Caitilin Twain Private Coaching

TERMS AND CONDITIONS

PLEASE READ CAREFULLY - THIS IS A LEGAL DOCUMENT THAT AFFECTS YOUR LEGAL RIGHTS

This agreement (“Agreement”) is made and entered into between C.Twain LLC, a New York limited liability company, and its owner, Caitilin Twain (collectively, "Coach"), and the individual or entity purchasing private coaching services (“Client”). In some cases, an entity or representative may be paying for or arranging for coaching services for the Client (“Sponsor”), in which case, all terms herein applicable to the payment and arranging of coaching services shall apply to Sponsor and all terms applicable to the individual Client receiving the coaching services shall apply to Client. By (1) clicking a box indicating acceptance, (2) executing an order form online or otherwise that references these terms and conditions, (3) executing this Agreement by signature, or (4) accessing or using the services, including free services, if any, Client agrees to the terms of this Agreement. Clientnadditionally agrees to the privacy policy found at https://www.ctwain.com/privacy-policy and the terms of service found at https://www.ctwain.com/terms-and-conditions.

The purpose of this Agreement is to set forth the details of the Parties relationship so that each are clear as to respective roles and how communication will take place so that the relationship will be positive, productive, and comfortable.

THESE TERMS AND CONDITIONS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

THEREFORE, by booking private coaching with Caitilin Twain, the Coach and the

Client hereby acknowledge and agree to the following:

1. TERMS

a. During the term of this Agreement, the Coach agrees to provide consultations in accordance with the specific services set forth in the chosen coaching package outlined in Attachment A.

b. The services to be provided by the Coach to the Client are strictly limited to coaching services as mutually agreed upon between Coach and Client. Coach provides health coaching services only, which explicitly do not constitute medical advice, therapy, counseling, or treatment. Coaching is a client-centered process that facilitates self-directed goal setting and sustainable behavior change. Client expressly acknowledges and agrees that coaching services may address specific personal projects, business matters, or general conditions in the Client’s life, health, or profession, but Coach makes no guarantees or warranties, express or implied, regarding any specific outcomes, results, or benefits from the coaching services.

c. Client acknowledges and agrees that Coach does not diagnose, prescribe, interpret medical data, treat, or cure any medical conditions, diseases, or mental health issues and is not a substitute for medical or mental health professionals, including but not limited to physicians, therapists, psychiatrists, or counselors. Client must disclose if they are currently under any form of medical, psychiatric, or specialized care prior to beginning services. Coach reserves the right to decline or terminate services if Coach determines, in Coach's sole discretion, that Client's condition requires medical or mental health treatment beyond the scope of coaching services.

d. Coach and Client agree upon the Package through which consultations, preparation, and follow-up work (if necessary) are conducted. Dates and location are chosen collaboratively and adhered to upon signing the agreement.

e. Client must provide notice of cancellation or rescheduling at least 24 hours prior to any scheduled session. Failure to provide such notice will result in forfeiture of the session and associated fees. While Client may transfer their session to another individual, such transfer must be approved in writing by Coach at least 1 hour in advance, and the substitute individual must execute this Agreement prior to receiving services. Coach reserves the right to decline any proposed session transfer in Coach's sole discretion.

2. METHODOLOGY. Coach shall, in Coach's sole discretion, employ such methodologies as Coach deems appropriate, which may include coaching or mentorship. Client agrees to actively participate in and fully engage with all methods proposed by Coach. Client expressly acknowledges and agrees that

Coach makes no representations or warranties, express or implied, regarding any outcomes, results, or benefits from the sessions or package, and that results may vary based on Client's participation and other factors outside of Coach's control.

3. PAYMENT.

a. All payments must be received by Coach prior to any scheduled session. If payment is not received, Coach reserves the right to cancel the session without further notice. Any rescheduling of cancelled sessions due to non-payment will be subject to Coach's availability.

b. Client agrees that the preferred methods of payment are Venmo, Zelle, or personal/business check. Payment instructions will be provided by Coach upon execution of this Agreement.

c. As a courtesy, Coach also accepts credit card payments, which may be processed directly or through a third-party payment processor. Client acknowledges that any fees associated with credit card transactions may be passed on to the Client. For recurring payment plans or subscription services, Client authorizes Coach to automatically charge Client’s designated payment method on a recurring basis in accordance with the payment schedule set forth in Attachment A, until such time as Client’s payment obligations are completed or the Agreement is terminated in accordance with its terms.

