Prosper with Em · Emilia Ceballos Delaney · hello@prosperwithem.com
By completing a purchase through Prosper with Em's checkout page, the Client agrees to be bound by these terms and conditions.
1. Definitions
Unless the context requires otherwise, the following capitalized terms have the following meanings:
"Agreement" means these Terms, together with the program-specific terms set out on the applicable Sales Page and the contact and purchase details submitted by the Client on the Checkout Page, each as they stood at the time the Client pressed the purchase button on the Checkout Page.
"Business Hours" means between 9:00 AM and 6:00 PM Pacific Standard Time (PST) on Monday through Friday, excluding public holidays observed in California, United States of America, as may be amended in accordance with clause 2.2.
"Checkout Page" means the Stripe checkout page through which the Client completes the purchase of the Coaching Program.
"Client" means any person who has agreed to, and is bound by, this Agreement.
"Coach" means Emilia Ceballos Delaney, acting in the name of the sole proprietorship Prosper with Em, having the registered business address at [YOUR BUSINESS ADDRESS], Los Angeles, California, United States of America.
"Parties" means the Coach and the Client together; "Party" means either one.
"Sales Page" means the services page at https://www.prosperwithem.com/services that describes and offers the applicable Coaching Program.
"Terms" means these terms and conditions.
2. Coaching Program
2.1 Scope
The Client engages the Coach to provide the following (the "Coaching Program"):
- (a) coaching meetings between the Coach and the Client, held via Zoom or another platform determined by the Coach, in the number and duration specified on the applicable Sales Page (each a "Meeting" and collectively, the "Meetings"); and
- (b) any other services explicitly stated on the applicable Sales Page as included in the Coaching Program.
2.2 Business Hours
The Coach performs services under the Coaching Program only during Business Hours. The Coach may adjust Business Hours with reasonable prior email notice.
2.3 Not Included
The Coaching Program does not include:
- (a) tax strategy or tax advice of any kind;
- (b) income optimization strategies;
- (c) money mindset coaching;
- (d) any forms of communication other than as specified on the Sales Page, unless determined otherwise by the Coach at the Coach's sole discretion;
- (e) any additional meetings, calls, emails, or communication beyond those specified on the Sales Page;
- (f) any additional or ancillary materials; or
- (g) any services or deliverables beyond those expressly described on the Sales Page.
2.4 Additional Services
If the Client requests services outside the scope or outside Business Hours, the Coach may charge an additional fee. The Coach is not obliged to accept such requests and may require a separate written agreement.
2.5 Postponement
Adjustments may result in Meeting dates being postponed. Any new Meeting dates provided by the Coach replace the previous ones.
2.6 Intellectual Property
The Coach may make available coaching strategies, methods, workbooks, and other materials. All intellectual property rights vest in the Coach, the Coach's licensors, or suppliers in accordance with clause 13.
3. Fees & Payment
3.1 Fee
The Client agrees to pay the Coach the fee stated on the applicable Sales Page and Checkout Page (the "Fee").
3.2 Tax
All amounts are exclusive of applicable sales or value-added tax unless explicitly stated otherwise.
3.3 Payment Timing
The Fee is due and payable immediately upon pressing the purchase button on the Checkout Page. Payment in installments is not permitted unless expressly stated on the Checkout Page.
3.4 Payment Method
Payments are made through Stripe or any other payment processor made available on the Checkout Page. The Client carries any applicable transaction costs.
3.5 Additional Fees
If additional fees become payable under clause 2.4, the Coach will communicate the fee by email before commencing additional work. The Client must confirm by email and pay in full before the Coach is obliged to begin.
3.6 Non-Payment, Late Payments & Chargebacks
If the Client fails to make full and timely payment, or if a payment is cancelled or charged back, the Coach may suspend the Coaching Program and cancel any Meetings until all outstanding amounts are paid.
If payment is not made in full within 7 calendar days after the due date, the Coach may charge a late payment fee equal to 1.5% of the outstanding amount, accruing monthly until paid. The Coach may also charge reasonable collection costs, including legal fees.
4. Start Date, Term & Cooperation
4.1 Access
Access to the Coaching Program is provided only after:
- (a) this Agreement is entered into in accordance with clause 17; and
- (b) the Fee has been paid in full.
