Written by Arthur Zey

Published on

Updated on

This fitness coaching agreement ("Agreement") is entered into by and between Zey Enterprises, LLC (DBA Integrated Fitness Coaching), a Colorado limited liability company ("Coach") and ________________________ ("Client"). Arthur Zey shall serve as the designated coach under this Agreement. This Agreement is effective as of ____________________ ("Effective Date"). Services will begin as stated in the applicable Coaching Package Addendum and will consist of the services described in this Agreement and any applicable Coaching Package Addendum ("Services").

Purpose and Nature of the Relationship

The purpose of this Agreement is to define the terms and conditions under which the Coach provides Services to the Client. Fitness coaching is an ongoing relationship and structure that facilitates the process of personal development between the Coach and the Client. The Client and Coach agree to design the coaching relationship together.

Fitness coaching is a comprehensive, individualized coaching process addressing multiple domains of human functioning that may include consideration of, discussion of, strategizing about, and advice on any of the following areas (collectively referred to as "Fitness Development"):

  • physical fitness (body composition, diet and nutrition, physical exercise and training, performance, recovery, sleep)
  • behavioral development (habits, adherence, change strategies)
  • emotional and behavioral self-regulation (mindfulness, stress management, awareness of personal patterns, and the ways relationships and environment affect consistency and wellbeing)
  • intellectual development (reasoning, epistemology, ethics, conceptual clarity, values, life direction)

This list is not intended to be exhaustive.

The Client commits to being open and forthcoming about all traits, characteristics, and viewpoints that may be relevant to facilitating effective Fitness Development, including, but not limited to, personal values, skills, passions, strengths, known areas for growth/improvement, behavioral patterns and tendencies, and challenges. Moreover, Client must disclose to Coach all relevant health conditions, injuries, medications, and limitations. The Client also commits to providing Coach with necessary updates in an accurate, complete, and timely fashion to enable Coach to provide meaningful, actionable feedback. Client represents that the information provided in any application, intake form, health disclosure, onboarding materials, or other communications with Coach is accurate, complete, and timely to the best of Client's knowledge.

The Client acknowledges that the relationship is educational and advisory, and the Client retains full autonomy and responsibility over all decisions, actions, and outcomes. The Client must monitor his or her own physical and mental condition and must exercise independent judgment in implementing recommendations. The Coach does not control, direct, or supervise the Client's actions.

In a supportive atmosphere, the Coach helps the Client attain the fitness goals and personal growth he or she is striving for. The effectiveness of coaching depends substantially on the Client's effort, consistency, and judgment.

Communication

Outside of synchronous meetings that are part of Services, asynchronous communication between Coach and Client (eg, via email, text messaging) is complementary if pertaining to logistics, scheduling, and general checkins. Coaching that discusses, addresses, or pertains substantively to any areas of Fitness Development is subject to the inclusions, limitations, and quotas defined in the contracted Services. If such coaching occurs through asynchronous communication and would exceed the scope of included support, Coach will advise Client in advance of such billable engagement.

The Coach will make every reasonable effort to create audio and video recordings of all meetings, sessions, and other interactions with the Client where recording is technically feasible. The Client hereby consents to being recorded in connection with the coaching relationship. Any recordings made by the Coach shall be used only for internal purposes, including documentation, continuity of coaching, and quality assurance, and shall not be made available publicly or to any third parties without the Client's advance written consent, except as required by law. Recordings made by the Coach remain the sole property of the Coach. The Client may request a copy of any existing recordings at any time, and the Coach will make every reasonable effort to provide such copies in a timely fashion.

The Client may also make recordings of meetings, sessions, and other interactions with the Coach, retaining ownership of the Client's own recordings. However, whether made by the Coach or by the Client, any such recordings may be used by the Client solely for personal purposes, including documentation and review, and may not be published, distributed, disclosed to third parties, or otherwise made available publicly without the Coach's advance written consent. At the Coach's request, the Client shall provide the Coach with a copy of any recordings made by the Client relating to the coaching relationship.

Services

The Coach agrees to provide services tailored to the Client's goals, constraints, and preferences. Services may include, but are not limited to

  • physical exercise programming, movement guidance, and form review
  • nutrition education, diet strategy, meal-structure support, and adherence planning
  • habit design, behavior-change strategy, and implementation support
  • recovery, sleep, stress-management, and environment-design support
  • mindfulness, emotional regulation practices, and reflection on recurring patterns
  • values clarification, decision-making support, critical-thinking development, Socratic dialogue, conceptual analysis, and reflective inquiry
  • progress monitoring, feedback, review, and plan iteration

The specific structure, frequency, and delivery of services shall be defined in a separate Coaching Package Addendum, which is incorporated by reference into this Agreement.