Client agrees to maintain valid, up-to-date payment information and sufficient funds/credit for such recurring charges. No sessions will be held until payment is made. We may use third party payment processors (“Payment Processor”) for payment services (e.g., card acceptance, merchant settlement, and related services) and to better protect your payment information. By paying for coaching services and other products or services, you agree to be bound by the applicable Payment Processor’s terms and conditions, privacy policy, and any other terms and policies and authorize us and the Payment Processor to share any information and payment instructions you provide with your Payment Provider and any other Third-Party Service provider(s) solely as required to complete your transactions. Client acknowledges that any recurring payment authorization will remain in effect until canceled in writing at least thirty (30) days prior to the next scheduled payment.

d. All payments made under this Agreement are non-refundable. Client acknowledges and agrees that they are making a commitment to the entir Package and that no full or partial refunds will be issued for any reason, including but not limited to Client's dissatisfaction, inability to attend sessions, or early termination of services.

4. DISCLAIMERS. By participating in health coaching services, Client acknowledges that Caitilin Twain is not a medical doctor, psychologist, and/or therapist, and services do not replace the care of other professionals. Health coaching is in no way to be construed or substituted as psychological counseling or any other type of therapy or advice.

The Coach may provide the Client with information relating to products that the Coach believes might benefit the Client, but such information is not to be taken as an endorsement. The Coach may make dietary and/or lifestyle suggestions, but these are wholly the Client’s responsibility and choice on whether to implement such changes. The Coach is not responsible for any adverse effects or consequences that may result, either directly or indirectly, from any information or coaching provided.

The Coach may provide Client with third-party recommendations for such services as health, physical therapy, lifestyle, or other related services. Client agrees that these are only recommendations and the Coach will not be held liable for the services provided by any third-party to the Client. The Coach is not responsible for any adverse effects or consequences that may result, either directly or indirectly, from any information or services provided by a third-party.

Any testimonials or examples shown through Coach’s website, programs, and/or services are only examples of what may be possible for Client. There can be no assurance as to any particular outcome based on the use of Coach’s programs and/or services. Client acknowledges that Coach has not and does not make any representations as to the future result that may be derived as a consequence of the use of Coach’s website, programs, products, or services.

Client understands that coaching is, at present, an unregulated industry and that Coach is not licensed by any state for such coaching services. Client understands that all comments and ideas offered by Coach are solely for the purpose of aiding Client in achieving Client’s defined goals. Client acknowledges that Client has the ability to give informed consent, and hereby gives such consent to Coach to assist Client in achieving such goals.

5. CONFIDENTIALITY. This Agreement is considered a mutual non-disclosure agreement. Both Parties agree not to disclose, reveal or make use of any information learned by either party during discussions, coaching sessions, or otherwise. Client acknowledges that Coach may share confidential information or coaching sessions with Coach’s contractors or representatives solely for the purpose of fulfilling the obligations of this Agreement.

Confidential Information includes, but is not limited to, information disclosed in connection with this Agreement, and shall not include information rightfully obtained from a third party. Both Parties shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information. The obligation of the Parties hereunder to hold the information confidential does not apply to information that is subsequently acquired by either Party from a third party who has a bona fide right to make such information available without restriction. Both Parties agree that any and all Confidential Information learned as of the date of purchase shall survive the termination, revocation, or expiration of this Agreement.

6. RECORDING OF CALLS/ZOOM SESSIONS. Client acknowledges that calls may be recorded for purposes of fulfilling this Agreement. The sharing of any portion of the recording shall be done only with the prior written consent of both parties. Client understands that the use of technology is not always secure and Client accepts the risks of confidentiality in the use of email, text, phone, Zoom and other technology.

7. INTELLECTUAL PROPERTY RIGHTS. In respect of the documents specifically created for the Client as part of this Agreement, the Coach maintains all of the copyright, other intellectual property rights, and any other data or material used or subsisting in the Material whether finished or unfinished. Client receives one license for the personal use of any content provided by the Coach. Nothing in this Agreement shall transfer ownership of or rights to any intellectual property of the Coach to the Client, nor grant any right or license other than those stated in this Agreement. For the purposes of this Clause, “Material” shall mean the materials, in whatever form, used by the Coach to provide the Services and the products, systems, programs, or processes, produced by the Coach pursuant to this Agreement.

