Coach Agreement

This Coach Agreement (the "Agreement") is between Coachd LLC, a Wyoming limited liability company ("Coachd," "we," "us," "our"), and you, the individual or entity registering as a coach on the Platform ("Coach," "you," "your").

By creating a coach account, completing onboarding, listing services, or otherwise using the Platform as a coach, you agree to this Agreement, the Privacy Policy, the Refund Policy, and the Reviews Policy. If you do not agree, do not register and do not use the Platform as a coach.

1. Definitions

• "Platform" means the Coachd website at getcoachd.ai, mobile applications, and related services operated by Coachd.
• "Client" means an individual who books or buys services from a Coach through the Platform.
• "Services" means the wellness coaching services Coach offers and provides through the Platform.
• "Booking"means a Client's purchase of Services through the Platform under any billing type listed in Section 6.
• "Net Revenue" means the gross amount paid by a Client for a Booking, less the platform fee, payment processing fees, applicable taxes, and refunds.
• "Founding Coach" means a Coach approved during the founding cohort period, as described in Section 4.3.

2. Relationship of the Parties

2.1 Independent Contractor

Coach is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, joint venture, or franchise relationship between Coach and Coachd. Coach is solely responsible for how the Services are provided, including hours, methodology, location, tools, and rates set within Platform options.

2.2 No Authority to Bind

Coach has no authority to enter into agreements on behalf of Coachd and shall not represent otherwise to any Client or third party.

2.3 Taxes

Coach is solely responsible for reporting and paying all income, self-employment, sales, or other taxes on amounts earned through the Platform. Coachd does not withhold taxes. Coachd or its payment processor may issue tax documents (for example, IRS Form 1099-K through Stripe) where required by law.

2.4 No Benefits

Coach is not entitled to any employee benefits from Coachd, including health insurance, retirement contributions, paid leave, workers' compensation, or unemployment insurance.

3. Platform Role

3.1 What Coachd Is

Coachd is a connection and booking platform that matches Clients with Coaches and processes Bookings and payments. Coachd is not a coach, healthcare provider, mental health service, or party to the coaching relationship between Coach and Client.

3.2 What Coachd Is Not

Coachd does not provide coaching services, supervise Coach's professional work, dictate Coach's methodology, or guarantee outcomes. Coachd does not provide tools for program building, content delivery, or customer relationship management beyond what is offered on the Platform.

4. Coach Eligibility and Onboarding

4.1 Eligibility

Coach must (a) be at least 18 years old, (b) be legally able to enter contracts, (c) hold any licenses, certifications, or registrations required to provide the Services in Coach's jurisdiction, and (d) not be subject to any order, suspension, or restriction that would prevent Coach from offering the Services lawfully. Coach shall provide proof of any of the foregoing on Coachd's reasonable request.

4.2 Onboarding

Coach must complete the onboarding flow, which includes identity information collection, Stripe Connect account creation, profile creation, and acceptance of this Agreement and Platform policies.

4.3 Vetting Tiers

Coachd offers tiered profile badges. Tier assignment is at Coachd's sole discretion based on the published vetting framework:

1. Verified. Basic identity and credential verification.
2. Coachd Vetted. Methodology and reference review.
3. Coachd Specialist. Specialty-specific review with elevated standards.
4. Founding Coach. Granted to a limited founding cohort of coaches approved before public launch, as determined by Coachd at its sole discretion. The Founding Coach badge is permanent, non-transferable, and stacks with any vetting tier. The Founding Coach badge recognizes early commitment to the Platform and is not a quality signal.

4.4 Tier Changes

Coachd may revoke or downgrade a vetting tier (other than Founding Coach) for misconduct, expired credentials, repeated low ratings, or material breach of this Agreement. Founding Coach status may be revoked only for material breach, fraud, or harm to Clients.

5. Fees and Payments

5.1 Platform Fee

Coachd charges a platform fee of fifteen percent (15%) of the gross Booking amount, deducted automatically through Stripe Connect's application_fee_amount mechanism at the time of payment.

5.2 Founding Period

For Founding Coaches who migrate existing Clients onto the Platform on monthly subscriptions, Coachd waives the platform fee on those specific migrated Clients for sixty (60) days, beginning on the date of the Coach's first Booking on the Platform with that Client. The waiver applies only to:

• Clients with whom Coach had a documented coaching relationship before the Client's account creation on the Platform, and
• monthly subscription billing.