If there is any conflict between this Agreement and a Coaching Package Addendum, the Coaching Package Addendum controls with respect to package selection, fees, service cadence, included services, billing start date, renewal date, and package-specific limitations. This Agreement controls with respect to general legal terms, scope limitations, disclaimers, confidentiality, recordings, intellectual property, liability, and dispute resolution unless the Addendum expressly states otherwise.

Standard monthly coaching packages normally begin with an onboarding session, the length and scope of which are defined in the Coaching Package Addendum.

The Coach reserves the right to modify coaching methods, tools, and approaches in the interest of effectiveness and professional judgment.

Unless otherwise agreed in writing or provided for in the Coaching Package Addendum, all synchronous Services are conducted via voice or video call (as mutually agreed between Client and Coach). Local, hybrid, or in-person support is not included, unless expressly stated in the Coaching Package Addendum or separately agreed in writing. Any such support may be quoted separately based on location, preparation, travel, session length, and scope.

Payment Terms

All fixed-price Services must be paid in full prior to delivery, and monthly Services must be paid in advance for the applicable billing period, unless otherwise agreed in writing. At the discretion of Coach, additional Services not paid in advance may be billed when the outstanding balance has reached $100, 30 days have elapsed since the last invoice, or at the conclusion of Services. Payment must be received within 5 business days of invoice, unless otherwise agreed in writing. Payments are non-refundable except as expressly stated in the Refunds section, the applicable Coaching Package Addendum, or as required by law. Failure to pay may result in immediate suspension or termination of Services, including forfeiture of any future contracted-for Services under this Agreement.

Unless otherwise agreed in writing, payment must be made by one of the following methods:

  • Cash App: $ArthurZey Cash App QR Code for $ArthurZey
  • Zelle: arthur@integratedfitnesscoaching.com Zelle QR Code for arthur@integratedfitnesscoaching.com
  • paper check

The Client agrees that any failure to make timely payment constitutes a material breach of this Agreement.

Duration of Engagement and Termination of Agreement

All Services purchased under this Agreement with a monthly fee shall renew on a monthly basis on the same day of the month as the start date in the Coaching Package Addendum. If that day is the 29th, 30th, or 31st of a month, those remaining days of the calendar month containing the Coaching Package Addendum's start date will be rolled into the following month, with the first renewal on the 1st of the next month. (For example, if the Coaching Package Addendum includes monthly services with a start date of July 29, the first month's fee will cover services between July 29 and August 31, with the first renewal on September 1.)

Unless otherwise provided in the applicable Coaching Package Addendum, standard monthly coaching packages begin with a 3-month initial engagement, billed monthly in advance.

Either party may decide within 14 days after the onboarding session that continuing is not appropriate. If that happens, Services will end after the first month, and no further monthly payments will be due. Fees already paid for Services provided are not refundable. This is an early off-ramp, not a satisfaction guarantee.

After the initial 3-month engagement, monthly Services renew month-to-month, unless discontinued by either party with at least 14 days' written notice before the next renewal date.

All other fixed-price Services purchased under this Agreement must be used within 90 days of the start date on the Coaching Package Addendum, unless otherwise specified in writing. Unused time or Services after this period will be forfeited without refund.

This Agreement will conclude when all monthly Services have been cancelled, all fixed-price Services have been provided or expired, and all outstanding invoices for additional Services have been paid.

Extensions and exceptions may be granted at the discretion of the Coach for extenuating circumstances, if requested in writing.

The Coach may terminate Services immediately if

  • the Client acts in bad faith
  • the Client has failed to disclose materially relevant medical, psychological, or other information necessary for the safe and appropriate delivery of Services
  • the Client fails to meet obligations under this Agreement
  • the Client requires services by a licensed professional that may conflict with the scope of Services in this Agreement
  • any condition arises that, in the Coach's reasonable judgment, materially impairs the safe, effective, or appropriate delivery of Services

Under the immediately foregoing conditions, refunds will be issued entirely at the discretion of the Coach.

Scheduling and Cancellations

As part of contracted Services under the Coaching Package Addendum, the Coach and Client will schedule some number of synchronous sessions. The Coach and Client mutually agree to make reasonable efforts to schedule sessions within the timeframes specified for the contracted Services to best facilitate achievement of identified Fitness Development goals, but in the event that mutually convenient scheduling is not possible within those timeframes, the Coach and Client will make reasonable accommodations to carry over sessions into subsequent months to align as closely as possible with preexisting commitments. Any such accommodation shall be discretionary, case-specific, and shall not create an ongoing entitlement, waiver, or modification of the general service period unless expressly agreed in writing.

