communication method is completely secure or confidential; electronic communications may be subject to interception, unauthorized access, or technical failure; Client assumes risk associated with electronic communication and virtual sessions; and Client is responsible for maintaining the security of their own devices and accounts.

4.5 Records Retention 

Coach will maintain basic coaching records (such as session dates, agreements, and payment history) for a reasonable period of time for business and legal purposes, generally not less than three (3) years after the conclusion of the coaching relationship, unless a longer period is required by applicable law.

5. FEES, PAYMENT TERMS, AND CANCELLATION POLICY

5.1 Fees and Payment 

Fees for coaching and payment is due prior to or at the time services are rendered; accepted payment methods include credit card, debit card, bank transfer, or other methods as agreed; late payments may be subject to a late fee of 1.5% per month or the maximum rate permitted by law, whichever is less; and continued services are contingent upon current payment status.

5.2 Rate Increases 

Coach reserves the right to increase fees for coaching services with thirty (30) days' written notice to Client. Notice may be provided via email, through the scheduling platform, or by other written communication method. Rate increases apply to sessions scheduled after the notice period expires. Current clients will be offered a grace period for existing package commitments at the original rate, as specified in the notice.

5.3 Cancellation and Rescheduling Policy 

Client must provide at least twenty-four (24) hours' advance notice to cancel or reschedule a session. Cancellation or rescheduling notice may be provided through any of the following methods: through the Acuity Scheduling platform; by email to Coach's designated email address; by telephone or text message to Coach's designated phone number; or through any other communication method confirmed by Coach in writing. Cancellations or rescheduling requests made with less than twenty-four (24) hours' notice will result in forfeiture of that session, and Client will be charged the full session fee. Sessions canceled with appropriate notice may be rescheduled subject to Coach's availability.

5.4 No-Show Policy 

Failure to attend a scheduled session without prior cancellation notice constitutes a no-show and will result in forfeiture of that session with full payment due.

5.5 Coach-Initiated Cancellation 

If Coach must cancel a session, Coach will make reasonable efforts to provide advance notice and will reschedule the session at a mutually convenient time at no additional charge to Client. No fees will be charged for Coach-initiated cancellations.

5.6 Session Expiration 

All prepaid sessions, packages, or coaching programs must be used within six (6) months from the date of purchase unless otherwise specified in writing by the client and coach. Sessions not used within this timeframe will expire without refund or credit. Extensions may be granted at Coach's sole discretion in cases of documented medical emergency, military deployment, or other extraordinary circumstances.

5.7 Refund Policy 

Coaching services are provided on a session-by-session or program basis. All sales are final once services have begun, and no refunds will be issued for services rendered, missed sessions, or partially attended programs. Refund requests for unused sessions or programs must be submitted in writing within seven (7) days of the original purchase date. After this seven (7) day period, no refunds will be issued under any circumstances. No refunds will be offered once any part of the service or program has commenced, regardless of attendance, except in documented emergency cases at Coach’s discretion. Approved refunds may be subject to a transaction or administrative fee of up to fifty percent (50%) of the amount paid. For group programs and memberships, enrollment is nonrefundable and non-transferable after the seven (7) day window from purchase, and any payment plans, once initiated, must be paid in full regardless of attendance or participation.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Coach's Proprietary Materials 

All materials, content, methodologies, tools, assessments, worksheets, handouts, recordings, and other coaching resources provided by Coach (collectively, "Coach Materials") are the exclusive intellectual property of Coach and are protected by copyright, trademark, and other intellectual property laws.

6.2 Limited License to Client 

Coach grants Client a limited, non-exclusive, non-transferable, revocable license to use Coach Materials solely for Client's personal use in connection with the coaching services. Client may not reproduce, distribute, publicly display, or create derivative works from Coach Materials; use Coach Materials for commercial purposes; share, sell, license, or transfer Coach Materials to third parties; or remove or alter any copyright, trademark, or proprietary notices on Coach Materials.

