Version: MSA-2026-07-29
Effective Date: July 29, 2026
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19th & Co., Inc.
Levi’s Plaza - 1160 Battery Street East, Suite 100, San Francisco, CA 94111
415.265.4299; hello@19thand.co
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This Agreement is entered into by and between 19th & Co., Inc., a California corporation (“Company”), and the client identified in the applicable Statement of Work (“Client”), collectively the “Parties.” This Agreement becomes effective upon the Client’s execution of an applicable Statement of Work or payment of fees under such Statement of Work, whichever occurs first.
1. Scope of Services. This Agreement governs all services, programs, and engagements delivered by 19th&CO under any applicable Statement of Work (SOW). The specific scope, format, and nature of services are defined exclusively in the applicable SOW. Services may be rendered by Company employees or independent contractors. The Company may update personnel as needed, and such assignments do not require Client approval. The Company provides service coordination, shared systems, documentation infrastructure, and administrative support to ensure continuity and quality of delivery across engagements.
2. Coaching Services. Coaching is a collaborative process designed to help the Client clarify goals, make informed decisions, and take action. Coaching is not therapy, legal advice, or financial advice. The Client remains solely responsible for all decisions, actions, and outcomes resulting from the coaching process.
3. Coach-Client Relationship. Client agrees to be an active participant: engaging fully, being open to feedback, and taking responsibility for implementation. The Company will assign a Coach and reserves the right to adjust assignments to ensure continued support. All Coaches operate under Company standards, documentation protocols, and service frameworks.
4. Scheduling & Use of Services. Scheduling and use of the Services are governed by the applicable Statement of Work (SOW). The Client is responsible for timely scheduling and participation in all agreed-upon sessions during each Billing Period.
Any missed, unused, or unbooked sessions during a Billing Period are forfeited and do not roll over to future Billing Periods. The Company will make reasonable scheduling windows available; however, availability is not guaranteed. Any between-session support, where included, is asynchronous in nature and does not replace scheduled sessions or provide real-time availability. Client acknowledges that sessions may be recorded and/or transcribed for documentation continuity, quality assurance, and internal operational purposes, subject to applicable law. "Session Materials" means session recordings (if any), transcripts (if any), recaps, notes, action items, and related documentation generated in connection with the Services.
5. Client Participation & Responsibilities. The effectiveness of the engagement depends on the Client’s active participation, including timely communication, thoughtful engagement in scheduled sessions, and follow-through on agreed priorities. Any expectations requiring Client participation will be outlined in the applicable Statement of Work. Client participation does not expand or modify the scope of the engagement beyond what is expressly defined in the applicable SOW.
6. Term of Engagement. Services are provided on a month-to-month basis unless otherwise specified in the applicable Statement of Work. For purposes of this Agreement, "Billing Period" means each recurring one (1) month period beginning on the Client's recurring billing date, or such other recurring billing date established by the Company. This Agreement automatically renews for successive Billing Periods unless terminated in accordance with Section 21.
7. Payment Terms
Billing & Autopayment Authorization. All fees are billed and charged automatically in advance via the Client's authorized payment method.
Monthly Retainer & Billing. Fees for each Billing Period are charged automatically in advance on the Client's recurring billing date. The monthly fee is an advance retainer that reserves the Company's time, availability, and service capacity for the applicable Billing Period. By entering into this Agreement, the Client authorizes the Company to charge the payment method on file for all fees due under this Agreement. The Client is responsible for maintaining a valid and current payment method on file at all times.
Termination. Termination is governed exclusively by Section 21.
Non-Refundability. Because the monthly fee reserves Company capacity in advance, all fees become earned upon billing and are non-refundable once charged, regardless of usage, scheduling, cancellation, or early termination.
Payment Processing Fees. The Client is responsible for any applicable payment processing fees, including credit card, ACH, or third-party platform fees, unless otherwise stated by the Company.
Additional Services (If Applicable). Any services outside the scope of the applicable Statement of Work must be agreed to in writing and may be billed separately.
Failed Payments. If a scheduled payment fails or is declined, the Company may suspend Services until payment is successfully processed. Continued failure to resolve payment issues may be treated as a material breach of this Agreement.
Rate Adjustments. The Company may adjust its fees upon prior written notice. Any adjusted fees will apply beginning with a future Billing Period.
Currency. All fees are stated and charged in U.S. Dollars (USD), unless otherwise agreed in writing.
Fee Disclosure. The Client's applicable fees are presented during the Company's enrollment and payment process before recurring payment is authorized. By completing enrollment and authorizing payment, the Client acknowledges and agrees to the applicable fees for the Services. Those fees are incorporated into this Agreement by reference and are not required to be reproduced in the applicable Statement of Work.
