PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE. 

THIS AGREEMENT GOVERNS YOUR USE OF THE SERVICE. BY AFFIRMATIVELY AGREEING TO THESE TERMS BY EXPLICIT CONSENT OR BY USING THE SERVICE, YOU AGREE TO THE TERMS BELOW. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER OR AN ENTITY FOR WHOSE BENEFIT THIS SERVICE IS BEING USED, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON ITS BEHALF.

SUBSCRIPTION SERVICES AGREEMENT

This agreement (“Agreement”) is between the customer agreeing to these terms on behalf of itself, and if applicable, its Affiliates (as defined herein) (the “Customer”) and the CoachHub entity specified at coachhub.com/terms (“CoachHub”), and is effective as of the date upon which an Order (as defined below) is signed. Each of Customer and CoachHub are a “Party” to this Agreement, and collectively are referred to as the “Parties”. In case of conflict between the CoachHub entity indicated on a Order (defined below) or purchase order and at coachhub.com/terms, the latter shall prevail.

1. COACHHUB PLATFORM AND SERVICE

Subject to Customer’s compliance with this Agreement, CoachHub will provide Customer with digital coaching services made available through coaching-related software and applications developed by CoachHub (the “CoachHub Platform”)  or offline if applicable (collectively, the “Service”), as specified in a statement of work, quote, order form, or other purchasing document (each an “Order”). CoachHub will perform the Service in accordance with the terms of this Agreement and Order(s) issued hereunder. All Orders will be governed by, and will incorporate by reference, the terms of this Agreement. Unless otherwise agreed by the Parties in writing, CoachHub will have exclusive control over the manner and means of performing the Service.

2. USE OF SERVICE.

1. Relationship of Parties; Affiliates and Contractors. Each of Customer and CoachHub are independent contractors with respect to this Agreement and the Service, and nothing in this Agreement will be construed as establishing an employment, joint venture or other such relationship between the Parties. Customer may enter into Orders with CoachHub and its Affiliates. An Affiliate entering into an Order agrees to be bound by this Agreement as if it were an original party hereto. Customer may allow contractors to use the Service, provided Customer is responsible for their compliance with the terms of this Agreement. “Affiliate” means any company controlled by or under common control with the subject entity, directly or indirectly, with an ownership interest of at least 50%.

2. Customer Responsibilities. Customer: (i) has full responsibility for providing and maintaining the internet access required for its end users to access the CoachHub Platform and receive the Service; (ii) must keep its passwords secure and confidential and use industry-standard password management practices; (iii) is solely responsible for Customer Information (as defined below) and all activity in its account in the Service; (iv) must use best efforts to prevent unauthorized access to its account, and notify CoachHub promptly of any such unauthorized access; and (v) will use, and ensure its end users will use, the Service only in accordance with this Agreement, applicable laws, and the technical documentation provided by CoachHub (as may be updated by CoachHub from time to time it its sole discretion).
3. Customer Owned Information. Except as stated below, all data and information uploaded by Customer and its employees as well as aggregated reports generated about Coachees remain the sole property of Customer and shall be deemed (“Customer Information”).  Customer Information does not include information exchanged between individuals who have contracted with CoachHub to provide coaching as part of the Service (each a “Coach”) and coached employees of Customer (each a “Coachee”).
4. Use of Customer Information. Customer hereby grants CoachHub the right to use the Customer Information for purposes explicitly set forth in or as may be reasonably required to perform CoachHub’s obligations under this Agreement. During the term of this Agreement and for the post-termination period specified below, Customer may export its Customer Information to the extent possible pursuant to the CoachHub Platform functionality. Please contact support for more information regarding who can access what information and what data can be exported from the CoachHub Platform.
5. Permitted Users. The Service is not intended for, or offered for use by, individuals under the age of 18 years.

3. REPRESENTATIONS AND WARRANTIES; SERVICE LEVEL AGREEMENT

1. General Representations and Warranties. Each Party represents and warrants that it (i) has full right, power, and authority to enter into and perform this Agreement without the consent of any third party; and (ii) will comply with all laws, regulations, and ordinances applicable to its performance of its obligations under this Agreement. CoachHub further represents and warrants that (i) it will perform the Service in a professional manner consistent with industry standards; (ii) it has obtained (or before performing the Service will obtain) all governmental permits and licenses required to perform its obligations under this Agreement; and (c) engages only coaches who are certified to provide the Service.

