1. Program Outline

A. Client agrees and understands that the Program is a one(1) month coaching engagement designed by Coach to provide coaching, mentoring, and support services ("the Services") to support the Client in achieving growth within themselves and their career or business. Sessions will be delivered by Elizabeth Ruscitto or a qualified assistant coach with the necessary experience and skill to deliver the session adequately.

B. Client acknowledges that he/she/they have read the Program Outline Addendum and conducted any additional research necessary to feel Client understands what is being provided in the Program as well as what is not included. Client agrees to be bound by the terms and conditions outlined herein.

C. Client understands the Program is a completely virtual, online-only experience and Client will need an internet connection, computer or adequate mobile device, as well as various programs or software to adequately participate. Client also understands that all virtual calls, trainings, and meetings conducted via virtual platforms such as Zoom may be recorded and uploaded into the members' area, and/or shared with current or future students. By signing this Agreement, Client expressly consents to the recording and sharing of all Zoom sessions.

D. Client must be 18 years of age to enter into this Agreement.

E. Additional Services. In addition to the deliverables outlined below in the Program Outline Addendum, Client may also receive access to additional support services, if offered. Coach shall use reasonable endeavors to respond to additional support services within 48 hours, as long as Coach has been properly notified. Should Client request any additional contact or services beyond that which is offered in the Program, such services shall be considered in addition to the Program and will be agreed upon in writing and invoiced separately.

F. Coach reserves the right to make amendments, revisions, or changes to the Program or cancel, amend, change, or reschedule any part of the Program as is reasonably required. Coach shall not be liable to the Client for any changes or cancellations that are made, as long as reasonable alternative services are offered such that Client receives the services offered at the time of purchase, with reasonable similarity, or suitable alternatives.

2. Confidentiality

A. This Agreement is considered a mutual non-disclosure agreement, meaning both Client and Coach agree not to disclose, reveal, or make use of any confidential information learned by either party during discussions, coaching sessions, calls, emails, or otherwise. Such "Confidential Information" includes, but is not limited to, coaching strategies, proprietary methods of the Program, plans or outlines for future programs or packages, information contained in documents or any other original work created by Coach, and any and all other intellectual property.

B. Client and Coach agree that the responsibility to refrain from disclosing or sharing any and all Confidential Information learned as a result of the Program shall survive the expiration of this Agreement and Coach's services.

C. Client will keep any username and password required to access the Program strictly confidential and is forbidden from sharing such information with any third party. Client is responsible for all usage that occurs under his/her account, regardless of whether it was Client personally taking the actions. Third-party platforms including but not limited to email, Slack, Voxer, Zoom, and other communication tools may be used during the Program in order to communicate with Client and deliver services as outlined here.

3. Payment and Payment Plans

A. The Client is committed to pay in full, a one-time payment of $1,410 USD, or utilize Coach's payment plan options:

● 2 bi-weekly payments of 705 USD (total: $1,410)

Coach may also permit additional payment plans on a case-by-case basis, in writing, for individual clients.

B. Client agrees to render payment via Stripe, ACH, Venmo, PayPal, or any other method approved by Coach. Client understands he/she/they are responsible for the full payment and agrees to pay the sum requested. Client will not gain access to materials within the Program until payment in full is received, or until the initial payment in a payment plan has been received and cleared.

C. If Client elects to purchase the Program via a payment plan, Client understands and agrees his/her/their payment information will be saved following the initial payment, and all subsequent payments will be automatically deducted. By confirming agreement to these terms, Client also confirms agreement to this automatic payment deduction until Client has completed the payment plan as outlined.

D. Should Client fail to make timely payments, or if payments are not able to be processed, Client understands: (1) If Client is more than seven (7) days late on any payment, Client may be removed from the Program and access to all benefits unless and until the account is made current, and (2) a late fee of $50 USD will attach to Client's invoice. If at any time Client's outstanding balance is over thirty (30) days overdue, Coach shall be entitled to instruct a collections agent or attorney to seek recovery of the balance owed, along with interest and any costs incurred.

Should Client be permanently removed from the Program due to delinquent payments (or for any other reason, as outlined below), Client understands he/she/they are not entitled to a refund of funds already issued, and it is up to the sole discretion of Coach whether Client is to have continued access to any materials made available during the Program.

4. Refund Policy

A. Coach is not able to offer refunds once Client has purchased the Program. Client understands this provision and agrees that he/she is not entitled to a refund once payment has been issued, nor is Client eligible to cease payments for any reason prior to completing the agreed upon payment plan. The entire amount as outlined above is Client's responsibility. Should Client become dissatisfied with the Program, or otherwise wish to discontinue participation, Client understands this is not a valid basis for failing to complete the payment plan, and that Client is responsible to complete payment in full regardless of participation in the Program.