The Client may reschedule or cancel a scheduled session without penalty by providing at least 24 hours' notice via email or another mutually agreed-upon communication method.

If less than 24 hours' notice is given for fixed-price or monthly Services that include scheduled time, the missed session will be forfeited and deducted from the total time allowance, unless Coach agrees to reschedule the session. Coach may condition such rescheduling on payment of a $50 late-cancellation fee. Rescheduling remains subject to mutual availability and does not guarantee a specific replacement time.

If less than 24 hours' notice is given for a session involving additional Services, a $50 late-cancellation fee will be charged unless Coach agrees otherwise in writing.

If the Coach must reschedule a session, reasonable effort will be made to offer alternative times that accommodate the Client's schedule. If Coach cancels or reschedules a session with less than 24 hours' notice to Client, Client shall receive, at Coach's discretion, either a 30-minute complimentary session credit or an equivalent service credit. Use of any such credit is subject to the same limitations in the Duration of Engagement and Termination of Agreement section. This remedy does not apply when cancellation or rescheduling is caused by circumstances beyond Coach's reasonable control.

Failure by Client to attend a scheduled session within 10 minutes of the scheduled start time may be treated as a late cancellation, unless Coach agrees otherwise. Failure by Coach to attend a scheduled session within 10 minutes of the scheduled start time may be treated as a Coach late cancellation, unless Client agrees otherwise.

Refunds

The early off-ramp described in this Agreement does not entitle Client to a refund of fees already paid; it only relieves Client of future monthly payments that would otherwise become due under the initial engagement.

No refunds will be issued once Services have commenced. If a refund is requested before any Services have been delivered and no scheduled time has been used, the Coach may, at their sole discretion, approve a partial refund.

Refunds will not be granted for unused time after the expiration of the engagement period, as outlined in the Duration of Engagement and Termination of Agreement section.

Disclaimers

No Guarantee of Results

While the Coach is committed to providing high-quality guidance, feedback, and support, Client acknowledges that outcomes–including, but not limited to, fat loss, muscle gain, health outcomes, behavioral changes, interpersonal functioning, and intellectual development–cannot be guaranteed. Success may be impacted by numerous factors outside the Coach's control, including individual effort, unforeseen biological factors, medical conditions, third party interference, and changes in life circumstances.

Accordingly, Client understands and agrees that the Coach makes no representations, warranties, or guarantees regarding any specific outcome or result from the Services provided, and that any examples or prior results are illustrative only and do not constitute promises or guarantees.

Assumption of Risk

Participation in coaching, including the implementation of any recommendations related to exercise, diet, nutrition, recovery, lifestyle, behavior, and other aspects of Fitness Development, is voluntary and undertaken at the Client's own risk. The Client understands that such participation may involve inherent risks, including, but not limited to, illness, injury, aggravation of pre-existing conditions, adverse physiological or psychological responses, and other foreseeable or unforeseeable consequences. The Client accepts full responsibility for monitoring his or her own physical and mental condition and for exercising independent judgment in deciding whether and how to implement any recommendation, including whether to continue, modify, or discontinue any activity at any time.

Separate Liability Waiver

The Client acknowledges that, in connection with this Agreement, the Client has executed a separate Liability Waiver and Release of Claims (the "Waiver"). The Client agrees that the Waiver and this Agreement are intended to operate together and shall be given cumulative effect to the fullest extent permitted by law.

Limitation of Liability

To the maximum extent permitted by law, the Coach shall not be liable for any claims, damages, losses, or expenses arising out of or relating to this Agreement or the Services, except to the extent caused by the Coach's gross negligence or willful misconduct where such limitation is prohibited by law.

In no event shall the Coach be liable for any indirect, incidental, special, exemplary, or consequential damages, including, but not limited to, personal injury, lost income, lost opportunities, business interruption, or reputational harm.

If, notwithstanding the foregoing, the Coach is found liable for any claim arising out of or relating to this Agreement or the Services, the Client agrees that the total liability of the Coach shall be limited to the total amount actually paid by the Client for the specific Services giving rise to the claim.

Indemnification

The Client agrees to indemnify, defend, and hold harmless the Coach, Zey Enterprises, LLC, and its members, managers, owners, employees, contractors, agents, representatives, affiliates, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees and costs of defense, arising out of or relating to the Client's actions or omissions, the Client's participation in coaching, the Client's implementation or misuse of recommendations, the Client's use or misuse of materials or Services provided by the Coach under this Agreement, or any third-party claims arising from the Client's conduct.