2. Customer Representations and Warranties.  Customer represents and warrants that it will not, and will ensure that its end users will not (i) publish or otherwise make any CoachHub content publicly available (including on social media) without the prior written consent of CoachHub; (ii) use the CoachHub Platform for any purposes other than those contemplated by this Agreement and any Order; or (iii) use any aspect of the Service including, without limitation, chat tools and coaching sessions to engage in abusive, harmful or harassing behavior or to display defamatory or inflammatory content.
3. Availability Warranty. CoachHub warrants to Customer that CoachHub will maintain the availability of the Service as provided in the Service Level Agreement and Customer Support Policy located at coachhub.com/terms-sla (“SLA”). CUSTOMER'S EXCLUSIVE REMEDY AND COACHHUB'S SOLE OBLIGATION FOR ITS FAILURE TO MEET THIS WARRANTY WILL BE FOR COACHHUB TO PROVIDE FREE COACHING SESSIONS AS SPECIFIED IN THE SLA, OR, IN THE EVENT OF EXPIRATION OR TERMINATION OF THIS AGREEMENT, A REFUND EQUIVALENT TO THE VALUE OF SUCH FREE COACHING SESSIONS.  TO QUALIFY FOR REMEDIATION PURSUANT TO THIS WARRANTY, CUSTOMER MUST NOTIFY COACHHUB OF A BREACH WITHIN 30 DAYS OF THE END OF THE CALENDAR MONTH IN WHICH THE BREACH OCCURS. FAILURE BY CUSTOMER TO PROVIDE TIMELY NOTICE OF A BREACH OF THIS AVAILABILITY WARRANTY SHALL CONSTITUTE A WAIVER OF THE REMEDIES SET FORTH ABOVE.
4. General Warranty. CoachHub warrants to Customer that: (i) CoachHub will not (a) intentionally cause a material reduction of the overall functionality or security of the Service or (b) materially reduce the scope of support set forth in the SLA; and (ii) the CoachHub Platform will perform materially in accordance with its technical documentation For any breach of this warranty, Customer’s exclusive remedies are those described in the “Mutual Termination for Material Breach” and “Effect of Termination” sections set forth in this Agreement.

5. DISCLAIMERS. COACHHUB AND COACHES PROVIDING SERVICES DO NOT PROVIDE MEDICAL OR PSYCHOLOGICAL ADVICE. COACHES ARE INSTRUCTED TO DIRECT USERS TO MEDICAL OR PSYCHOLOGICAL EXPERTS WHEN APPROPRIATE (AS DETERMINED BY COACHES IN THEIR SOLE DISCRETION USING THEIR PROFESSIONAL JUDGMENT). COACHING SESSIONS ARE NOT INSTRUCTIONAL BUT RATHER DESIGNED TO HELP COACHEES TAKE ACTION TO REACH THEIR GOALS. SELECTION OF SUCH ACTIONS IS AT THE SOLE AND EXCLUSIVE DISCRETION OF COACHEES. EXCEPT AS EXPLICITLY SET FORTH HEREIN, COACHHUB DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. WHILE COACHHUB TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, COACHHUB DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED. COACHHUB IS NOT RESPONSIBLE FOR THIRD-PARTY PRODUCTS OR SERVICES (FOR EXAMPLE MICROSOFT TEAMS), EVEN IF THEY ARE ASSOCIATED WITH THE SERVICE OR THE COACHHUB PLATFORM.

4. PAYMENT.

Unless otherwise specified in an Order, Customer must pay all fees within 30 days of issuance of an invoice by. CoachHub reserves the right to impose a late payment fee of the greater of 1.5% per month or the maximum permitted by applicable law, and/or suspend provision of the Service until payment is rendered. The fees are exclusive of sales, use, withholding, VAT and other similar taxes, and Customer is responsible for payment of such taxes at the rate and in the manner prescribed by law. If CoachHub has the legal obligation to pay or collect taxes for which Customer is responsible under this section, CoachHub will invoice Customer and Customer will pay that amount unless Customer provides CoachHub with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. MUTUAL CONFIDENTIALITY.

1. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a Party (“Discloser”) to the other Party (“Recipient”), whether orally, visually, or in writing, which is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). CoachHub's Confidential Information includes, without limitation, the technical details of CoachHub Platform and the Service, as well as pricing information. Customer's Confidential Information includes, without limitation, the Customer Information.

2. Protection of Confidential Information. Recipient must use reasonable care, and not less than the same degree of care that it uses to protect the confidentiality of its own confidential information) to: (i) not use any Confidential Information of Discloser for any purpose outside the scope of the provision or receipt of the Service (as applicable); and (ii) limit access to Confidential Information of Discloser to its employees and contractors who need such access and who are bound by confidentiality obligations not materially less protective of the Confidential Information than those in this Agreement.

3. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient before its disclosure by the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) is independently developed by the Recipient without use of or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order but will promptly provide Discloser with notice of such requirement, and (solely where permitted by applicable laws) with advance notice of disclosure to allow Discloser to seek a protective order.
4. No Warranty. Confidential Information is provided “AS IS”, and, except as explicitly set forth herein, each Party hereby disclaims any and all warranties, whether implied, express, statutory or otherwise (including the implied warranties of merchantability, fitness for a particular purpose, title, noninfringement, accuracy, and quiet enjoyment), with respect to any Confidential Information or other information or materials supplied by supplied by such Party pursuant to this Agreement.

5. Data Security Measures.

1. Security Measures. CoachHub: (i) implements and maintains reasonable security measures appropriate to the nature of the Confidential Information including, without limitation, technical, physical, administrative, and organizational controls, designed to maintain the confidentiality, security, and integrity of Customer's Confidential Information; (ii) implements and maintains industry standard systems and procedures for detecting, preventing, and responding to attacks, intrusions, or other systems failures and regularly tests, or otherwise monitors the effectiveness of the safeguards’ key controls, systems, and procedures; (iii) designates an employee or employees to coordinate implementation and maintenance of its security measures; and (iv) identifies reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of Customer's Confidential Information that could result in the unauthorized disclosure, misuse, alteration, destruction, or other compromise of such information, and assesses the sufficiency of safeguards in place to control these risks.

2. Notice of Data Breach. If CoachHub becomes aware that Customer Information was accessed or disclosed in breach of this Agreement, CoachHub will notify Customer without undue delay, immediately act to eliminate the breach and preserve forensic evidence and provide available information to Customer regarding the nature and scope of the breach.

6. PROPERTY.

1. Intellectual Property Ownership. CoachHub and its licensors are the sole owners of the CoachHub Platform and Service and any enhancements or modifications thereto (even if created at the request or direction of Customer), including all associated all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights (“Intellectual Property Rights”). Customer may not remove or modify any proprietary marking or restrictive legends in the materials provided in connection with CoachHub’s provision of the Service, including, without limitation, the CoachHub Platform. If Customer provides feedback or suggestions about the Service or the CoachHub Platform, CoachHub (and those it allows to use its technology) may use such information without obligation to Customer. CoachHub reserves all rights that are not expressly granted in this Agreement.
2. Restrictions. Customer may not: (i) sell, resell, rent, or lease the CoachHub Platform or use it in a service-provider capacity; (ii) use the CoachHub Platform to store or transmit marketing emails, libelous, or otherwise objectionable, unlawful, or tortious material, or to store or transmit infringing material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the CoachHub Platform or its related systems or networks; (v) reverse engineer the CoachHub Platform (except as explicitly allowed by applicable law); or (vi) access the CoachHub Platform to build a competitive service or product, or copy any feature, function, or graphic for competitive purposes. CoachHub may immediately suspend the provision of the Service if CoachHub believes in good faith that Customer’s use of the Service poses an imminent threat to the security, availability or legality of the Service; in such an event, CoachHub will work with Customer to address the issue and, if practicable, promptly restore the Service. Suspension of the Service pursuant to this section shall not be subject to the SLA, and Customer shall not be entitled to compensation thereunder.
3. Aggregated Information. CoachHub may compile, and retains all intellectual property rights in and to, statistical information related to the performance of the Service and may make such information publicly available, provided that such information shall be in aggregated form, shall not disclose Customer Information, and shall not identify the Customer or the Customer end users (except where Customer and/or a Customer end user (as may be applicable) has given prior written consent).

