COACHING AGREEMENT

THIS AGREEMENT CONTAINS DISCLAIMERS AND LIMITATIONS OF LIABILITY. PLEASE REVIEW CAREFULLY.

By clicking the check box, you (“Client”) hereby enter in the following agreement (the “Agreement”) with Gold City Ventures LLC (“Consultant”). Client and Consultant may be referred to collectively as the “Parties.” The Parties have agreed that Client would like to retain Consultant to provide business coaching services for Client, which is more fully described herein (the “Services”). The Parties agree to the following:

Services: Consultant will provide one-on-one coaching Services to Client. The coaching Services are available to cover a range of topics related to business and printables such as niching down, keyword research, product selection, the creation process, marketing, and pricing.

Consultant shall provide the Services via a 60-minute virtual coaching session (the “Session”).

Timeline: The date and time for the Session may be selected by Client via the Calendly link provided.

Session Requirements: The Sessions will be conducted via Google Meet and Consultant will provide a meeting link to Client.

Session Cancellation: To reschedule a Session, Client must provide Consultant with a minimum of twenty-four (24) hours of notice prior to the start of the Session. Client must provide the request to reschedule via the provided Calendly link. If such notification is not received by Consultant at least twenty-four (24) hours before the scheduled time, the Session will be forfeited. Please note Client may only reschedule the Session once, if Client cannot attend the rescheduled time again, the Session will be forfeited.

Consultant may reschedule a Session with notice to Client prior to the start of the Session. Consultant will reschedule with Client on a mutually agreed upon time.

Term and Termination. This Agreement shall be effective as of the date listed above and shall continue until completion of the Services as described on unless terminated earlier in accordance with the terms herein. Either party may terminate this Agreement upon fourteen (14) days’ notice to the other party. Upon termination, Client shall pay Consultant for any Services performed prior to termination within 14 days of termination.

Representations and Warranties. Consultant represents and warrants that Consultant has the full and unrestricted right, power, and authority to enter into this Agreement, perform the Services, and grant the rights granted herein.

Client represents and warrants that: (i) Client will abide by all payment and scheduling terms; (ii) Client has reviewed and is responsible for following the Etsy Seller handbook; (iii) Client has the full and unrestricted right, power, and authority to enter into this Agreement, perform the obligations herein, and grant the rights granted herein; and (iv) Client has no other agreements with any other party that would conflict with this Agreement.

Changes and Revisions. This Agreement is limited to the Services outlined. If Client requests new work or changes that are outside the original scope of the Services, Consultant will provide an estimate. Additional services may be added and charged based on agreement between Consultant and Client.

Compensation and Payment. Client shall pay Consultant 75 USD per hour for the Services in advance for the 2022 offer and 95 USD per hour in advance for other offers. Services shall not commence until such fee is paid. Consultant does not provide refunds on any amounts paid.

If any additional fees are incurred by Client, as agreed to by the Parties, Consultant will invoice Client for all such expenses. If Client has not paid its invoice or fees within 10 days of receipt date of invoice or other due date, Client agrees that it will be charged a late fee of 1% on a monthly basis until payment is received.

Failure to pay may result in temporary or permanent suspension of the Services. In the event that Consultant incurs legal fees, costs, or disbursements in an effort to collect its invoices, in addition to interest on the unpaid balance, Client agrees to reimburse Consultant for all such expenses.

Status. The Parties understand and agree that Consultant is an independent contractor, which may contract with subcontractors for completion of the Services. Neither Consultant nor Consultant’s agents shall be entitled to and waive any and all claims to any employee benefits as a result of Client’s relationship with Consultant. It is understood by the Parties that the relationship established by this Agreement is one of an independent contractor and not an employment relationship, joint venture, partnership, or otherwise. Neither party is authorized to enter contracts or agreements or create obligations on behalf of the other party to third parties unless otherwise indicated by such party, in writing.