6.3 Client-Created Materials 

Client retains ownership of any personal materials, documents, or content created independently by Client. However, any materials created collaboratively during coaching sessions or incorporating the Coach's methodologies remain subject to the Coach's intellectual property rights.

6.4 Third-Party Materials 

Coach may provide access to third-party resources, including books, articles, assessments, or online tools. Such materials remain the property of their respective owners and are subject to applicable third-party terms of use and intellectual property protections.

7. RECORDING, TESTIMONIALS, AND PUBLICITY

7.1 Prohibition on Recording 

Client may not record coaching sessions (audio or video) without Coach's express prior written consent. Unauthorized recording of sessions constitutes a material breach of this Agreement and may result in immediate termination of the coaching relationship.

7.2 Coach's Recording Rights 

Coach may record sessions for quality assurance, training, supervision, or professional development purposes only with Client's advance written consent. Recordings will be maintained confidentially and in accordance with Section 4 (Confidentiality) of this Agreement.

7.3 Testimonial Rights and Opt-Out 

Coach may request Client's permission to use Client testimonials, success stories, or feedback for marketing and promotional purposes. Client consent will be obtained through a separate written authorization specifying the specific testimonial or content to be used, the media and platforms where the testimonial may appear, and whether Client's name, image, or identifying information will be included. Client may opt out of providing testimonials or may revoke previously granted consent by providing written notice to Coach. Coach will honor opt-out requests within thirty (30) days and will remove Client testimonials from Coach-controlled platforms. Coach cannot remove testimonials from third-party platforms outside Coach's control.

7.4 General Marketing 

Coach may reference the number of clients served, general success metrics, and anonymized case studies in marketing materials without Client's specific consent, provided no personally identifiable information is disclosed.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION

8.1 Limitation of Liability

To the maximum extent permitted by North Carolina law, Coach’s total liability to Client for any and all claims arising out of or related to this Agreement or the coaching services provided hereunder, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by Client to Coach during the six (6) months immediately preceding the event giving rise to liability. Coach and its affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from or related to the use or application of coaching sessions or materials. For the avoidance of doubt, where coaching services are delivered by coaches operating as independent contractors under the ThriveWise Coaching brand, each such coach is individually responsible for their own professional conduct, and ThriveWise Coaching shall not be liable for any intentional misconduct, harassment, abuse, or other inappropriate behavior by an individual coach, except to the extent caused by ThriveWise Coaching’s own gross negligence or willful misconduct.

8.2 Disclaimer of Warranties

Coaching services are provided “as is” without warranty of any kind. Coach makes no warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Coach does not warrant or guarantee any specific results or outcomes from coaching services, and coaching does not replace therapy, medical care, or mental health treatment.

8.3 Indemnification by Client

Client agrees to indemnify, defend, and hold harmless Coach and its affiliates from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: Client’s breach of this Agreement; Client’s misrepresentation of health status or other material facts; Client’s decisions, actions, or conduct during or resulting from coaching; Client’s violation of any applicable laws or regulations; and claims by third parties arising from Client’s participation in or application of the coaching services.

8.4 No Liability for Client Decisions

Client expressly acknowledges that Client is solely responsible for their physical, emotional, and financial well-being, and that Coach is not liable for any decisions, actions, or outcomes resulting from coaching. Client assumes full responsibility for all choices made during and after the coaching relationship and agrees to hold Coach harmless from any legal claims or disputes arising from Client’s coaching experience.

8.5 Coach Misconduct and Client Remedies

ThriveWise Coaching is committed to providing a safe and respectful coaching environment. If Client ever experiences conduct by a coach that feels inappropriate, unsafe, or inconsistent with this Agreement, Client agrees to stop the session and notify ThriveWise Coaching (johnna@ThriveWiseCaoch.com) as soon as reasonably possible. ThriveWise Coaching will review the concern in good faith and may, in its discretion, reassign Client to another coach, pause or terminate services, and/or provide information about how to report the conduct to appropriate authorities or professional bodies. Nothing in this Agreement limits Client’s right to seek legal remedies or to make good‑faith reports to law enforcement, regulatory agencies, or licensing boards.