7. TERM AND TERMINATION.

1. Term. Unless terminated as provided below, this Agreement shall remain in effect until the 30th day after all active Orders have expired or been terminated (the “Agreement Expiration Period”). In the event the Parties wish to execute new Orders within one (1) calendar year following the Agreement Expiration Period, the terms of this Agreement will govern unless otherwise specified in writing by the Parties.

2. Mutual Termination for Material Breach. If either Party is in material breach of this Agreement, the other Party may terminate this Agreement, or any Order issued hereunder if such breach has not been cured within 30 days of receipt of written notice thereof.

3. Effect of Termination. If Customer terminates this Agreement or any Order issued hereunder due to a material breach by CoachHub, CoachHub will refund prepaid fees unused as of the effective date of such termination. If CoachHub terminates this Agreement due to material breach by Customer, Customer will promptly, and in no event later than thirty (30) days following the effective date of termination, pay any unpaid fees for all Orders.

4. Return of Customer Information.

1. Within 15 days after termination, upon written request from Customer, CoachHub will make the Service available for Customer solely to export Customer Information as provided in Section 2(d).

2. After such 15-day period, CoachHub has no obligation to maintain the Customer Information and may destroy it.

8. LIMITATION OF LIABILITY

1. EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT ALLOWED BY LAW, COACHHUB SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF OR UNAUTHORIZED ACCESS TO DATA OR INFORMATION; AND LOST PROFITS, REVENUE, OR ANTICIPATED COST SAVINGS), EVEN IF IT KNOWS OF THE POSSIBILITY OR FORESEEABILITY OF SUCH DAMAGE OR LOSS.

2. TOTAL LIMIT ON LIABILITY. TO THE MAXIMUM EXTENT ALLOWED BY LAW, COACHHUB'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL NOT EXCEED FIVE TIMES THE AMOUNT PAID BY CUSTOMER WITHIN THE 12-MONTH PERIOD PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY.

9. INDEMNIFICATION FOR THIRD-PARTY INFRINGEMENT CLAIMS.

CoachHub will defend or settle any third-party claim against Customer to the extent that such claim alleges that CoachHub technology used to provide the Service infringes a copyright, patent, trademark, or other intellectual property right, if Customer promptly notifies CoachHub of the claim in writing, cooperates with CoachHub in the defense, and allows CoachHub to solely control the defense or settlement of the claim. Costs. CoachHub will indemnify and hold harmless Customer from any infringement claim defense costs it incurs in defending Customer under this indemnity, CoachHub-negotiated settlement amounts agreed to by CoachHub, and court-awarded damages. Process. If such a claim appears likely, then CoachHub may modify the Service, procure the necessary rights, or replace it with the functional equivalent. If CoachHub determines that none of these are reasonably available, then CoachHub may terminate the Service and refund any prepaid and unused fees. Exclusions. CoachHub has no obligation for any claim arising from: CoachHub's compliance with Customer's specifications; a combination of the Service with other technology or aspects where the infringement would not occur but for the combination; Customer Information; or technology or aspects not provided by CoachHub. THIS SECTION CONTAINS CUSTOMER'S EXCLUSIVE REMEDIES AND COACHHUB'S SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT.

10. GOVERNING LAW AND FORUM.

This Agreement is governed by the laws of the state of New York (without regard to conflicts of law principles). Any suit or legal proceeding must be exclusively brought in the federal or state courts of New York, provided, however, if Customer is not domiciled in the USA, any suit or legal proceeding must be exclusively brought in the federal or state courts of the state or country where Customer has its headquarters. The prevailing Party in any litigation is entitled to recover its reasonable attorneys' fees and costs from the other Party.

11. MISCELLANEOUS.

1. No Assignment. Neither Party may assign or transfer this Agreement to a third party, nor delegate any duty, except that the Agreement and all Orders may be assigned, without the consent of the other Party, as part of a merger or sale of all or substantially all a Party's businesses, assets, not involving a competitor of the other Party, or at any time to an Affiliate.