Confidentiality. The Parties agree to hold in strict confidence and not to disclose to others or use for any purpose (other than the performance of this Agreement and Services), either before or after termination of the Agreement, any confidential or proprietary information of the other party, including, without limitation, any confidential or proprietary information that is transferred pursuant to this Agreement. Confidential and proprietary information includes, without limitation, any personal financial information, personal financial plans, technical or business information, logins, strategies, methodologies, or arrangements, or trade secrets relating to the products, systems, equipment, services, sales, research or business plans of the Parties (“Confidential Information”). Confidential information is not limited to a specific medium and can be oral, written or physical in format.

The Parties shall not disclose Confidential Information to any third party, other than the receiving party’s personnel or agents, in any form without the disclosing party’s prior written consent. The Parties shall not disclose Confidential Information to any personnel or agents without the need to know such information. Except as otherwise provided below, information shall not be considered confidential hereunder nor subject to the provisions of this section if it can be demonstrated: (i) to have been rightfully in the receiving party’s possession prior to the date of the disclosure of such information to the receiving party, if such prior possession was not otherwise subject to a restriction on disclosure; (ii) to have been in the public domain prior to the date of the disclosure of such information to the receiving party; (iii) to have become part of the public domain by publication or by any other means except an unauthorized act or omission on the part of the receiving party, or (iv) to have been supplied to the receiving party without restriction by a third party who is under no obligation to maintain such information in confidence. Confidential Information shall not be deemed to be generally available to the public or in the Parties’ possession merely because it may be embraced by a more general disclosure, or merely because it may be derived from combinations of disclosures generally available to the public or in the Parties’ possession.

Upon the disclosing party’s request, the receiving party shall return to the disclosing party any and all written or physical embodiments (including copies) of Confidential Information disclosed to the receiving party by the disclosing party which is then in the receiving party’s possession, custody or control. Such Confidential Information includes all documents or computer files, including emails, which contain or reflect the Confidential Information. The confidentiality obligations set forth in this Agreement shall survive ten (10) years after termination or expiration of the Agreement.

Intellectual Property – Consultant Materials. All original materials provided by Consultant to Client, Consultant’s trademarks, trade dress and trade secrets and any other items deemed to be Consultant’s intellectual property are owned by Consultant (the “Materials”). The Materials are provided for Client’s individual use only and may not be transferred. All Materials remain the property of Consultant. Client acknowledges that Client has no right, title, or interest in or to the Materials. Client acknowledges that Client will make no claim to any right, title, or interest in the Materials. Client further acknowledges and agrees that Consultant shall own all rights, title, and interest in or to the Materials. Client will not copy, modify, distribute, sell or lease the Materials or any part thereof. Client agrees to cooperate with Consultant, at its expense, in all further actions, which the Consultant deems necessary or desirable to confirm, register, protect or enforce Consultant’s rights in and to the Materials.

Disclaimer. The Services may discuss topics related to business. Client understands that Consultant is not providing legal or finance services of any kind. This information is not advice and should not be treated as financial or legal advice. The information provided during the Services is provided “as is” without any representations or warranties, express or implied. Consultant makes no representations or warranties in relation to any information provided during the Services.

Client must not rely on the information from the Services as an alternative to advice from a certified public accountant, licensed financial planner or attorney. There is no client relationship created from Services. Client should never delay seeking financial or legal advice, disregard financial or legal advice, or discontinue professional financial or legal services as a result of any information provided during the Services.

Consultant has made every effort to ensure that all business Services have been tested for accuracy. There is no guarantee that Client will see positive results using the techniques and materials provided by Consultant. Consultant assumes no responsibility for Client’s decisions or for policies or practices that Client implements.

Any statements related to income or earnings potential, regardless of medium, are examples of what may be possible in the future. Consultant makes no guarantees regarding results, present, or future. Consultant is not responsible for Client’s earnings, income, sales, or any other financial performance as a result of this Agreement.

