Coach Platform Agreement

Version 2.7.3 · Ratified · Effective date 2026-08-10

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HiringCoachAI Coach Platform Agreement

Version 2.7.3 · Effective August 10, 2026

Upon your acceptance, this Coach Platform Agreement (the "Agreement") will be a binding contract between Elite Ad Operations, LLC, a California limited liability company ("Elite," "we," or "us"), and the individual or entity registering as a coach ("Coach" or "you"). Elite offers the HiringCoachAI product and platform ("HiringCoachAI" or "Platform"). HiringCoachAI is a product, not a separate legal entity. You are being presented with the full text of this Agreement and the exact incorporated documents and can review, download, print, and save them before accepting. By checking the single unchecked acceptance box and selecting "Accept and Sign Agreement," you electronically sign this Agreement, including its Platform Fee and refund terms, arbitration and class-action waiver, and consent to electronic records. If you do not agree, do not register as a coach or use the Platform.

If you are accepting on behalf of an entity, you represent that you have authority to bind that entity, and "Coach" and "you" refer to that entity.

Definitions

In this Agreement: "Client" means a person or entity that purchases or engages your coaching services through the Platform; "Services" means the permitted coaching, education, content, and support you provide to Clients; "Offering" means the released package or other arrangement through which you describe, price, and provide Services; "SCAA" means the Stripe Connected Account Agreement; and "Elite System Error" means an error in Elite-controlled, unmodified Platform code or configuration, shown by authoritative Platform or Stripe records, that causes a charge not authorized by the applicable signed payment obligation or otherwise makes a refund necessary. It excludes Coach- or Client-supplied information or instructions, misuse, and a Stripe, card-network, bank, or other third-party action not caused by Elite-controlled code or configuration. "Platform Fee," "Refund Floor," "Data Protection Liabilities," and "Uncapped Liabilities" have the meanings given where they are bolded. "Including" means "including without limitation."

Key economic terms (plain-language summary)

This summary is for convenience only; the numbered Sections control. It does not change your rights or obligations.

  • Elite's fee for HiringCoachAI: the exact Platform Fee rate disclosed and captured in the applicable signed payment obligation: currently 0% on Starter, Pro, and Agency. No nonzero account-specific rate applies unless it is separately released, disclosed, and affirmatively accepted. The captured rate remains locked for every payment already authorized and for the Offering's current committed term. A later rate may apply to a future renewal only after at least 30 days' advance notice, exact disclosure of the new rate, your affirmative re-acceptance, and a right to cancel before that renewal. A later rate never rewrites an existing payment or fee snapshot. The fee is calculated on the exact signed coaching-service amount charged through the Platform. Tax, Stripe/provider fees, credits, adjustments, refunds, reversals, and off-platform amounts are not part of that fee base (Section 4).
  • Stripe's fees: Stripe's payment-processing fees on each Client payment are yours: they are deducted from your proceeds at settlement as a third-party cost of collection, in addition to the Platform Fee. They are Stripe's fees, not a charge imposed by Elite and not a reduction of the rate you set (Sections 4.2, 5).
  • Disputes: Stripe debits the disputed amount and any applicable dispute fee from your connected account. Whether Stripe returns an amount or fee depends on the outcome and your Stripe pricing (Section 7).
  • Refunds: you must provide the full remaining refundable amount on request within 30 calendar days of each Client charge, even after delivering some or all Services and without requiring a reason. Each recurring charge has its own window. You fund the refund; the Platform Fee and Stripe processing fees remain your expenses for an ordinary refund arising from your policy or Services. If an Elite System Error caused the charge or made the refund necessary, Elite will refund or credit the Platform Fee it received for that charge (Section 6).
  • Holds/reserves: Stripe controls connected-account payout timing, holds, reserves, and negative-balance recovery under its terms; Elite may pause new payment collection or payment-tool access for risk (Section 5).
  • Taxes: you provide Stripe the tax information it requires; Stripe handles any connected-account reporting or withholding it determines is required. No particular tax form is promised. You remain responsible for your own taxes and any other filings (Section 9).
  • Required coverage: you maintain the licenses, registrations, surety bonds, and insurance required by applicable law or a written Client contract and provide reasonable evidence on request (Section 11.3).

