Marengo Terms and Conditions

This Executive Coach Agreement (this "Agreement") sets forth the terms and conditions whereby you agree to pay for Executive Coaching (as described in this Agreement) to Marengo Leadership Lab LLC, with offices located at 3436 Magazine Street, #121, New Orleans, LA, 70115, a Delaware Limited Liability Company ("Marengo").

Executive Coaching: Coaching is a thought-provoking and creative process designed to facilitate the development of personal, professional, or business goals and actions for achieving those goals. Use of Marengo’s services, including digital tools, is governed by this Agreement and by Marengo’s Privacy Policy available at https://www.marengoexec.com/privacy.

Marengo will provide executive coaching services by facilitating the match between the party receiving coaching (herein "Employee") and a Marengo coach. Marengo’s coaching services may include live sessions with a coach, as well as digital tools, AI-driven guidance, chat-based coaching, content, and other digital resources delivered via platforms such as Slack, email, web portals, or mobile applications.

All types of coaching, including AI-driven responses, are for informational and developmental purposes only and do not constitute personalized professional advice, therapy, medical treatment, legal guidance, or financial consulting.

The party paying for the coaching (herein "Company") agrees to pay Marengo's coaching invoices on time, net 10, before coaching sessions are held. The Company agrees to and understands that the Employee receiving coaching will be asked to: 

• Deliver anything for Coach to review at least 48 hours before the session, unless otherwise agreed upon
• Schedule the sessions at least two weeks before the first of the month
• Provide 48-hours’ notice for rescheduling. Marengo reserves the right to bill Client for a missed meeting. Coach will attempt in good faith to reschedule the missed meeting

Both the Company and the Employee are jointly herein referred to as "Client"

A. Client is solely responsible for creating and implementing his/her own physical, mental and emotional well-being, decisions, choices, actions and results arising out of or resulting from the coaching relationship and his/her coaching calls and interactions with the Coach. As such, the Client agrees that both the Coach and Marengo are not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of any services provided by the Coach. Client understands coaching is not therapy and does not substitute for therapy if needed, and does not prevent, cure, or treat any mental disorder or medical disease.

B. Client acknowledges that coaching is a comprehensive process that may involve different areas of his or her life, including work, finances, health, relationships, education and recreation. The Client agrees that deciding how to handle these issues, incorporating coaching principles into those areas and implementing choices is exclusively the Client’s responsibility.

C. Client acknowledges that coaching does not involve the diagnosis or treatment of mental health concerns and that coaching is not to be used as a substitute for counseling, psychotherapy, psychoanalysis, mental health care, substance abuse treatment, or other professional advice by legal, medical or other qualified professionals and that it is the Client’s exclusive responsibility to seek such independent professional guidance as needed. If Client is currently under the care of a mental health professional, it is recommended that the Client promptly inform the mental health care provider of the nature and extent of the coaching relationship agreed upon by the Client and the Coach.

D. The Client understands that in order to enhance the coaching relationship, the Client agrees to communicate honestly, be open to feedback and assistance and to create the time and energy to participate fully in the program.

E. If Client is a business partnership, it is understood that everything shared with the Coach is shared with the other partner. The Coach will not hold secrets from the other partner. If anything is shared with the coach that the coach deems relevant to the partnership, it must be shared with the other partner before or within the first five minutes of the next session.

F. Client understands that certain aspects of the coaching services may be delivered through digital tools, including artificial intelligence or automated systems. Digital coaching content and AI-driven responses are designed to support personal and professional development but do not represent professional advice. Client remains responsible for all decisions and actions arising from the use of Marengo’s digital tools.

Marengo, Coach, and Client enter into this agreement respecting each other’s privacy and intellectual property and agree to consider this a mutual non-disclosure agreement. However, please be aware that the Coach-Client relationship is not considered a legally confidential relationship (like the medical and legal professions) and thus communications are not subject to the protection of any legally recognized privilege. This includes digital tools, AI-powered chat interactions, and any communications through platforms such as Slack or other digital applications. While Marengo uses commercially reasonable efforts to protect confidentiality, Client acknowledges that digital communications may not always carry the same legal confidentiality protections as in-person conversations.The Coach agrees not to disclose any personally identifiable information pertaining to the Client without the Client’s written consent. The Coach will also not disclose the Client’s name as a reference without the Client’s consent.

Confidential Information does not include information that: (a) was in Marengo's or Coach’s possession prior to its being furnished by the Client; (b) is generally known to the public or in the Client’s industry; (c) is obtained by Marengo or Coach from a third party, without breach of any obligation to the Client; (d) is independently developed by the Coach without use of or reference to the Client’s confidential information; or (e) Marengo or Coach is required by statute, lawfully issued subpoena, or by court order to disclose; (f) is disclosed to Marengo or Coach and as a result of such disclosure the Coach reasonably believes there to be an imminent or likely risk of danger or harm to the Client or others; (g) involves illegal activity; and (h) any disclosure of known child abuse with an existing minor or elder abuse. The Client also acknowledges his or her continuing obligation to raise any confidentiality questions or concerns with the Coach in a timely manner.