The waiver does not apply to new Clients, session packs, fixed programs, or single sessions. Migration of an existing Client must be confirmed in writing by both Coach and Client during the Client's onboarding.

5.3 Payment Processing

Payments are processed by Stripe under Stripe Connect. Coach must maintain a Stripe Connect account in good standing to receive payouts. Coachd is not responsible for Stripe's fees, holds, freezes, or decisions, which are governed by Stripe's terms.

5.4 Payouts

Stripe sends Net Revenue to Coach's connected bank account on the schedule defined in Coach's Stripe Connect account settings, subject to Stripe's payout policies and any reserves Stripe may impose.

5.5 Refunds

Coach authorizes Coachd to issue refunds in line with the Refund Policy. Refunded amounts are deducted from Coach's Net Revenue or, where insufficient, from Coach's future earnings on the Platform.

5.6 Chargebacks

Coach is responsible for chargebacks initiated by Clients on Coach's Bookings, including the original booking amount and any chargeback fees imposed by Stripe. Coachd may deduct chargeback amounts and associated fees from Coach's earnings.

5.7 Fee Changes

Coachd may change the platform fee or introduce additional fees with at least thirty (30) days prior written notice. If Coach does not agree, Coach may terminate this Agreement before the change takes effect.

6. Billing Types and Cancellation

6.1 Billing Types

Coach may offer Services under any of the following billing types, configured on Coach's profile:

1. Monthly subscription
2. Session pack
3. Fixed program
4. Single session

6.2 Cancellation Policy

Coach must publish a cancellation policy on Coach's profile. If Coach has not specified a policy, Coachd's default cancellation terms (published in the Refund Policy) will apply to bookings of Coach's Services.

7. Coach Obligations

7.1 Professional Standards

Coach shall:

• provide Services with reasonable care, skill, and diligence consistent with prevailing standards in Coach's specialty,
• maintain all required licenses and certifications and notify Coachd promptly (within five (5) business days) of any lapse, suspension, revocation, or material complaint affecting Coach's ability to provide Services,
• not provide medical diagnoses, prescribe medication, or perform services outside Coach's lawful scope of practice,
• refer Clients to qualified licensed healthcare professionals where the Client's needs go beyond Coach's scope,
• maintain professional liability insurance where customarily expected for Coach's specialty, in amounts customary for Coach's specialty and jurisdiction, and
• comply with all applicable federal, state, provincial, and local laws, including consumer protection, anti-discrimination, advertising, telehealth (where applicable), and data protection laws.

7.2 Conduct

Coach shall not:

• harass, discriminate against, threaten, or behave inappropriately toward any Client, prospective Client, other Coach, or Coachd personnel,
• make false or misleading claims about credentials, certifications, outcomes, before-and-after results, or experience,
• solicit or accept payment from a Client outside the Platform for Services first booked through the Platform, except as permitted under the founding migration provisions of Section 5.2,
• misrepresent the Platform, its features, vetting tiers, or fee structure, and
• post or transmit content that is unlawful, defamatory, infringing, sexually explicit, or harmful.

7.3 Profile Accuracy

Coach is responsible for the accuracy of all profile content, including credentials, specialty, pricing, availability, and bio copy. Coachd may remove or edit content that is misleading, prohibited, in violation of Platform policies, or potentially harmful to Clients.

8. AI Tools and Content

8.1 AI Features

The Platform provides AI-assisted tools, including AI-generated profile suggestions, message drafts, pre-session briefs, and matching recommendations. AI-drafted messages to Clients are never auto-sent. Coach must review and approve every AI-drafted message before it is sent to a Client.

8.2 Coach Responsibility

Coach is solely responsible for all content sent to Clients through the Platform, including content based on AI suggestions. Approving and sending an AI draft means Coach has reviewed, adopts, and is responsible for the message as Coach's own communication.

8.3 No Replacement of Judgment

AI tools are aids and shall not be relied upon as a substitute for Coach's professional judgment. Coach shall not rely on AI output for clinical, medical, mental health, or other specialized professional decisions.