The Coach is under no obligation to provide services before both conditions are met.
4.2 Term
The Agreement continues for the fixed period specified on the Sales Page for the applicable package, beginning when both conditions in clause 4.1 are met (the "Term"). The Client is not entitled to pause, adjourn, interrupt, or postpone the Term.
4.3 Scheduling
After both conditions in clause 4.1 are met, the Client may schedule Meetings through the Coach's Calendly scheduling system or another method designated by the Coach. Scheduling is subject to the Coach's availability during Business Hours.
All Meetings must be used within the Term. Unused Meetings expire automatically at the end of the Term, are deemed delivered, and are non-refundable. No extension applies unless explicitly agreed by the Coach in writing.
4.4 No Rollovers
Meetings may not be banked, rolled over, or saved beyond the Term unless the Coach explicitly agrees in writing.
4.5 Materials
Any materials included in the Coaching Program will be made available after both conditions in clause 4.1 are met, at the Coach's sole discretion.
4.6 Cooperation
The success of the Coaching Program depends on the cooperation of both Parties. The Client undertakes to cooperate fully and provide the Coach with all information necessary for proper execution of the Coaching Program.
4.7 Coach Independence
The Coach performs services at the Coach's sole discretion, without supervision or guidance from the Client.
4.8 Third Parties
The Coach may engage third parties to perform parts of the Coaching Program, subject to prior approval by the Client by email, provided the Coach remains responsible for proper execution.
4.9 Check-Ins
If check-ins are included in the applicable package as stated on the Sales Page, check-ins begin after the first Meeting has taken place. Otherwise, no check-ins are included.
4.10 Coach Breaks & Unavailability
The Coach may pause or adjourn the Coaching Program for up to 4 weeks by giving the Client reasonable prior email notice specifying the adjournment period (the "Adjournment Period"). The Term will be extended on a pro-rata basis to reflect the Adjournment Period. The Coach is not obligated to compensate the Client beyond this pro-rata extension.
5. Rescheduling & Cancellation
5.1 Rescheduling by the Client
The Client may reschedule a Meeting up to 24 hours before its scheduled start time using Calendly or the method designated by the Coach, at no charge, subject to availability.
Any attempt to reschedule within 24 hours of the scheduled start time will be treated as a cancellation under clause 5.3.
5.2 Lateness
The Client must join each Meeting at the scheduled start time. If the Client is late, the Meeting still ends at the originally scheduled end time.
If the Client is more than 15 minutes late, the Coach may, at the Coach's sole discretion:
- (a) proceed with a shortened Meeting ending at the originally scheduled end time; or
- (b) treat the Meeting as cancelled in accordance with clause 5.3.
The Coach is under no obligation to wait beyond the 15-minute window.
5.3 Cancellations & No-Shows by the Client
If the Client cancels, does not attend, or fails to reschedule a Meeting in accordance with this Agreement — for any reason, including personal circumstances, scheduling conflicts, incorrect time zone conversions, outdated calendar entries, or technical issues — the Meeting is forfeited. The Client is not entitled to a refund, replacement Meeting, extended Term, or any other compensation. A forfeited Meeting does not pause or extend the Term.
5.4 Cancellations or Rescheduling by the Coach
The Coach may cancel or reschedule a Meeting by notifying the Client as soon as reasonably possible. If the Coach cancels a Meeting, the Coach will:
- (a) reschedule the Meeting to a mutually available time; or
- (b) extend the Term solely to accommodate the rescheduled Meeting, if required due to scheduling limitations.
6. Refund Policy
The Client expressly waives all applicable statutory cooling-off periods, withdrawal periods, and other cancellation or refund rights to the fullest extent permitted by law.
6.1 No Refunds
All payments are non-refundable. The Fee is earned upon receipt. The Client is not entitled to a refund for any portion of the Coaching Program — including Meetings, materials, or other services — regardless of the Client's level of participation, progress, or results, and including where the Client cancels, misses, or forfeits any portion.
6.2 Termination by the Client
If the Client cancels or terminates this Agreement for any reason, the Client will not be entitled to a refund of the Fee or any part thereof.
6.3 Termination by the Coach
If the Coach terminates this Agreement early without cause under clause 7.1, the Coach will refund the Client the pro-rated portion of the Fee corresponding to the part of the Coaching Program not yet provided, subject to clause 6.5. The Coach is not required to refund any amount corresponding to services, Meetings, or materials already provided.