Client is solely responsible for creating and implementing his/her own decisions, choices, actions and results arising out of or resulting from the Services and interactions with the Consultant. As such, the Client agrees that the Consultant is not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of the Services.

Limitation of Liability. The Services are sold “AS IS.” TO THE EXTENT ALLOWABLE BY LAW, The maximum liability of CONSULTANT, its directors, officers, employees, agents or affiliates, to Client for damages for any and all causes whatsoever, and Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the FEES PAID UNDER THIS AGREEMENT. IN NO EVENT SHALL CONSULTANT BE LIABLE FOR LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES, EVEN IF CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Indemnification. Client shall indemnify, defend, and hold Consultant harmless from and against any loss, liability, damage, or expense, including reasonable attorney’s fees, incurred or suffered by or threatened against Consultant in connection with or as a result of any claim brought by or on behalf of any third party person or entity as a result of or in connection with Consultant’s appearance or association with Client, unless such claim arises from Consultant’s acts or omissions or arises from or is related to breach of any obligation and/or warranty made by Consultant hereunder.

Force Majeure. Consultant shall not be deemed in breach of this Agreement if Consultant is

unable to fulfill the Services hereunder or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, pandemic, death, illness or incapacity or any local, state, federal, national or international law, governmental order or regulation or any event beyond Consultant’s control (collectively “Force Majeure Event”). Upon occurrence of a Force Majeure Event, Consultant shall give Client notice of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.

Choice of Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Massachusetts without regard to its conflict of laws doctrine, and applicable federal laws of the United States of America. Jurisdiction of any and all such disputes will lie in the state and federal courts sitting in Worcester County, Massachusetts. Client consents to personal jurisdiction in the state and federal courts located therein and hereby waives all defenses of lack of personal jurisdiction and forum non-conveniens.

Assignment. This Agreement shall not be transferred or assigned, in whole or in part, to any third party, in whole or in part, by Client without the express written consent of Consultant, which may be withheld in Consultant’s sole discretion.

Notice. Except as otherwise provided herein, all notices that either party is required or may desire to give the other party shall be in writing to the email address provided by Client at time of purchase and to Consultant as set forth below. Electronic mail is permissible, but will only be considered sufficient notice if the non-sending party affirmatively confirms receipt.

Address: #1017

436 Southbridge Street Suite 2

Auburn, MA 01501

Email: team@goldcityventures.com

Miscellaneous.

If any of the provisions of this Agreement is or becomes illegal, unenforceable or invalid (in whole or in part for any reason), such provision shall be enforced to the maximum extent permitted and the remainder of this Agreement shall remain in full force and effect without being impaired or invalidated in any way.
Any rights or obligations contained herein that by their nature should survive termination of the Agreement shall survive, including, but not limited to representations, warranties, intellectual property rights, indemnity obligations, and confidentiality obligations.
Any failure of either party to enforce any provision of this Agreement, or any right or remedy provided for therein, shall not be construed as a waiver, estoppel with respect to, or limitation of that party’s right to subsequently enforce and compel strict compliance or assertion of a remedy.
Each party has participated in negotiating and drafting this Agreement, such that if any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if the Parties had drafted it jointly, as opposed to being construed against a party by reason of the rule of construction that a document is to be strictly construed against the party on whose behalf of the document was prepared.
The Agreement may be executed in several counterparts, all of which taken together will constitute one single agreement between the Parties. The Parties expressly agree that with respect to this Agreement, an electronic signature or executed document which has been formatted as a Portable Document Format (PDF) and electronically exchanged shall be binding upon the Parties.
This Agreement, along with all attachments, represents a single agreement, as well as the entire agreement with respect to the subject matter. This Agreement supersedes any prior agreement between the Parties, whether written or oral, with respect to the subject matter, and may be modified or amended only by a writing signed by the party to be charged.

Last updated: April 6, 2022