8.4 AI Output and Liability

Coach acknowledges that AI output may contain inaccuracies. Coach assumes the risk of using AI output and shall not represent AI output as personally authored without acknowledging the AI assistance where required by law or professional ethics rules.

9. Client Data and Privacy

9.1 Limited Use

Coach receives Client data (intake responses, booking details, messages, outcome tracking data) solely to provide Services through the Platform. Coach shall not use Client data for any other purpose, including marketing outside the Platform, list building, or sale to third parties, without the Client's separate, informed, written consent.

9.2 Confidentiality

Coach shall keep Client data confidential and shall not disclose it to third parties except as needed to provide Services or as required by law.

9.3 Data Security

Coach shall put in place reasonable administrative, technical, and physical security measures to protect Client data in Coach's possession or control.

9.4 Privacy Compliance

Coach shall comply with the Coachd Privacy Policy and all applicable data protection laws, including GDPR, CCPA, PIPEDA, and HIPAA where applicable to Coach's services.

9.5 Data Breach

Coach shall notify Coachd within seventy-two (72) hours of becoming aware of any actual or suspected unauthorized access to Client data in Coach's possession.

10. Intellectual Property

10.1 Coach Content

Coach retains ownership of Coach's content, including profile copy, photos, methodology, programs, and materials ("Coach Content"). Coach grants Coachd a worldwide, non-exclusive, royalty-free, sublicensable license to host, display, distribute, reproduce, and promote Coach Content through the Platform during the term of this Agreement and for a reasonable period after, to fulfill in-flight Bookings, comply with legal obligations, and maintain historical records.

10.2 Coachd IP

Coachd retains all right, title, and interest in the Platform, the Coachd brand and trademarks, software, AI tools, vetting frameworks, matching algorithms, and aggregated data. Coach receives no intellectual property rights in Coachd materials except the limited license to use the Platform.

10.3 Feedback

Any feedback, suggestions, or ideas Coach provides to Coachd may be used by Coachd without obligation, attribution, or compensation.

10.4 Reviews and Aggregate Data

Coachd may use Booking data, reviews, and outcome data in aggregate, anonymized form for Platform improvement, marketing, AI training, and research, without obligation or compensation to Coach.

11. Anti-Circumvention

11.1 Restriction

Coach shall not solicit, encourage, or accept off-Platform payment from any Client whose first contact with Coach occurred through the Platform, for any Services within Coach's listed offerings. This restriction applies during the term of this Agreement and for twelve (12) months following termination.

11.2 Existing Clients Exception

Section 11.1 does not apply to Clients with whom Coach had a documented coaching relationship before the Client created an account on the Platform, provided that the pre-existing relationship was disclosed during onboarding under the Founding Period or migration policy.

11.3 Liquidated Damages

Coach acknowledges that off-Platform circumvention causes harm to Coachd that is hard to quantify. For each verified breach of Section 11.1, Coach shall pay Coachd liquidated damages equal to the platform fees Coachd would have received on twelve (12) months of Services to the affected Client at Coach's then-current Platform rates. The parties agree these damages are a reasonable estimate of harm and not a penalty.

12. Reviews

12.1 Booking-Scoped Reviews

Reviews of Coach may be submitted only by Clients with at least one completed Booking with Coach.

12.2 No Manipulation

Coach shall not solicit fake reviews, offer compensation in exchange for reviews, post reviews of Coach or competitors, or attempt to suppress legitimate reviews. Coachd may remove reviews that violate the Reviews Policy and may suspend Coach for review manipulation.

12.3 AI Moderation

Coachd uses AI moderation to flag reviews for policy violations. Final decisions on review removal are made by Coachd staff. Coachd does not remove reviews solely because they are negative.

13. Suspension and Termination

13.1 Termination by Coach

Coach may terminate this Agreement at any time on thirty (30) days written notice to Coachd. Coach must complete in-flight Bookings during the notice period or arrange refunds for affected Clients in line with the Refund Policy.

13.2 Termination by Coachd

Coachd may terminate this Agreement, suspend Coach's account, or remove Coach's listing:

• for any reason on thirty (30) days prior written notice, or
• immediately, without notice, for material breach of this Agreement, fraud, illegal conduct, harm or threat of harm to Clients, repeated low ratings or substantiated complaints, or other conduct that Coachd reasonably determines is harmful to the Platform or its users.