9. TERM, TERMINATION, AND SURVIVAL

9.1 Termination by Either Party 

Either Party may terminate this Agreement at any time by providing fourteen (14) days' written notice to the other Party. Written notice may be provided via email, certified mail, or other written communication method.

9.3 Immediate Termination by Coach 

Coach reserves the right to terminate this Agreement immediately, without prior notice, if Client engages in abusive, threatening, or harassing behavior toward Coach, ThriveWise Coaching, or any of its owners, employees, contractors, or representatives (including in verbal, written, or online communications); Client materially breaches this Agreement and fails to cure within seven (7) days of written notice; Client's health status changes such that continued coaching is inappropriate or unsafe; Client fails to make timely payment for services; or Coach reasonably determines that the coaching relationship is no longer productive or appropriate. In the event of concerns regarding a coach’s professional conduct, ThriveWise Coaching may, in its discretion, reassign the Client to another coach or terminate this Agreement and refund any unused prepaid sessions as its sole and exclusive remedy.

9.4 Effect of Termination 

Upon termination, Client remains responsible for payment of all fees for services rendered through the termination date; no refunds will be issued for unused prepaid sessions unless otherwise specified and agreed upon in writing by both the client and the coach; all confidentiality obligations under Section 4 survive termination indefinitely; Client must immediately cease use of all Coach Materials; and any outstanding balances become immediately due and payable.

9.5 Survival 

The following provisions survive termination or expiration of this Agreement: Section 4 (Confidentiality), Section 6 (Intellectual Property), Section 7 (Recording and Testimonials), Section 8 (Limitation of Liability and Indemnification), Section 10 (Force Majeure), Section 11 (Dispute Resolution), and Section 12 (General Provisions).

10. FORCE MAJEURE

10.1 Force Majeure Events

Neither Party shall be liable for any failure or delay in performing obligations under this Agreement when such failure or delay is due to circumstances beyond that Party’s reasonable control, including but not limited to: acts of God (earthquake, flood, fire, storm, natural disaster); war, invasion, terrorism, or civil unrest; government orders, laws, regulations, or actions; public health emergencies, epidemics, or pandemics; labor disputes or strikes (not involving the Party’s own employees); failure or disruption of public utilities, internet, or telecommunications services; or acts of third parties beyond the Party’s control (each, a “Force Majeure Event”).

10.2 Effect on Services and Payment

During a Force Majeure Event affecting Coach, Coach’s obligation to provide in-person or live services under this Agreement shall be suspended for the duration of the event and, where reasonably possible, services will be provided in an alternative format (for example, rescheduled dates, virtual sessions, or adjusted delivery methods). Client’s payment obligations for services already rendered and for any noncancelable program commitments shall not be excused by a Force Majeure Event. Amounts paid by Client are nonrefundable but will be applied as a credit toward rescheduled or alternative services as described in this Section 10.

10.3 Credits in Lieu of Refunds

If a Force Majeure Event prevents Coach from delivering scheduled services as originally planned, Coach will:

a) Offer Client one or more rescheduled dates for the affected sessions or program components; and/or

b) Provide Client with a service credit equal to the value of the undelivered portion of the services, to be used for future coaching services or programs within twelve (12) months (or such other period as specified by Coach in writing).

Service credits are nonrefundable and non-transferable but may be applied to any eligible ThriveWise Coaching service offered by Coach during the credit period.