B. Client further agrees and understands that changing his/her mind about the Program, failing to follow through, not experiencing the results he/she expected or desired, or experiencing any other similar situations does not entitle him/her to a refund.

C. It is your responsibility to bring up any concerns you may have immediately. Elizabeth will do her absolute best to run this program in a way that works best for you. However, if you do not address your concerns, Elizabeth cannot do her best to resolve them.

D. In the event an unforeseen or unexpected event arises that prevents Coach from delivering the Program as set out within this Agreement, Client may be entitled to a partial refund of amounts actually paid and not yet earned, based on a pro-rata calculation taking into account resources, materials, and sessions already provided and number of sessions remaining. The decision to offer a refund in such circumstances is at the sole discretion of Coach.

5. Termination

A. Coach is committed to providing all Program participants with a positive experience. By purchasing the Program, Client agrees that Coach may, at her sole discretion, terminate this Agreement and limit, suspend, or terminate Client's participation without refund or forgiveness of any remaining monthly payments, if Client: fails to pay any portion of the payments as agreed, becomes disruptive or difficult to work with, acts in a way which causes offense or distress, fails to follow Program guidelines, acts inappropriately toward Coach or Coach's team, or breaches these terms in any way.

B. This Agreement may be terminated by either party providing written notice in the following circumstances: (1) either party commits a material breach that is not cured within fourteen (14) days; or (2) either party commits a material breach that is incapable of being remedied.

C. Upon termination for any reason, Client's access to the Program and any online resources will be removed, unless expressly agreed otherwise. Coach will not be liable to Client for any claims relating to the removal of that access.

D. Should Client be removed from the Program for any such cause, Client is not relieved of his/her/their obligations under the payment plan and agrees he/she will remain responsible for completing the payments as agreed upon, unless otherwise directed by Coach.

E. Client may terminate this Agreement at any time by issuing a written notice to Coach. Any termination by Client will not relieve Client of his/her financial obligations. Client will still be responsible for completing any and all remaining payments and will not be entitled to a refund for any funds paid.

6. Disclaimer: Not Medical or Professional Advice

A. The purpose and goal of the Program is to provide Client with coaching and mentoring services. Client is paying for Coach's opinions, education, support, guidance, and information only. The Program and content contained within is not to be considered business, financial, legal, or medical advice.

B. The Program may include general suggestions regarding career strategy and professional development; such suggestions are not personalized recommendations and do not constitute health, business, or medical advice. Coach is not responsible for any decision Client may make to implement something mentioned within the Program.

C. The information contained in or made available through the Program cannot replace or substitute for the services of trained professionals in any field, including, but not limited to, financial, medical, psychological, therapeutic, or legal matters. Client should regularly consult a doctor in all matters relating to physical or mental health. Neither Coach nor any affiliates will be liable for any direct, indirect, consequential, special, exemplary, or other damages that may result, including but not limited to economic loss, injury, illness, or death.

D. Elizabeth explicitly states that while serving in the role of a Coach, she is not, nor is she holding herself out to be, a lawyer, accountant, therapist, counselor, or any other kind of professional at any time before, during, or after your program.

7. No Guarantees / Earnings Disclaimer

A. Coach cannot guarantee results of the Program and cannot make any representations or guarantees regarding individual results. Client will hold Coach harmless if he/she/they do not experience the desired results. All services provided by Coach are provided on an "as is" basis, without any guarantees, representations, or warranties, including but not limited to warranties relating to quality, fitness for a particular purpose, or merchantability.

B. Any earnings and/or income representations made by Coach are aspirational statements of potential. The success of Coach, testimonials, and other examples used are exceptional, non-typical results and are not intended to be a guarantee that Client will achieve the same results. Individual results will always vary and will depend entirely on Client's individual capacity, work ethic, experience, level of motivation, diligence, the economy, and other factors.

C. Client confirms he/she/they understand and agree Program results may vary and will be based on Client's individual capacity, experience, expertise, and level of desire. There are no guarantees concerning the level of success Client may experience. The testimonials and examples used do not necessarily apply to the average purchaser.

D. In the event Client has any concerns as to Coach's delivery of the Program in any way, Client agrees to notify Coach by email as soon as possible. Coach agrees to use reasonable efforts to work with Client to resolve Client's concerns.

8. Intellectual Property

A. Coach has created numerous original, creative works in connection with the Program, and Client agrees that Coach maintains all copyrights and other intellectual property rights in all original or derivative content associated with or included in the Program, including but not limited to: documents, charts, emails, graphs, products, systems, processes, handouts, worksheets, frameworks, methodologies, assessments, templates, and any other original work created by Coach.