Not Psychological or Medical Service

Fitness coaching is not formal counseling or therapy, though psychological inquiry and Coach's experience and expertise in that area may be brought to bear in the context of the coaching relationship. Moreover, coaching may include intellectual development via Socratic dialogue or philosophical discussion. These Services are educational in nature and are not a substitute for psychotherapy or mental health services.

Fitness coaching is not physical therapy, rehabilitation, or medical nutrition therapy, and any advice related to these areas is not a substitute for care from licensed professionals and is not intended to contradict or override instruction from qualified medical professionals.

Client is advised to seek out a doctor, psychotherapist, psychiatrist, physical therapist, registered dietitian or nutritionist, or other qualified medical professional for purposes of diagnosis and treatment of any condition or injury. The Coach's observations and advice are not intended as a substitute for these services.

Client must disclose to Coach any relevant conditions, injuries, and limitations, whether or not clinically diagnosed, including, but not limited to, chronic and acute physical injuries, diseases, eating disorders or disordered eating patterns, and any psychiatric or psychological condition. The Coach reserves the right to suspend or terminate Services if the Client's needs exceed the Coach's scope of practice or cannot be integrated with the supervision of a qualified professional, or if the Client has withheld materially relevant information required for successful delivery of Services. In some cases, the Coach may require that the Client secure medical clearance before commencing the coaching relationship.

The Client further understands that the Coach does not provide emergency, crisis, or on-demand medical, psychiatric, or psychological support. The Coach is not responsible for monitoring the Client's condition in real time or for responding to urgent health or mental health situations. If the Client experiences a medical emergency, acute psychiatric distress, suicidal ideation, or any other urgent condition, the Client must immediately contact an appropriate licensed professional, emergency services, or a crisis resource rather than relying on the Coach.

The Services provided under this Agreement do not include legal advice or legal representation. Although the Coach may, from time to time, offer general observations that touch on legal concepts or legal dimensions of a situation, no attorney-client relationship is created by this Agreement or by any communication between Coach and Client in connection with the Services. The Client is solely responsible for obtaining advice from a qualified attorney licensed in the relevant jurisdiction before taking any action with legal consequences. The Client agrees not to rely on the Coach as legal counsel, and the Coach shall not be liable for any legal claims, losses, or consequences arising from the Client's reliance on any such observations.

Confidentiality

Both parties agree to maintain the confidentiality of all proprietary or personal information disclosed in the course of the coaching relationship, unless required by law, reasonably necessary to enforce this Agreement, or with the express written consent of the other party. The relationship is not protected by legal privilege (eg, attorney-client, doctor-patient, or therapist-client privilege).

Intellectual Property

All materials provided by the Coach, including, but not limited to, programs, documents, frameworks, systems, recordings, and written and voice/video communication, remain the sole intellectual property of Zey Enterprises, LLC.

The Client is granted a limited, non-transferable, non-commercial license to use such materials for personal purposes only. The Client may not reproduce, distribute, or sell materials, use materials for commercial purposes, or share materials with third parties without the Coach's explicit written permission.

Force Majeure

Neither party shall be liable for failure or delay in performing obligations under this Agreement if such failure or delay is due to circumstances beyond their reasonable control, including but not limited to natural disasters, acts of war, terrorism, labor disputes, epidemics, power outages, or internet service interruptions.

Entire Agreement

This Agreement, together with any incorporated addenda, constitutes the entire agreement between Client and Coach with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, or communications, whether written or oral. No modification or amendment to this Agreement shall be effective unless made in writing and signed by both parties, except where this Agreement expressly permits specific modifications to be made by written communication clearly identified as such.

Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason, the remaining provisions shall remain in full force and effect. Any such invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to render it valid and enforceable while preserving, to the greatest extent possible, the intent of the original provision.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict-of-law principles. If a dispute arises out of or relates to this Agreement and cannot be resolved through informal discussion, the parties agree to first attempt to resolve the matter through mediation with a mutually agreed-upon neutral third party.

If mediation is unsuccessful, the parties agree to resolve the dispute through binding arbitration administered by a mutually agreed-upon provider under that provider's applicable rules. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this Agreement, including the enforceability of this arbitration provision. The arbitration shall take place in Colorado. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

The parties agree to waive the right to trial by jury. Each party shall bear its own costs and legal fees unless otherwise required by law or determined by the arbitrator. Any court proceeding permitted under this section, including any action to compel arbitration, enforce an arbitration award, or obtain other relief expressly available notwithstanding the agreement to arbitrate, shall be brought exclusively in the state or federal courts serving Jefferson or Park County, Colorado.

Acknowledgement

By signing below, the Client acknowledges that this Agreement has been read and understood, that the Client has had the opportunity to ask questions, and that the Client voluntarily agrees to all terms.