Terms & Conditions

COACHING SERVICES TERMS AND CONDITIONS

Naholo, LLC

These Coaching Services Terms and Conditions (the "Terms") govern your engagement of Naholo, LLC, a Wyoming limited liability company ("Naholo," "we," "us," or "our"), to provide coaching, training, and related services. By signing a Coaching Engagement Form, scheduling a session, paying any fee, accessing the TrainingPeaks platform through Naholo, or otherwise engaging us to provide services, you ("Client," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms and by any Coaching Engagement Form executed between you and Naholo. If you do not agree to these Terms, do not engage Naholo for services.

These Terms, together with your Coaching Engagement Form and the pricing information posted at the Naholo pricing page (the "Pricing Page"), constitute the entire agreement between you and Naholo regarding the services described herein.

1. SERVICES

1.1 Description of Services. Naholo operates a coaching and training business that provides administrative management and facilitates professional coaching services through its network of independent contractor coaches ("Coaches"). The specific scope of services to be provided to you (the "Services") will be described in your Coaching Engagement Form. Services are delivered by one or more Coaches engaged by Naholo. Naholo will assign a Coach to you based on your goals and Coach availability, or you may be introduced to Naholo through a specific Coach.

1.2 Coach Assignment. We will use reasonable efforts to match you with a Coach suited to your goals and needs. We may reassign you to a different Coach if your originally assigned Coach becomes unavailable, provided we notify you promptly. You may request a different Coach at any time, and we will use reasonable efforts to accommodate that request.

1.3 Nature of Coaching Services. You acknowledge and agree that: (a) coaching services are not therapy, counseling, psychological treatment, or medical treatment; (b) Coaches are not licensed mental health professionals or medical providers unless separately disclosed in writing; (c) results from coaching depend on your own effort, commitment, and circumstances; and (d) Naholo and its Coaches make no representation, warranty, or guarantee of any specific outcome or result.

1.4 Scheduling. Sessions are scheduled by mutual agreement between you and your assigned Coach. Naholo will provide access to its scheduling tools, which may include the TrainingPeaks platform, to facilitate booking. Session frequency, duration, and format are as described on the Pricing Page or your Coaching Engagement Form.

2. TRAININGPEAKS PLATFORM

2.1 Platform Access. As part of the Services, we will provide you with access to the TrainingPeaks platform (the "Platform") for purposes of receiving coaching programs, tracking progress, communicating with your assigned Coach, and accessing training materials. You acknowledge that TrainingPeaks is a third-party service that is not owned or operated by Naholo.

2.2 Third-Party Terms. Your use of the Platform is subject to TrainingPeaks' own terms of service and privacy policy, which you agree to review and accept independently. Naholo is not responsible for TrainingPeaks' terms, policies, or practices regarding your data.

2.3 Platform Availability. We do not guarantee the availability, functionality, or uninterrupted operation of the Platform. We are not liable for any service disruptions, data loss, or technical issues caused by the Platform or TrainingPeaks. In the event of a significant Platform outage, we will use reasonable efforts to deliver Services through alternative means.

2.4 Client Data. Your training data, progress records, and other information entered into the Platform ("Client Data") may be accessible to us and your assigned Coach for purposes of delivering Services. Client Data is subject to the confidentiality provisions in Section 6 and our Privacy Policy. You may export your Client Data from the Platform at any time using TrainingPeaks' data export features.

2.5 Platform Changes. We may change, replace, or discontinue use of the TrainingPeaks platform at any time. If we transition to an alternative platform, we will provide you with reasonable notice and assistance in transitioning.

3. FEES AND PAYMENT

3.1 Fees. All fees for the Services (the "Fees") are as set forth on the Pricing Page or in your Coaching Engagement Form. All Fees are payable to Naholo. You shall not pay Coaches directly for Services rendered under these Terms.

3.2 Pay-as-You-Go; Month-to-Month. The Services are provided on a pay-as-you-go, month-to-month basis. There is no fixed-term commitment. Fees are charged in advance for each session, package, or billing period as set forth on the Pricing Page or in your Coaching Engagement Form.

