Terms of Service

1. Acceptance of Terms

This Terms of Service Agreement ("Agreement") is entered into between you ("Client") and Brains by Bay LLC ("Company"), a limited liability company providing life coaching services both virtually and in person within the state of Rhode Island. By accessing and using the Company's services, you agree to be bound by the terms and conditions set forth in this Agreement.

2. Payment Terms

(a) The Client agrees to compensate the Company for life coaching services rendered according to the fees listed on the Terms Sheet or as otherwise agreed upon in writing.

(b) The Company accepts payments via credit card, cash, check, Venmo, Cash App, and PayPal.

(c) All payments are due according to the schedule established in the Installment Payment section of the Terms Sheet. A late payment fee of 10% of the unpaid balance will be charged for any payments made beyond 30 days of the invoice date. Additionally, an interest rate of 1.5% per month, applied monthly, will be charged on any unpaid balances.

(d) The Company reserves the right to suspend services until full payment is received.

(e) For engagements spanning multiple months, the Client must provide a cancellation notice at least two (2) weeks prior to the next scheduled payment date. Failure to provide timely notice of cancellation will obligate the Client to pay for the fees associated with the upcoming month.

3. Cancellation & Rescheduling Policy

(a) The Company will make reasonable efforts to accommodate emergency rescheduling requests and find a mutually agreeable time for the rescheduled session, subject to the availability of the life coaches. Clients are encouraged to communicate any need for rescheduling as early as possible to increase the likelihood of finding a suitable alternative time.

(b) Clients may cancel scheduled sessions without penalty by providing at least 72 hours’ notice.

(c) Cancellations made less than 72 hours before a scheduled session will incur a cancellation fee equivalent to 50% of the session's cost.

(d) Cancellations made less than 24 hours before a scheduled session will result in the full session fee being charged to the Client.

4. Service Suspension Policy

(a) The Company acknowledges that clients may have circumstances that necessitate a temporary suspension of their multi-month service agreements. In recognition of these situations, the Company permits clients to request a pause in their services once per agreement period for a duration of up to three (3) months. During the suspension period, clients are required to pay a minimum of fifty percent (50%) of the monthly service fee. These payments will be applied towards the outstanding balance of the client’s account upon the resumption of services.

(b) Fees paid during the suspension period are non-refundable, even if the client decides to cancel the services after the suspension.

(c) Clients wishing to utilize the service suspension option must notify the Company in writing at least two (2) weeks prior to the intended start date of the suspension. Upon the conclusion of the agreed suspension period, services will automatically resume, and the client will be billed at their standard monthly rate, less any payments made during the suspension period.

5. Refund Policy

(a) The non-refundable deposit identified in the Installment Section of the terms sheet ensures the reservation of the Client's session and compensates the Company for the preliminary administrative and preparatory work required to provide the life coaching services. If the Client cancels the session for any reason, the deposit will not be refunded. However, if the Company cancels the session for any reason other than a Force Majeure Event, the deposit will be refunded in full to the Client.

(b) The Company will provide a full refund for any prepaid services that have not been rendered, minus any applicable cancellation fees.

(c) Refunds will not be provided for services already rendered.

6. Confidentiality and Data Security

(a) The Company is committed to protecting the privacy and security of its Clients’ personal information. Confidential information shared during the course of services will not be disclosed without the Client's explicit consent, except as required by law.

(b) The Company employs appropriate data security measures to protect personal information from unauthorized access and disclosure.

7. Code of Ethics

The Company and its life coaches adhere to the International Coach Federation (ICF) Code of Ethics, committing to uphold the highest standards of professional conduct. This includes maintaining confidentiality, acting with integrity, and ensuring that all coaching services are provided in a professional and respectful manner.

8. Life Coaching and Therapy Disclaimer

The Client understands and acknowledges that life coaching services provided by the Company are not a substitute for counseling, psychotherapy, psychoanalysis, mental health care, or substance abuse treatment. Life coaching does not treat mental disorders as defined by the American Psychiatric Association. The Client is fully responsible for their own physical, mental, and emotional well-being, including their choices and decisions. The Client is aware that life coaching is not to be used as a substitute for professional advice by legal, medical, financial, business, spiritual, or other qualified professionals and will seek independent professional guidance for such matters. Any decisions made, and actions taken by the Client, as a result of the life coaching sessions are solely the responsibility of the Client.

9.Limitation of Liability

The Company shall not be held responsible for any indirect, incidental, special, or consequential damages that may arise from the use or inability to use the services provided. This includes but is not limited to damages for loss of profits, goodwill, usage, data, or any other intangible losses. These damages may result from various factors and circumstances and the Company cannot be held accountable for such outcomes.

10. Disclaimer of Warranties

A client’s results from the Company’s services are proportional to their own participation, and there can be no guarantee of a specific desired outcome, whether known or unknown, to either party. The Company provides its services "as is" and does not guarantee any specific outcomes from use of the services. The Company expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

11. General Terms

(a) Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Rhode Island.

(b) Attorney's Fees: In the event it becomes necessary for the Company to enforce this Agreement through legal action due to non-payment of fees by the Client, the Client agrees to pay all reasonable attorney's fees and costs incurred by the Company in connection with such action, in addition to any other relief to which the Company may be entitled.

(c) Binding Arbitration: Except for disputes arising from the non-payment of fees, which shall be resolved through judicial proceedings, any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in the State of Rhode Island before one arbitrator. The arbitration shall be administered by American Arbitration Association pursuant to its Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

(d) Waiver of Jury Trial: Both the Client and the Company hereby agree to waive any right to a trial by jury in any action, proceeding, or counterclaim brought by either party against the other on any matters whatsoever arising out of or in any way connected with this Agreement, the services provided by the Company, or the relationship established between the Client and the Company. This waiver extends to include any claims for damages or injunctions in disputes including but not limited to the provision of services, payment for services, and the enforcement of this Agreement.

(e) Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

(f) Amendments: This Agreement may only be amended in writing, signed by both parties.

(g) Entire Agreement: This Agreement constitutes the entire agreement between the Client and the Company and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between the Client and the Company with respect to the Company's services.

(h) Force Majeure: Neither party shall be liable for any failure or delay in performance under this agreement due to causes beyond its reasonable control, including but not limited to acts of God, fire, flood, epidemic, pandemic, government restrictions or actions, war, terrorism, or any other similar causes ("Force Majeure Event"). In the event of a Force Majeure Event, the affected party shall promptly notify the other party of the nature and expected duration of the Force Majeure Event. If the Force Majeure Event persists for more than 30 days, either party may terminate this agreement upon written notice to the other party.

By utilizing the Company's services, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement.