This Coaching Agreement (“Agreement”) is between REED GALLAGHER PHOTOGRAPHY, LLC, a Texas limited liability company (“RGP”) with a primary address of 5233 Bellaire Blvd., Suite 675, Bellaire, TX 77401, and the purchaser (“Client”), each a “Party” and collectively the “Parties.”

For good and valuable consideration, which the Parties hereby acknowledge, the Parties agree as follows for the coaching program to begin after a purchase is made.

Definitions
The Terms “RGP,” “Photographer,” "Vendor", “photography team,” “Coach”, “team,” “us,” “we,” and “our” refer to REED GALLAGHER PHOTOGRAPHY, LLC and all agents, employees, or other representatives.
The term “including” means “including, but not limited to.”

Services
RGP shall provide Client with the following services and/or products ("Services"):
* 12-month virtual coaching program with a total of 24 Voxer Office Hour Days. 
* Access to Photography Business Accelerator private training library.
* Access to a private Facebook group where you can ask questions, get feedback, and have your content reviewed as you go through the program.
* Access to a library of email templates, Canva templates, marketing templates, and swipe copy templates.

TERMS

1. Retainer and Payments. In consideration for the coaching services provided by Reed Gallagher, Client agrees to pay $777 in full or $97/month for 12 months. Client is not allowed into the program unless the fee is paid.

2. Entire Agreement: This Agreement contains the entire understanding between RGP and the Client and supersedes all prior or simultaneous Agreement between the Parties. Any additions or modifications to this Agreement shall be in writing and signed by all Parties. In the event any part of this agreement is found to be invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable.

3. Coaching
This program will include 24 days of Voxer Office Hours. The office hour days will be set on a date and time by RGP. Office hour times may change due to participants’ schedules. Client understands and agrees it is their responsibility to timely inform RGP of scheduling conflicts in order to avoid missing any call times. RGP will endeavor to find the best mutually agreeable call time for all participants. RGP is not responsible for Client’s inability to attend a previously scheduled Office Hour Meeting.

RGP may reschedule a Office Hour Day due to unforeseen circumstances such as internet issues or emergent personal conflicts. RGP will reschedule such days for the earliest available time on RGP's calendar and will work with Client to find a mutually agreeable time.

4. Cancellation: The full fee is non-refundable. In the event Client cancels this Agreement or is unable to attend the coaching program for any reason whatsoever, no refund will be given. Client may not sell their seat. 

5. Communication
RGP is generally available to provide coaching services during normal business hours which, for clarification, are generally Monday – Friday 9:00 am - 5:00 pm Central Standard Time, excluding national holidays. RGP will only answer communication through email and the Facebook group, except when office hours are scheduled on Voxer. RGP will not answer texts, or direct messages from social media from Client. RGP will respond to Client within 48 hours during business hours, including any document reviews.

6. Model Release: The Client hereby assigns RGP the irrevocable and unrestricted right to use and publish photographs of the Client or in which the Client may be included, for editorial, trade, advertising, educational and any other purpose and in any manner and medium; to alter the same without restriction; and to copyright the same without restriction. The Client releases all claim to profits that may arise from use of images. 

7. Failure to Perform Services. If the Photographer is unable to perform this Agreement due to illness, emergency, fire, casualty, strike, epidemic, pandemic, natural disaster, act of God, or causes beyond the control of the Photographer, the Photographer and the Client shall make every attempt to reschedule. If a reschedule is unable to be agreed upon, the Photographer shall return the retainer to the Client and have no further liability. 

8. No Guarantees. RGP does not make any guarantees as to the results, including business growth, increased social media followers, financial or other gains, of any services or information provided during the coaching program. RGP agrees to provide the services listed in this Agreement. Client agrees to take responsibility for Client’s own results.

9. Force Majeure
No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, but not limited to, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) a natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), epidemic, or pandemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities. The Impacted Party shall give Notice within three (3) business days of the Force Majeure Event, if able, to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of ten (10) days following Notice given by it, the other Party may thereafter terminate this Agreement upon Notice.

10. Notices: All notices required or permitted to be given by this Agreement shall be in writing and shall be delivered via either (a) via email to the email address(es) listed below; (b) personally delivered with a written receipt of delivery; (c) sent by a nationally-recognized overnight delivery service requiring a written acknowledgement of receipt or providing a certification of delivery or attempted delivery; or (d) sent by certified or registered mail, return receipt requested.  Said notices shall be deemed received and effective on the earlier of: (i) the date actually received (which, in the case of notices sent by overnight courier, shall be deemed to be the day following delivery of such notices to such overnight courier and in the case of email notice, shall be deemed to be the date such email is transmitted), or (ii) three (3) business days after being placed in the United States Mail as aforesaid.  For purposes of notice, the addresses of the Parties will be as follows:

RGP:
Reed Gallagher Photography LLC
5233 Bellaire Blvd., Suite 675
Bellaire, TX 77401

Attn: Reed Gallagher
Email: reed@reedgallagher.com

11. Applicable Law.  The Parties acknowledge and agree that the rights and duties of the parties under this Agreement shall be governed by and construed by the laws of the State of Texas and of the United States of America, to the extent applicable.

12. Attorney’s Fees. If either Party to this Agreement brings a legal action against the other Party to this Agreement to secure the specific performance of this Agreement, collect damages for breach of the Agreement, or otherwise enforce or interpret this Agreement, the prevailing Party shall recover reasonable attorney's fees and all costs, premiums for bonds, fees and other expenses expended or incurred in the action in addition to any other relief that may be awarded.

13. Maximum Damages. Client agrees that the maximum amount of damages she is entitled to in any claim relating to this Agreement or services provided in this Agreement are not to exceed the total cost paid to RGP. 

14. Limitation of Liability. In no event shall RGP be liable under this Agreement to Client or any other third party for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, arising out of, relating to, or in connective with any breach of this Agreement, regardless of (a) whether such damages were foreseeable, (b) whether or not Client was advised of such damages, and (c) the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based.

15. Construction.  Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party.

Signatures

Each party has read, understands, and agrees to the terms and conditions of this Agreement.