8. Meeting Cancellation Policy. Cancellations or reschedules of scheduled meetings require at least twenty-four (24) hours’ notice unless otherwise specified in the applicable SOW. Missed or late-canceled meetings may be forfeited in accordance with the SOW.
9. Confidentiality. All personal or business information shared will remain confidential unless disclosure is required by law or necessary to prevent harm. This includes both written and verbal materials shared before, during, or after this Agreement. Confidential information may be shared within the Company and with Company contractors or service providers who have a legitimate need to know in order to deliver or support the Services, and who are subject to confidentiality obligations. Notwithstanding the foregoing, the Company may use de-identified and anonymized information and Session Materials for internal business purposes consistent with Section 10, provided Client is not publicly identifiable.
10. Ownership, Licensing & Company Rights. All templates, tools, frameworks, methodologies, systems, documentation standards, session recaps, recordings (if applicable), transcripts (if applicable), and other materials created or maintained by the Company in connection with the Services (“Company Materials”) remain the exclusive property of the Company. Client is granted a limited, non-exclusive, non-transferable, non-sublicensable license to use client-facing deliverables internally within Client’s organization solely for Client’s business purposes. Client may not reproduce, distribute, publish, resell, sublicense, or use Company Materials to train or support third parties without the Company’s prior written consent. The Company may use Session Materials and/or anonymized versions of client-shared materials in aggregated, de-identified, or anonymized form for internal training, quality assurance, curriculum development, research, analytics, and improvement of Company systems, documentation standards, and service delivery. Nothing in this Agreement grants the Client any license or right to the intellectual property, deliverables, or confidential materials of any other Company client.
11. Marketing & Public Use. Unless otherwise agreed in writing, the Company may reference the Client’s logo, name, headshot, testimonial, or publicly available work (such as from the Client’s website or portfolio) for marketing or promotional purposes, including on the Company’s website, proposals, or sales materials. No royalty or compensation is owed for this use. The Company will not disclose non-public engagement details or confidential business information in any marketing use.
12. Record Retention & System Use. The Company maintains internal records and documentation (including session recaps, transcripts when applicable, and service-related materials) within Company-designated systems to support service delivery continuity, quality assurance, and internal operations. The Company does not guarantee indefinite retention or archival access for Client and may delete or remove materials in accordance with its internal policies, legal obligations, or system limitations. Client remains responsible for downloading and maintaining copies of any materials Client wishes to retain.
13. Use of Client Credentials. If the Client provides login credentials (e.g., for social media, websites, email platforms, etc.), the Company is not liable for any unauthorized access or system disruptions associated with those credentials.
14. Scope Limitation Regarding Professional Advice. Client acknowledges that Services provided under this Agreement are strictly advisory coaching services and do not constitute licensed legal, financial, accounting, or Human Resources (HR) consulting. All recommendations and guidance are strategic in nature. The Client retains sole responsibility for implementation, regulatory compliance, employment decisions, financial reporting, tax treatment, and all related legal obligations. Client agrees to consult with appropriate licensed professionals (e.g., attorney, CPA, HR consultant) before implementing any decisions that require professional licensure or regulatory compliance. The Company makes no guarantee regarding outcomes or the performance of any referred tools, subcontractors, or services.
15. Data Handling. The Company agrees to take reasonable measures to protect the confidentiality and integrity of Client data. Client agrees that the Company's obligations regarding data security are limited to taking such reasonable measures, and the Company is not liable for data breaches, hacking, or unauthorized access to Client data that is outside of the Company's control, or for any unauthorized disclosures resulting from such events. In all cases, any liability for a breach of this section shall be subject to the limitations set forth in Section 19. Access to Client data is limited to team members, contractors, or service providers engaged by the Company who reasonably need such access to perform or support the services outlined in the SOW. All individuals granted access are expected to follow appropriate confidentiality practices.
16. Independent Contractor. The Company is an independent contractor and operates as a separate business entity. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. The Client is not responsible for providing employee benefits, tax withholdings, or insurance coverage for the Company or its personnel.
17. Non-Solicitation. Client agrees not to directly solicit or hire any Company employee or contractor during the engagement and for 12 months afterward without written consent. If breached, a $10,000 recruitment and training fee applies. Client agrees that this fee is a reasonable estimate of recruiting, training, transition disruption, and lost capacity costs, and is not a penalty.