13.3 Effect of Termination

On termination:

• Coach's profile is removed from the Platform,
• Coach must complete in-flight Bookings or refund affected Clients, and
• Sections 5.5 (refunds), 5.6 (chargebacks), 9 (privacy), 10 (IP), 11 (anti-circumvention), 14 (disclaimers), 15 (indemnification), and 16 (disputes) survive termination.

14. Disclaimers and Limitation of Liability

14.1 Platform "As Is"

The platform is provided "as is" and "as available." To the maximum extent permitted by law, Coachd disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted operation.

14.2 No Earnings Guarantee

Coachd makes no representation or warranty about the volume of Bookings, earnings, or business outcomes Coach will achieve through the Platform.

14.3 Cap on Liability

To the maximum extent permitted by law, Coachd's total liability to Coach under this Agreement, in aggregate, shall not exceed the platform fees Coachd actually received from Coach's bookings during the six (6) months preceding the event giving rise to the claim.

14.4 Excluded Damages

Coachd shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost opportunity, lost data, or reputational harm, even if advised of the possibility.

14.5 Force Majeure

Neither party is liable for failure to perform due to events beyond reasonable control, including natural disasters, war, terrorism, civil unrest, government action, internet outages, or third-party service failures (including Stripe outages).

15. Indemnification

Coach shall indemnify, defend, and hold harmless Coachd, its members, officers, employees, agents, and contractors from any third-party claim, loss, liability, or expense (including reasonable attorneys' fees) arising from:

• Coach's Services, advice, or communications to Clients,
• Coach's breach of this Agreement,
• Coach's violation of any law or third-party right,
• any claim that Coach Content infringes intellectual property, publicity, or privacy rights, or
• Coach's negligence, willful misconduct, or fraud.

16. Governing Law and Disputes

16.1 Governing Law

This Agreement is governed by the laws of the State of Wyoming, United States, without regard to its conflict of laws principles.

16.2 Binding Arbitration

Any dispute arising out of or relating to this Agreement, the Platform, or Coach's relationship with Coachd shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. Arbitration shall be held in Cheyenne, Wyoming, or by remote hearing, where the parties agree. The arbitrator's decision shall be final and binding.

16.3 No Class Actions

Coach waives any right to participate in a class, collective, or representative action against Coachd. All disputes must be brought individually.

16.4 Equitable Relief

Even with Section 16.2, either party may seek injunctive or other equitable relief in court for breaches of confidentiality, intellectual property, or anti-circumvention obligations, without first proceeding to arbitration.

16.5 Costs

Each party shall bear its own costs of arbitration, except that the arbitrator may award reasonable attorneys' fees to the prevailing party where permitted by law.

17. Modifications

Coachd may change this Agreement on at least thirty (30) daysprior written notice (by email to Coach's account email or notice in the coach dashboard). Continued use of the Platform after the effective date is acceptance. If Coach does not agree, Coach may terminate this Agreement before the effective date with no penalty.

18. General Provisions

18.1 Entire Agreement

This Agreement, together with the Privacy Policy, Refund Policy, Reviews Policy, and any other policies expressly referenced, is the entire agreement between Coach and Coachd and supersedes all prior or contemporaneous agreements, communications, or representations.

18.2 Severability

If any provision of this Agreement is held unenforceable, the rest shall remain in full force and effect.

18.3 No Waiver

Failure by either party to enforce any provision of this Agreement is not a waiver of that provision or any other.

18.4 Assignment

Coach may not assign this Agreement, by operation of law or otherwise, without Coachd's prior written consent. Coachd may assign this Agreement freely, including in connection with a merger, acquisition, or sale of assets.

18.5 Notices

Notices to Coachd shall be sent to legal@getcoachd.ai. Notices to Coach shall be sent to the email address on Coach's account. Notices are deemed received on the date sent (for email) or three (3) business days after mailing.

18.6 Independent Counsel

Coach acknowledges having had the opportunity to review this Agreement with independent legal counsel of Coach's own choosing.

18.7 Headings

Section headings are for convenience only and do not affect interpretation.

By clicking "I Agree" during onboarding, Coach acknowledges having read, understood, and agreed to be legally bound by this Agreement.