Client agrees that anything shared by Marengo and Coach is confidential, proprietary, and belongs solely and exclusively to Coach and Marengo.

Use Restrictions: Client agrees to use anything shared by Coach for Client’s own educational purposes. Client will not redistribute or share Coach’s information, methods, or materials with anyone else. For example, Client may not use anything shared by Coach to offer coaching services to others. Coach stores all Client data behind password protected accounts with third party companies (examples: Evernote, Google, Calendly, and others). Client agrees not to hold Coach or Marengo responsible if a data breach occurs.

Use of Marengo’s services, including digital tools, is subject to Marengo’s Privacy Policy available at https://www.marengoexec.com/privacy. Marengo may update the Privacy Policy from time to time. For material changes affecting Client data, Marengo will provide notice to the Client. Clients may choose to terminate services within thirty (30) days of receiving notice of such changes if they do not agree to the revised terms. Continued use of Marengo’s services after such notice constitutes acceptance of the updated Privacy Policy. 

Client agrees not to copy, record, download, scrape, or otherwise reproduce any digital content, AI conversations, software, or proprietary tools provided by Marengo, except for personal, internal use related to coaching goals. Client shall not use Marengo’s digital services to develop competitive products or services.

Marengo may collect and analyze usage data such as timestamps, message volumes, technical logs, and system errors for the purposes of maintaining security, detecting misuse, troubleshooting technical issues, and improving service quality. Marengo will not access Client conversation content except as necessary to investigate a specific technical problem or as required by law.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE COACH AND MARENGO MAKE NO GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED WITH RESPECT TO THE COACHING SERVICES NEGOTIATED, AGREED UPON AND RENDERED. IN NO EVENT SHALL THE COACH OR MARENGO BE LIABLE TO THE CLIENT FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES. NOTWITHSTANDING ANY DAMAGES THAT THE CLIENT MAY INCUR, THE COACH’S ENTIRE LIABILITY UNDER THIS AGREEMENT, AND THE CLIENT’S EXCLUSIVE REMEDY, SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY THE CLIENT TO THE COACH UNDER THIS AGREEMENT FOR ALL COACHING SERVICES RENDERED THROUGH AND INCLUDING THE TERMINATION DATE.

While Marengo follows industry best practices for data security and API integrations, Client acknowledges that no system can be guaranteed completely secure. Client agrees not to hold Coach or Marengo liable for damages resulting from breaches of security beyond Marengo’s reasonable control.

Client acknowledges that digital tools and AI-powered services are provided ‘as is’ and Marengo makes no warranties regarding the accuracy, completeness, or reliability of automated responses. Marengo shall not be liable for decisions made based on digital coaching content.

Client shall indemnify and hold harmless Marengo from any claims arising from Client’s misuse of Marengo’s digital tools, including but not limited to unauthorized sharing of proprietary content or data breaches resulting from Client’s actions.

Company and Employee shall defend, indemnify, and hold harmless Coach, Marengo and its affiliates and their officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from:

(a)    any claims or injuries of Employees;

(b)    bodily injury, death of any person, or damage to real or tangible personal property resulting from Coach's or Marengo's acts or omissions; or

(c)    your breach of any representation, warranty, or obligation under this Agreement.

The Client, Marengo, or the Coach may terminate this agreement at any time.

Upon termination of this Agreement, Client’s access to Marengo’s digital platforms, including any accounts or digital coaching tools, shall cease immediately

If a dispute arises out of this Agreement that cannot be resolved by mutual consent, the Client, Coach, and Marengo agree to attempt to mediate in good faith for up to 30 Days after notice given. If the dispute is not so resolved, and in the event of legal action, the prevailing party shall be entitled to recover attorney’s fees and court costs from the other party.

This document reflects the entire agreement between the Coach, Marengo, and the Client, and reflects a complete understanding of the parties with respect to the subject matter. This Agreement supersedes all prior written and oral representations. The Agreement may not be amended, altered or supplemented except in writing signed by both the Coach, Marengo, and the Client.

If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If the Court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

This Agreement shall be governed and construed in accordance with the laws of the State of Louisiana without giving effect to any conflicts of laws provisions.

This Agreement shall be binding upon the parties hereto and their respective successors and permissible assigns.

Our signatures on this agreement indicate full understanding of and commitment to this agreement.

This Agreement, together with Marengo’s Privacy Policy and any applicable digital tool Terms of Service, constitutes the entire agreement between the parties and supersedes all prior written and oral representations. No amendment, alteration, or supplement shall be effective unless in writing and signed by both the Coach, Marengo, and the Client.

Use of Marengo’s services, including digital tools, is subject to Marengo’s Privacy Policy available at https://www.marengoexec.com/privacy. Marengo may update the Privacy Policy from time to time. For material changes affecting Client data, Marengo will provide notice to the Client. Clients may choose to terminate services within thirty (30) days of receiving notice of such changes if they do not agree to the revised terms. Continued use of Marengo’s services after such notice constitutes acceptance of the updated Privacy Policy.