18. Indemnification. The Client agrees to indemnify, defend, and hold harmless the Company and its officers, employees, contractors, affiliates, and agents from any claims, losses, damages, liabilities, or expenses (including reasonable legal fees) arising from:
(a) the Client’s use or misuse of the services;
(b) any breach of this Agreement by the Client;
(c) any reputational harm caused to the Company, including public misstatements, unauthorized disclosures, or misuse of the Company’s name or work;
(d) any loss of the Client’s employees, contractors, or team members for any reason during or after the Company’s engagement; and
(e) any claim that materials, content, or credentials provided by the Client to the Company infringe upon or misappropriate the intellectual property rights of any third party.
The Client acknowledges that the Company is not responsible for internal personnel changes or team dynamics and shall not be held liable for outcomes related to such matters.
19. Limitation of Liability. To the fullest extent permitted by law, the Company’s liability for any claims under this Agreement shall be limited to the amount paid by the Client in the one (1) month prior to the claim or the limits of Company’s liability insurance—whichever is less.
In no event shall either Party be liable to the other for lost profits, loss of business opportunities, business interruption, or for any indirect, incidental, consequential, special, exemplary, or punitive damages, whether arising in contract, tort, statute, or otherwise—even if advised of the possibility of such damages.
19.1. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE COMPANY PROVIDES THE SERVICES AND DELIVERABLES ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTY THAT THE SERVICES OR DELIVERABLES WILL MEET THE CLIENT’S REQUIREMENTS OR BE ERROR-FREE, TIMELY, OR SECURE.
20. Return of Property. Record retention and access are governed by Section 12. The Company is not responsible for compiling materials at the end of the engagement, and Client is responsible for retaining copies of any materials Client wishes to keep.
21. Termination. Either Party may terminate this Agreement by providing written notice before the beginning of the next Billing Period. Termination will become effective at the end of the current Billing Period.
Because Services are billed in advance as a monthly retainer, all fees for the current Billing Period are earned upon billing and remain non-refundable. No additional fees will be charged for future Billing Periods after termination becomes effective.
Services will remain available through the end of the current Billing Period in accordance with the applicable Statement of Work.
22. Notices. Formal notices related to this Agreement (e.g., termination, rate changes, legal matters) must be sent to the Parties’ contact information listed at the top of this Agreement, unless otherwise updated in writing. Email delivery with confirmation is acceptable and considered effective upon receipt.
23. Governing Law; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.
In the event of any dispute arising out of or relating to this Agreement, the Parties agree to first attempt to resolve the dispute through good faith mediation in Fresno County, California, or remotely by mutual agreement.
If the dispute is not resolved through mediation, it shall be resolved by binding arbitration administered in Fresno County, California, or remotely by mutual agreement, in accordance with the rules of the American Arbitration Association (or a mutually agreed alternative arbitration provider). Judgment on the arbitration award may be entered in any court of competent jurisdiction.
Each Party shall bear its own attorneys’ fees and arbitration costs unless otherwise required by applicable law.
Nothing herein shall prevent either Party from bringing an action in small claims court for matters within its jurisdiction.
24. Electronic Signatures. This Agreement may be signed electronically and delivered by email, PDF, or digital signature platform. All such signatures will be deemed legally binding.
25. Force Majeure. Except for the Client’s obligation to pay fees due, neither Party shall be liable for any delay or failure to perform under this Agreement due to events beyond their reasonable control. These include but are not limited to acts of God, civil or military authority, public health emergencies (such as pandemics or quarantines), government orders, terrorism, war, civil unrest, labor disputes, transportation failures, power outages, or natural disasters (e.g., floods, earthquakes, fires). Affected obligations will be suspended for the duration of the delay without penalty.
26. Modification of Agreement. Any modification or amendment to this Agreement, or any additional obligation under it, will only be valid if made in writing and signed by both Parties or their authorized representatives. Notwithstanding the foregoing, the Company may update this Agreement by providing prior written notice to comply with applicable law or regulatory requirements. Such updates will be binding upon the Client and will not require additional consent.
27. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, legal representatives, and successors. Notwithstanding the foregoing, the Client may not assign its rights or obligations under this Agreement without the Company’s prior written consent, and any attempted assignment without such consent shall be null and void.
28. Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid portion shall be severed from the Agreement without affecting the validity of the rest.
29. Waiver. The failure or delay by either Party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. A waiver is only effective if it is in writing and signed by the waiving Party.
30. Entire Agreement. This Agreement, together with the applicable Statement of Work and the fees accepted by the Client during the Company's enrollment and payment process, constitutes the entire agreement between the Parties. It supersedes all prior verbal or written agreements. No changes are valid unless made in writing and signed by both Parties.
We look forward to working with you.
By executing an applicable Statement of Work or submitting payment for Services, Client acknowledges and agrees to be bound by the terms of this Agreement.