6.4 No Refunds for Materials
Materials made available to the Client are non-refundable once access has been granted, regardless of whether the Client uses them.
6.5 Deduction of Transaction Costs
If the Coach grants a refund, the Coach may deduct applicable transaction, processing, and currency conversion costs, and any reasonable administrative or legal costs.
6.6 No Chargebacks
The Client agrees not to initiate a chargeback or payment dispute for any payment made under this Agreement. If a chargeback is initiated, the Client must reimburse the Coach for the full amount charged back, all bank or processor fees, and reasonable administrative or legal costs.
6.7 No Refund for Breach
The Client is not entitled to any refund if the Client has breached any payment or other obligations under this Agreement.
7. Termination
7.1 Termination by Either Party (Fixed Term)
Either Party may terminate this Agreement before the end of the Term by giving the other Party at least 14 days' written notice by email. For the avoidance of doubt, clause 6 applies.
7.2 Immediate Termination
Either Party may terminate immediately by email, without notice or compensation, if the other Party:
- (a) materially breaches this Agreement and, where remediable, fails to remedy the breach within a reasonable period after written notice (breach of payment obligations or cooperation obligations is a material breach);
- (b) engages in fraud, unlawful behavior, harassment, abuse, or any behavior making continuation unreasonable or unsafe;
- (c) becomes subject to insolvency, bankruptcy, or suspension of payments; or
- (d) is dissolved, shut down, or deceased.
7.3 Coach's Additional Termination Rights
The Coach may terminate immediately, without refund or compensation, if:
- (a) the Client has breached any obligations under clauses 12, 13, or 14;
- (b) any Client warranty under clause 8.1 is untrue or breached; or
- (c) any payment due under this Agreement has not been received in full and on time.
7.4 Suspension
The Coach may suspend performance immediately, without compensation, upon the occurrence of any event described in clauses 7.2(a), 7.3, or 11.2. Suspension does not pause or extend the Term.
7.5 Effect of Termination
Upon termination, the Coach ceases to provide services and issues a final accounting. Clauses 8 through 18 survive termination.
8. Representations, Warranties & Disclaimers
8.1 Client Representations and Warranties
The Client represents and warrants that throughout the Term, the Client:
- (a) is at least 18 years of age with full legal capacity to enter into this Agreement;
- (b) is not bound by any obligation conflicting with full compliance with this Agreement;
- (c) is in good mental and emotional health and capable of engaging fully in the Coaching Program;
- (d) will behave respectfully, safely, and kindly toward the Coach and any third party working with or for the Coach;
- (e) will not engage in aggressive, abusive, or harassing behavior toward the Coach or any associated third party;
- (f) will be honest and genuine in all representations made to the Coach;
- (g) has all necessary rights to share any third-party materials provided to the Coach, and such sharing does not infringe on any third-party intellectual property rights;
- (h) will only provide information that is true, complete, accurate, and current; and
- (i) will promptly update the Coach if any provided information changes.
8.2 Financial Coach Disclaimer
The Coach is not the Client's licensed financial adviser, certified financial planner, certified public accountant, tax adviser, tax preparer, licensed investment adviser, securities broker, insurance broker or agent, attorney, or legal adviser. Any information, advice, opinions, or other communication from the Coach does not constitute financial (planning), investment, accounting, tax, insurance, or legal advice, support, or services. The Client will not rely on any communication from the Coach as a substitute for advice from a qualified and licensed financial, tax, or legal professional. The Coach does not represent, warrant, or guarantee that the Client will achieve any specific financial, business, revenue, or income goals or outcomes as a result of the Coaching Program. The Coach disclaims any responsibility and liability in this respect.
8.3 General Disclaimers
All information provided during the Coaching Program is for informational and educational purposes only and does not constitute professional advice or create any professional-client relationship beyond the scope of this Agreement.
The descriptions of the Coaching Program on the Coach's website, social media, or elsewhere convey the general nature of the Coaching Program only and do not guarantee specific outcomes or content. The Coach reserves the right to modify the content and structure of the Coaching Program at the Coach's sole discretion.