2. Export Compliance. The Service and Confidential Information may be subject to export laws and regulations of the United States and other jurisdictions. Each Party represents that it is not named on any U.S. government denied-party list. Neither Party will permit its personnel or representatives to access any Service in a U.S.-embargoed country or in violation of any applicable export law or regulation.
3. Europe & Data Protection & Terms. To the extent the GDPR applies or a data protection addendum is required for other purposes under applicable law, the International Data Protection Addendum located at coachhub.com/terms-dpa applies and is hereby incorporated by reference.

4. Enforceability and Force Majeure. If any term of this Agreement or an Order issued hereunder is invalid or unenforceable, the other terms remain in effect. Neither Party shall be liable for events beyond its reasonable control, including, without limitation, force majeure events (provided, however, that force majeure events shall not relieve Customer of its payment obligations hereunder).

5. Publicity.  Subject to the terms of this Agreement, Customer hereby grants CoachHub a non-exclusive, non-transferable, royalty-free, worldwide license to use, distribute, reproduce and display Customer’s trade name(s), trademarks, and logos (collectively, “Marks”) for use by Company on its website, in marketing materials and for general business purposes. The Parties also agree to work together in good faith in the creation of press releases, case studies and other publications of the business relationship upon reasonable request by either Party.
6. Coach Pool. During the term of an Order, and for a period of twelve (12) months following the conclusion of all active Orders, Customer agrees, on behalf of itself and its Affiliates, that it will not (absent the prior written consent of CoachHub) directly solicit, induce, recruit or otherwise endeavor to cause Coaches who have provided coaching pursuant to such Orders to accept employment or other opportunity to provide comparable coaching services to Customer.  The foregoing restriction shall not apply to pre-existing contractual relationships between Customer and the applicable Coach(es), nor shall it prohibit the engagement of Coach(es) by Customer resulting from general solicitation for services via publication on job boards or other customary means of hiring employees via public announcement.
7. Order of Precedence. If there is an inconsistency between this Agreement and an Order, the terms set forth on an Order shall prevail, unless explicitly provided otherwise in this Agreement.
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9. Survival of Terms. All provisions of this Agreement regarding payment, confidentiality, indemnification, limitations of liability, proprietary rights and such other provisions that by fair implication require performance beyond the term of this Agreement will survive expiration or termination of this Agreement until fully performed or otherwise are inapplicable.
10. Notice.  Any notice required or permitted by this Agreement (including issuance of invoices) shall be in writing, and shall be deemed sufficient upon delivery when (i) delivered personally or by courier; (ii) sent by email or fax with customary confirmation of receipt; or (iii) 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the Party to be notified at such Party’s address (in the case of CoachHub as set forth in coachhub.com/terms; in the case of Customer as set forth in the Order) as may be updated from time to time in writing.
11. Fair Use. Use of the Services may not be excessive or unreasonable (even if Customer has purchased “unlimited” coaching sessions). Scheduling more than four (4) coaching sessions a month per user may be considered excessive. Scheduling more than one coaching session in one day is allowed only under exceptional circumstances and shall not happen more than twice per coaching journey. Use of the coaching Services that exceed Fair Use may result in CoachHub limiting or suspending availability of the coaching Service to the applicable Coachee and/or the imposition of reasonable extra charges to Customer.
12. Cancellation of coaching sessions. Coaching sessions can be canceled or postponed up to twenty four (24) hours before the start of the respective coaching session. If a Coachee does not attend two or more sessions or does not cancel them with at least a twenty four (24) hours notice, CoachHub may decide to charge Customer a no-show fee for each further coaching session missed by that Coachee based on the costs incurred by CoachHub.

13. Entire Agreement and Changes. This Agreement and the Order(s) constitute the entire Agreement between the Parties and supersede any prior or contemporaneous negotiations or Agreements, whether oral or written, related to this subject matter. CoachHub rejects additional or conflicting terms of Customer, including without limitation Customer's form-purchasing document. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this Agreement and any Order issued hereunder. No representation, promise, or inducement not included in this Agreement or an Order is binding. No modification or waiver of any term of this Agreement or any Order is effective unless both Parties agree in writing.