10.4 Extended Force Majeure

If a Force Majeure Event affecting Coach continues for more than sixty (60) consecutive days such that services cannot reasonably be delivered in any format, either Party may terminate the affected portion of this Agreement upon written notice. In such a case, Client shall remain responsible for payment of all fees for services already rendered and any amounts applied as nonrefundable deposits. Any prepaid amounts for undelivered services will be maintained as service credits in accordance with Section 10.3, and no cash refunds will be issued.

10.5 Notice and Mitigation

The Party affected by a Force Majeure Event shall notify the other Party as soon as reasonably practicable, provide reasonable details of the Force Majeure Event and expected duration of impact, and use commercially reasonable efforts to mitigate the effects of the event and resume performance, including offering alternative service formats or schedules where feasible.

11. DISPUTE RESOLUTION AND GOVERNING LAW

11.1 Good Faith Negotiation 

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the Parties agree to first attempt to resolve the matter through good faith negotiation. Either Party may initiate negotiations by providing written notice of the dispute to the other Party.

11.2 Mediation 

If the Parties cannot resolve the dispute through negotiation within thirty (30) days, the Parties agree to participate in mediation before a mutually agreed-upon mediator in Charlotte, North Carolina. The costs of mediation shall be shared equally by the Parties unless otherwise agreed.

11.3 Litigation 

If mediation does not resolve the dispute within sixty (60) days of initiation, either Party may pursue litigation. Any legal action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Mecklenburg County, North Carolina, and the Parties consent to the personal jurisdiction of such courts.

11.4 Governing Law 

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of law principles.

11.5 Attorneys’ Fees and Costs

Each Party shall be solely responsible for its own attorneys’ fees, expert fees, and costs in connection with any dispute, claim, mediation, or litigation arising out of or relating to this Agreement, regardless of which Party prevails. Client expressly waives any right to recover attorneys’ fees or costs from Coach.

12. GENERAL PROVISIONS

12.1 Entire Agreement 

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

12.2 Amendments 

This Agreement may be amended or modified only by a written instrument signed by both Parties. No oral modifications or amendments are valid or binding.

12.3 Waiver 

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is sought to be enforced. No waiver of any breach or default shall constitute a waiver of any subsequent breach or default.

12.4 Severability 

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, the provision shall be severed from this Agreement. The remaining provisions shall remain in full force and effect.

12.5 Assignment 

Client may not assign, transfer, or delegate any rights or obligations under this Agreement without Coach's prior written consent. Coach may assign this Agreement to a successor entity or in connection with a sale of Coach's business with notice to Client.

12.6 Notices 

All notices required or permitted under this Agreement shall be in writing and delivered via email to the email addresses set forth in the preamble of this Agreement; certified mail, return receipt requested, to the addresses set forth in the preamble; or through the client portal or scheduling platform designated by Coach. Notices are deemed received upon email confirmation, three (3) business days after mailing, or upon confirmed receipt through digital platform.

12.7 Independent Contractor 

Coach is an independent contractor and not an employee, agent, or partner of Client. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship.

12.8 Headings 

Headings and captions are for convenience only and do not affect the interpretation of this Agreement.

12.9 No Third-Party Beneficiaries 

This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing in this Agreement creates any third-party beneficiary rights.

13. ACKNOWLEDGMENT AND CONSENT

Client acknowledges that: Client has read and understood this entire Agreement, including all terms and conditions; Client has had the opportunity to ask questions and seek independent legal advice regarding this Agreement; Client voluntarily enters into this coaching relationship with full understanding of its nature, scope, and limitations; Client understands that coaching is not therapy, medical treatment, or a substitute for professional healthcare, legal, or financial services; Client agrees to take full responsibility for their own decisions, actions, and outcomes during and after coaching; Client consents to the fees, payment terms, cancellation policies, and all other terms set forth herein; Client understands and accepts the confidentiality provisions, including limitations on confidentiality in group coaching settings; Client understands their rights regarding recording prohibitions and testimonial opt-out; Client acknowledges the limitation of liability and indemnification provisions; and Client understands that this Agreement is governed by North Carolina law.