The Client is responsible for having appropriate technology and a reliable internet connection to participate in the Coaching Program. The Coach does not represent, warrant, or guarantee that the Coaching Program will be free from errors, omissions, or disruptions.
The Coach is not responsible for (1) the effectiveness of the Coaching Program, (2) any outcomes, or (3) any decisions made by the Client based on the Coaching Program. The Coach's comments about results are expressions of opinion only.
9. Limitation of Liability
9.1 General
The Coach is not liable for any loss, damage, or costs arising from any act or omission under this Agreement, unless a competent court has irrevocably ruled that such damages are attributable to the Coach's intentional misconduct.
9.2 Cap
The Coach's aggregate liability is limited to the total Fee, excluding taxes, paid by the Client under the Coaching Program that caused the damages.
9.3 No Indirect Damages
The Coach is not liable for indirect damages, consequential loss, loss of profits, lost savings, reduced goodwill, or loss due to business interruption.
9.4 Notice Requirement
The Client must report damage to the Coach by email as soon as possible, and no later than 14 days after becoming aware of it. A claim expires 6 months after the Client's discovery of the relevant event if the Coach has not been notified.
9.5 Exceptions
Nothing in this clause limits liability for fraud, willful misconduct, gross negligence, or liabilities that cannot be excluded under applicable law.
10. Indemnity
The Client agrees to indemnify and hold the Coach harmless from all claims, losses, damages, costs, and expenses (including legal fees) arising from:
- (a) the Client's actions or omissions;
- (b) the Client's use of information or materials from the Coaching Program;
- (c) the Client's violation of any law or regulation;
- (d) the Client's breach of this Agreement; or
- (e) infringement by the Client of any intellectual property or third-party rights.
11. Force Majeure
Neither Party is obliged to perform if prevented by circumstances beyond their reasonable control, including acts of God, terrorism, war, software failures, changes in law, governmental actions, power failures, internet failures, or cybercrime. If a force majeure event lasts more than 60 calendar days, either Party may terminate immediately by email without compensation.
12. Non-Disparagement & Prohibited Behavior
The Client agrees not to disparage the Coach's brand, services, or reputation. The Client will not use any information or materials from the Coaching Program in any way that is illegal, defamatory, abusive, hateful, misleading, discriminatory, or harmful to any person.
13. Intellectual Property
This Agreement does not give the Client any ownership rights, license, or interest in any materials provided by the Coach. All intellectual property rights remain exclusively vested in the Coach, the Coach's licensors, or suppliers.
The Client may not share, reproduce, distribute, sell, or exploit any materials from the Coaching Program without the Coach's express written consent.
The Client provides the Coach with an irrevocable, royalty-free, non-exclusive license to use the Client's personal name and any materials created or provided by the Client for marketing, advertising, and promotional purposes.
14. Confidentiality
The Parties shall treat as strictly confidential all information received from the other Party that is reasonably understood to be confidential, and shall not disclose or use it for other purposes. These restrictions do not apply where disclosure is required by law.
15. Personal Data
The Coach uses the Client's personal data only for the purposes of this Agreement and in compliance with applicable data protection law. For more information, see the Privacy Policy.
16. Communication
All notices and communications must be sent by email to:
- To the Coach: hello@prosperwithem.com
- To the Client: the email address provided on the Checkout Page
The Coach shall endeavor to respond to emails within 24 business hours during Business Hours. This is a target and not a guaranteed service level.
17. Electronic Agreement
This Agreement is an electronic contract with the full force of a handwritten signature. It is entered into and becomes effective at the moment the Client presses the purchase or order confirmation button on the Checkout Page. Payment processing alone does not substitute for this acceptance mechanism.
In the event of any inconsistency between these Terms and the Sales Page or Checkout Page, these Terms prevail.
18. Miscellaneous
Neither Party may assign any rights or transfer any obligations under this Agreement without written agreement.
This Agreement is the entire agreement between the Parties regarding its subject matter and supersedes all prior understandings. No amendment is binding unless agreed in writing.
If any provision is invalid or unenforceable, the remaining provisions remain in full force.
No failure or delay by the Coach in exercising any right shall operate as a waiver.
19. Governing Law & Jurisdiction
This Agreement and any non-contractual obligations arising from it shall be governed by the laws of the State of California and the United States of America. Any dispute shall be submitted exclusively to the competent courts of Los Angeles County, California.