3.3 Card-on-File Authorization. If you provide a credit card, debit card, or other payment method to Naholo (a "Payment Method"), you authorize us to store the Payment Method and to charge it for any Fees that become due, including recurring charges for sessions or packages scheduled or purchased through Naholo, until you withdraw that authorization in writing. You represent that you are authorized to use the Payment Method and that the information provided is accurate and current. You agree to update us promptly if your Payment Method changes or expires.

3.4 No Refunds. ALL FEES PAID TO NAHOLO ARE NON-REFUNDABLE. No refund will be issued for any session, package, or fee paid, regardless of whether the corresponding session is attended, completed, or canceled. Sessions canceled with sufficient advance notice under Section 3.6 may be rescheduled at no additional charge, but paid Fees are not refundable.

3.5 Late Payment. If a payment fails or is not received when due, we may, in our sole discretion: (a) retry the Payment Method; (b) charge a late fee of one and one-half percent (1.5%) per month, or the maximum permitted by law, whichever is less, on the outstanding balance; (c) suspend Services until payment is received; or (d) terminate your engagement under Section 5.

3.6 Cancellation and Rescheduling. You may cancel or reschedule a session with at least twenty-four (24) hours' advance notice without charge, subject to the no-refund policy in Section 3.4. Sessions canceled with less than twenty-four (24) hours' advance notice, and no-shows without prior notice, will be charged at the full session rate and treated as completed for billing purposes.

3.7 Fee Changes. We may adjust Fees at any time by updating the Pricing Page. Adjusted Fees apply to sessions scheduled or packages purchased after the Pricing Page is updated. Any session or package already paid for at the prior rate will be honored at that rate.

4. YOUR RESPONSIBILITIES

4.1 Participation. You agree to participate actively and in good faith in all coaching sessions and to complete any agreed-upon assignments or action items between sessions.

4.2 Accurate Information. You agree to provide accurate and complete information to Naholo and your assigned Coach as needed for the effective delivery of Services.

4.3 Professional Conduct. You agree to treat all Naholo personnel and Coaches with respect and professionalism. We reserve the right to terminate your engagement immediately and without refund if you engage in abusive, harassing, threatening, or otherwise inappropriate behavior toward any Coach or Naholo representative.

4.4 Health and Safety. You acknowledge that participation in training programs may involve physical activity. You represent that you are physically able to participate in the Services and that you have consulted with a healthcare provider as appropriate. You agree to immediately inform your assigned Coach of any health condition, injury, or limitation that may affect your participation.

5. TERM AND TERMINATION

5.1 Term. Your engagement begins when you sign your Coaching Engagement Form, schedule a session, pay any Fee, or otherwise begin engaging Naholo for Services, and continues on a month-to-month basis until terminated as set forth in this Section.

5.2 Termination by You. You may terminate your engagement at any time by notifying Naholo in writing (including by email to the address listed on the Pricing Page). Termination is effective upon Naholo's receipt of your notice. Consistent with Section 3.4, all Fees previously paid are non-refundable, and you remain responsible for any Fees incurred through the effective date of termination, including no-show or late-cancellation charges under Section 3.6.

5.3 Termination by Naholo. We may terminate your engagement at any time, with or without cause, upon written notice. We may terminate immediately and without prior notice for: (a) failure to pay Fees when due; (b) material breach of these Terms; (c) abusive, harassing, or inappropriate conduct under Section 4.3; or (d) any conduct we determine, in our reasonable judgment, places us, our Coaches, or our other clients at risk.

5.4 Coach Departure. You acknowledge that Coaches are independent contractors who may cease their relationship with Naholo at any time. If your assigned Coach departs Naholo, we will use reasonable efforts to assign a replacement Coach. If no suitable replacement is available, or if you do not wish to continue with a new Coach, you may terminate your engagement under Section 5.2; the no-refund policy in Section 3.4 applies. Nothing in these Terms restricts you from independently engaging a former Coach outside of Naholo after that Coach's departure from Naholo.

5.5 Platform Access After Termination. Upon termination, your access to the TrainingPeaks platform through Naholo may be discontinued. You should export any desired Client Data from the Platform prior to the effective date of termination. We will provide reasonable notice before discontinuing Platform access.

5.6 Survival. Sections 3.4 (No Refunds), 6 (Confidentiality), 7 (Privacy), 8 (Limitation of Liability and Disclaimers), 9 (Dispute Resolution and Arbitration), and 11 (General Provisions) survive any termination of your engagement.