B. Client agrees he/she will be granted a revocable, non-exclusive, non-transferable license to use specified materials in the course of his/her own personal development and career, but understands that the original proprietary rights remain with Coach. Nothing in this Agreement shall constitute a transfer of ownership of any intellectual property from Coach to Client, nor grant any license to use the information other than that which is expressly provided throughout the course of the Program.

C. Client agrees and understands he/she is not to copy, repost, alter, publish, sell, assist others in selling, manipulate, distribute, or in any way exploit any of the content or intellectual property provided by Coach or obtained through working with Coach, without Coach's express written consent, other than worksheets and interactive materials specifically provided to Client for personal use.

D. Protection of Coach's Methods and Frameworks. Client expressly acknowledges that Coach's proprietary coaching methodologies, frameworks, processes, assessments, tools, and systems (including but not limited to any named frameworks, matrices, methods, or structured approaches taught, referenced, or used during the Program) are the exclusive intellectual property of Coach. Client agrees that he/she/they shall not, at any time during or after the Program:

i. Teach, train, instruct, or coach others using Coach's proprietary methods, frameworks, or systems, whether in whole or in part, without Coach's express written permission;

ii. Repurpose, adapt, rebrand, or create derivative works based on Coach's proprietary methods for use in Client's own coaching, consulting, training, or educational practice;

iii. Share Coach's proprietary methods, frameworks, or systems with any third party, whether for commercial or non-commercial purposes, without Coach's express written permission;

iv. Represent or imply that Coach's proprietary methods, frameworks, or systems are Client's own original work.

Violation of this provision shall constitute a material breach of this Agreement, and Coach reserves the right to pursue all available legal remedies, including injunctive relief and damages.

V. If the coaches intellectual property and coaching materials are uploaded to an AI platform or note-taker, the client MUST have "do not train models" (or the equivalent) checked in their settings (before uploading), and all materials but be credited to Elizabeth Ruscitto, Founder 2122 Coaching, with the instruction to the AI agent that these methodologies and IP must continue to be attributed to the owner in perpetuity (as a cited source).

E. If such behavior as described in Sections C or D is discovered or suspected, Coach reserves the right to immediately end Client's participation in the Program without refund, as well as access to any materials Client may have purchased, without refund, and reserves the right to prosecute any actionable infringement or misuse to the full extent of the law.

9. Testimonials and Use of Client Content

A. Occasionally, Coach may ask you to share your story, use session content for a professional evaluation, or ask you to offer a brief testimonial. You are under no obligation to participate. If you choose to, your story or information will be obtained through prior notice, with your written consent, and can be shared anonymously or with attribution. Sharing your progress is powerful, but it is always your decision to make.

B. Based on Client's experience and outcomes, Coach may wish to feature Client and/or any portion of Client's experience, story, or results in connection with marketing for the Program. Client understands that should any comments, posts, reviews, or information relating to experiences and/or outcomes be used, in whole or in part, with Client's written consent, Client is not entitled to any payment in return.

10. Voluntary Participation and Assumption of Risk

A. Client understands and agrees that he/she/they are voluntarily choosing to enroll in the Program and are solely responsible for any outcomes or results. While Coach believes in its services, Client acknowledges and agrees that 2122, LLC is not responsible nor liable should Client sustain any financial, emotional, or physical injuries, incur harm, or encounter any negative ramifications.

B. Client accepts that as part of participation in the Program they may be required to review and make decisions concerning their personal and home life, business and career, finances, lifestyle, education and development, and health and wellness, and that any such reviews, subsequent decisions, implementation, and action will be the sole responsibility of the Client.

C. You acknowledge that you take full responsibility for your well-being and all decisions made before, during, and after your program. You accept full responsibility for your choices, actions, and results, and expressly assume the risks of the program.

11. Indemnification

A. Client agrees at all times to defend, fully indemnify, and hold Coach and any affiliates, agents, team members, or other party associated with Coach harmless from any causes of action, damages, losses, costs, expenses incurred as a result of Client's use of the Program, as well as any third-party claims of any kind (including attorney's fees) arising from Client's actions as a direct or indirect result of participation in the Program.

B. By signing this Agreement, you fully and completely hold harmless, indemnify, and release Elizabeth Ruscitto and any employees, staff, consultants, agents, or anyone affiliated with us from any and all liability, damages, causes of action, allegations, suits, sums of money, claims, and demands whatsoever, in law or equity, arising from your participation in or in any way related to the Program.