8. DISCLAIMER OF WARRANTIES. THE SERVICES PROVIDED TO THE CLIENT BY THE COACH UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS EXPRESS, IMPLIED, OR STATUTORY; INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION. Client shall indemnify, defend, and hold harmless Coach, its affiliates, contractors, current and former employees, representatives, successors, and agents, from and against any and all claims, including third party claims, demands, loss, damage, liability, or expense (including attorney’s fees) relating to a) the negligence, recklessness, or willful misconduct of the Client or any party under direction or control of the Client, b) a material breach of this Agreement by the Client, or c) the damage, loss, or destruction of any property, profit, or revenue (both real or imagined) of Coach, or its clients.

Client hereby releases, waives, acquits and forever discharges Coach, any agents, successors, assigns, personal representatives, executors, heirs and employees from every claim, suit action, demand or right to compensation for damages Client may claim to have or that Client may have arising out of acts or omissions by myself or by Coach as a result of the advice given by Coach or otherwise resulting from the coaching relationship contemplated by this Agreement. Client further declares and represents that no promise, inducement or agreement not expressed in this Agreement has been made to Client to execute this Agreement. This Agreement shall bind Client’s heirs, executors, personal representatives, successors, assigns, and agents. Client will reimburse each indemnified party on an as incurred and current basis in advance of the final resolution of any such claim, within thirty (30) days of each demand for reimbursement, for any and all costs, liabilities, expenses, fees, fines, professional fees and other amounts paid or incurred such indemnified party in connection with the foregoing indemnity.

10. NON-DISPARAGEMENT. The Parties agree and accept that the only venue for resolving a dispute shall be in the venue set forth hereinbelow. The Parties agree that they neither will engage in any conduct or communications with a third party, public or private, designed to disparage the other. Neither Client nor any of Client’s associates, employees, or affiliates will directly or indirectly, in any capacity or manner, make, express, transmit speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statements of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the Coach or any of its programs, affiliates, subsidiaries, employees, agents or representatives.

11. DISPUTE RESOLUTION. If a dispute is not resolved first by good-faith negotiation between the parties to this Agreement, any controversy or dispute to this Agreement will be submitted to the American Arbitration Association. The arbitration shall occur within ninety (90) days from the date of the initial arbitration demand and shall take place in Albany, NY, or via telephone. The Parties shall cooperate in exchanging and expediting discovery as part of the arbitration process and shall cooperate with each other to ensure that the arbitration process is completed within the ninety (90) day period. The written decision of the arbitrators (which will provide for the payment of costs, including attorneys’ fees) will be absolutely binding and conclusive and not subject to judicial review and may be entered and enforced in any court of proper jurisdiction, either as a judgment of law or decree in equity, as circumstances may indicate.

12. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, regardless of the conflict of laws principles thereof.

13. GOOD FAITH. Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

14. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties and supersedes all prior agreements between the parties, whether written or oral. No representations, inducements, promises, or agreements which are not embodied herein shall be of any force or effect. This Agreement may not be modified, amended, varied, waived, explained, added to, extended, or changed in any way, except by a written instrument executed by a person authorized to execute such an instrument on behalf of both the Client and the Coach.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the dates set forth below, to be effective as of the latest date signed below.

CLIENT: COACH: C.Twain LLC

By: By:

Name: Name:

Date: Date:

ATTACHMENT A

Private 1:1 Sessions 

•  Initial Consult - $400 – 90 min with Caitilin Twain (in person NYC or remote), intake questionnaire, assessment report, customized plan, personalized recommendations, lifetime portal access
•  Single Session $325 – 60 minutes 5-Pack (New Rate) $1500 – 5 x 60 minutes (expires in 2 months), includes full plan and lifetime access
•  5-Pack (Student Offer) $1250 – Up to 5 x 5-packs available at $250/session before rate change
•  10-Pack (30-min slots) $1650 – 10 sessions in 30-minute increments

*Includes Access to monthly membership and all standard offerings listed on website

Premium Concierge Offering 

Price: $12,000 per quarter

Includes Membership - Full access to monthly membership benefits

Includes 1:1 Package - All features from Private 1:1 Sessions package

Weekly Access - Up to 2 hours/week, available in 15-minute increments; may include customized recorded content

Health Tracking - Assistance tracking metrics from wearables, HeartMath®, and organizing labs/medical visits

Medical Coordination - Optional coordination with client's medical team

HeartMath® is a registered trademark of Quantum Intech, Inc. (dba HeartMath, Inc.) For all other HeartMath trademarks go to www.heartmath.com/trademarks.