6. CONFIDENTIALITY

6.1 Your Information. We and our Coaches agree to maintain the confidentiality of all information you share during the course of coaching sessions and in connection with your engagement, except as: (a) authorized by you in writing; (b) required by law or legal process; or (c) reasonably necessary to protect the safety of you or others.

6.2 Our Information. You agree not to disclose Naholo's proprietary coaching materials, methodologies, business methods, training programs, or other confidential information learned through your engagement. Naholo's coaching materials are protected under Section 8.7 (Intellectual Property).

6.3 Testimonials. We may request your permission to use anonymized feedback or testimonials for marketing purposes. You are under no obligation to grant such permission, and any use of testimonials requires your prior written consent.

7. PRIVACY

Your use of the Services is subject to our Privacy Policy, which is incorporated into these Terms by reference and is available on the Naholo website. The Privacy Policy describes what information we collect, how we use it, and your rights with respect to that information.

8. DISCLAIMERS AND LIMITATION OF LIABILITY

8.1 No Guarantee of Results. NAHOLO AND ITS COACHES MAKE NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE RESULTS OR OUTCOMES OF THE SERVICES. COACHING IS A COLLABORATIVE PROCESS, AND RESULTS DEPEND ON YOUR INDIVIDUAL EFFORT, CIRCUMSTANCES, AND COMMITMENT.

8.2 Services Provided "As Is". TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NAHOLO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8.3 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NAHOLO'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO NAHOLO DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL NAHOLO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.4 Independent Contractor Coaches. You acknowledge that Coaches are independent contractors of Naholo, not employees. Naholo provides administrative and management services and is not directly providing the coaching itself. Naholo shall not be liable for the acts or omissions of individual Coaches beyond Naholo's obligation to engage qualified professionals and respond to client concerns in good faith.

8.5 Third-Party Platform. NAHOLO IS NOT LIABLE FOR ANY DAMAGES, DATA LOSS, SERVICE INTERRUPTIONS, OR OTHER ISSUES ARISING FROM THE TRAININGPEAKS PLATFORM OR ANY OTHER THIRD-PARTY SERVICE USED IN CONNECTION WITH THE SERVICES.

8.6 Assumption of Risk. To the extent the Services involve physical training or exercise, you acknowledge the inherent risks associated with physical activity and assume full responsibility for any injury or harm that may result from your participation. You agree to consult with a healthcare provider before beginning any training program.

8.7 Intellectual Property. All coaching materials, training plans, written content, video content, methodologies, and other materials provided by Naholo or its Coaches (the "Naholo Materials") are the exclusive property of Naholo or its licensors and are protected by copyright, trademark, and other intellectual property laws. You are granted a limited, non-exclusive, non-transferable, non-sublicensable license to use the Naholo Materials solely for your personal, non-commercial use during your engagement. You may not copy, modify, distribute, sell, or create derivative works of the Naholo Materials, or use them to provide coaching services to any third party, without Naholo's prior written consent.

8.8 Indemnification. You agree to indemnify, defend, and hold harmless Naholo, its members, managers, officers, employees, Coaches, agents, and affiliates from any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of these Terms; (b) your use or misuse of the Services or the Platform; (c) your violation of any law or the rights of any third party; or (d) any health condition or injury sustained in connection with the Services.

8.9 Force Majeure. Naholo is not liable for any delay or failure to perform resulting from causes beyond our reasonable control, including acts of God, natural disasters, fire, flood, severe weather, epidemic or pandemic, governmental action, war, terrorism, civil unrest, labor disputes, internet or utility outages, or third-party platform or service failures.

9. DISPUTE RESOLUTION AND BINDING ARBITRATION

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES WITH NAHOLO THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS YOUR ABILITY TO BRING CLASS, COLLECTIVE, OR REPRESENTATIVE ACTIONS.

9.1 Informal Resolution. Before initiating arbitration, the parties agree to attempt to resolve any dispute through good-faith discussion and negotiation for at least thirty (30) days after written notice of the dispute is delivered to the other party.

9.2 Binding Arbitration. If the dispute is not resolved informally, you and Naholo agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services, including the formation, breach, termination, validity, interpretation, or enforceability of these Terms (a "Dispute"), shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and, if applicable, the Consumer Arbitration Rules. The arbitration shall be conducted by a single arbitrator. The seat of arbitration shall be Salt Lake City, Utah, or another location mutually agreed by the parties; arbitration may be conducted by video conference where permitted by the AAA. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

9.3 Class Action Waiver. YOU AND NAHOLO AGREE THAT ANY DISPUTE WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY AND NOT AS A CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION. THE ARBITRATOR HAS NO AUTHORITY TO CONSOLIDATE THE CLAIMS OF MULTIPLE PARTIES OR TO PRESIDE OVER ANY FORM OF CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. IF THIS CLASS ACTION WAIVER IS HELD UNENFORCEABLE WITH RESPECT TO ANY CLAIM, THAT CLAIM SHALL BE SEVERED AND LITIGATED IN COURT, BUT THE REMAINING CLAIMS SHALL PROCEED IN ARBITRATION ON AN INDIVIDUAL BASIS.

9.4 Carve-Outs. Notwithstanding Section 9.2, either party may: (a) bring an individual claim in small claims court if the dispute qualifies; and (b) seek injunctive or other equitable relief from a court of competent jurisdiction to protect intellectual property rights or confidential information.

9.5 Governing Law and Venue. These Terms are governed by the laws of the State of Utah, without regard to its conflict-of-law principles. The Federal Arbitration Act governs the interpretation and enforcement of Section 9.2 (Binding Arbitration). For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Salt Lake County, Utah.

9.6 Attorneys' Fees. In any arbitration or court action arising out of these Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs, except as otherwise required by AAA rules or applicable law.

9.7 Time Limitation. Any Dispute must be filed within one (1) year after the cause of action arose, or it is permanently barred.

10. MODIFICATIONS TO THESE TERMS

We may update these Terms from time to time. When we do, we will revise the "Last Updated" date at the top of these Terms and post the updated Terms on the Naholo website. For material changes, we will provide notice by email to the address you have provided to us, by notice through the Platform, or by other reasonable means, at least fourteen (14) days before the changes take effect (or such longer period as required by applicable law). Your continued use of the Services after the effective date of any updated Terms constitutes your acceptance of those Terms. If you do not agree to the updated Terms, you must terminate your engagement under Section 5.2 before the updated Terms take effect.

11. GENERAL PROVISIONS

11.1 Entire Agreement. These Terms, together with your Coaching Engagement Form, the Pricing Page, and the Privacy Policy, constitute the entire agreement between you and Naholo regarding the Services and supersede all prior or contemporaneous discussions, agreements, and understandings. In the event of a conflict between these Terms and your Coaching Engagement Form, these Terms control unless the Engagement Form expressly references the conflicting provision and is signed by an authorized representative of Naholo.

11.2 Electronic Acceptance and Signatures. You consent to receive these Terms and any related notices, disclosures, and agreements electronically. You agree that electronic signatures, clicks, and checkboxes constitute valid signatures that will be enforceable to the same extent as handwritten signatures under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN), the Uniform Electronic Transactions Act as adopted in the relevant jurisdiction, and any similar applicable law. To access and retain these Terms electronically, you must have access to the internet and a device capable of viewing PDF or word-processing documents.

11.3 Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, sale of assets, or by operation of law, and to any affiliate or successor.

11.4 Notices. We may give notice to you by email to the address you have provided, by posting on the Naholo website, or by notice through the Platform. You may give notice to us by email to the address listed on the Pricing Page or by certified mail, return receipt requested, to Naholo's principal office.

11.5 Waiver. No waiver of any provision will constitute a waiver of any other provision, and no waiver will be continuing unless made in writing and signed by the waiving party.

11.6 Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or, if modification is not possible, severed; the remaining provisions will continue in full force and effect.

11.7 No Third-Party Beneficiaries. These Terms are for the benefit of you and Naholo only, and nothing in these Terms creates any rights in any third party.

11.8 Headings. Headings are for convenience only and do not affect interpretation.

11.9 Contact. Questions about these Terms should be directed to Naholo at the email address or mailing address listed on the Naholo website.

 

BY ENGAGING NAHOLO FOR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE COACHING SERVICES TERMS AND CONDITIONS.