Example. Your signed Client agreement authorizes an exact $200 coaching-service charge through HiringCoachAI. That $200 service amount is the Platform Fee base; the current product does not add an automatically calculated or localized tax amount. At the current 0% plan rate, Elite's Platform Fee is $0 for HiringCoachAI. Stripe still debits its payment-processing fee from your connected account under your Stripe pricing. If that Stripe fee is $6.10, your resulting proceeds are $193.90. The exact Stripe amount varies with payment method and Stripe's then-current pricing. A later refund or dispute is also debited from your connected account under Stripe's terms. Elite ordinarily retains the Platform Fee, but refunds or credits it if an Elite System Error caused the charge or made the refund necessary.

1. The relationship: you are an independent provider, not our employee or agent

1.1 Independent provider. You are an independent provider operating your own coaching business. Nothing in this Agreement creates an employment, agency, partnership, joint-venture, or franchise relationship between you and Elite. You are not Elite's employee, agent, or representative, and you have no authority to bind, or act on behalf of, Elite.

1.2 You control your business. As an independent provider, you, and not Elite:

  • (a) set, and negotiate, your own prices and rates and the terms of your Services, and you set and retain the rate you charge your Client; the Platform Fee is not a reduction or deduction of that rate (see Section 4.1);
  • (b) own your Client relationships and your clientele, and Elite does not restrict your ability to maintain, contact, or grow that clientele;
  • (c) are free to provide services elsewhere, including through other platforms, your own channels, and HiringCoachAI's competitors;
  • (d) provide your own tools, equipment, and materials for delivering your Services;
  • (e) set your own hours and decide when, where, and how you work;
  • (f) are free to accept or decline any Client or engagement without penalty from Elite;
  • (g) deliver your Services under your own name or business name, not under Elite's name or the HiringCoachAI brand;
  • (h) are customarily engaged in an independently established coaching trade, occupation, or business of the same nature as the Services you provide; and
  • (i) are not, and will not be, subject to Elite assigning you Clients, setting quotas, evaluating or scoring your sessions, or requiring you to use any particular methods, scripts, curriculum, or scheduling; Elite does none of these.

1.3 No control by Elite. Elite does not, and will not, under the terms of this Agreement or in fact, supervise, direct, or control the manner or means by which you deliver your Services, including the methods, scripts, scheduling, or substance of your advice.

1.4 No benefits; you bear your own costs. You are not entitled to any employee benefits from Elite. Elite does not withhold payroll taxes, provide workers' compensation, unemployment insurance, or any benefits on your behalf. You are responsible for your own business expenses, insurance, and taxes (see Sections 9 and 11).

1.5 You are the provider and seller of your Services. For payments collected through the Platform for your Services, you are the seller and provider of record of the Services. You, not Elite, are responsible for the Services, refunds, and taxes. Elite is not the seller or provider of coaching services; Elite operates HiringCoachAI and collects a separate Platform Fee (Section 4), and Stripe processes payments and payouts through Stripe Connect. The card-network statement descriptor for your Services must identify you or your business accurately and must not identify Elite or HiringCoachAI as the seller or provider. Stripe or a card network may add technical text required by its systems; that text does not change this allocation. You must keep the business identity and customer-support information used for your connected-account charges accurate.

1.6 Your business registration and filings. You maintain your own independently established coaching business and hold any business license, tax registration, fictitious-business-name filing, or similar registration required for your business in each jurisdiction where you operate, and you make all customary business filings (such as annual registrations and tax filings) for that business.

1.7 Risk measures are not penalties. Risk-management measures applied for payment, refund, dispute, fraud, legal, or compliance reasons (such as clearance windows, holds, reserves, payout pauses, or suspension under Sections 5, 7, and 19) are not penalties for your exercise of independence, including your acceptance or rejection of any Client, your prices or terms, or your provision of services elsewhere.

2. Elite's role: technology and payments facilitator

2.1 We are a technology and payments facilitator. Elite provides HiringCoachAI software, tools, and payment-facilitation services that help you operate your coaching practice. As between you and Elite, you, not Elite, are the provider of the Services. Elite does not provide the Services, does not operate HiringCoachAI as an employment agency, job-listing service, or job-placement service in connection with your Services, and is not a party to any agreement between you and your Client.

2.2 Required Client agreement; Elite is not a party. Elite provides the mandatory baseline agreement through HiringCoachAI for every payment collected through the Platform. That agreement is solely and directly between you and your Client; Elite presents and records the agreement workflow but does not become a party to, endorse, or guarantee your engagement or Services. You and your Client may separately agree to supplemental terms, but those terms cannot replace, conflict with, or reduce the protections in the mandatory baseline concerning price, payment authorization, recurring-billing consent, cancellation, refunds, no-shows, disputes, or Elite's platform role. The mandatory baseline controls any conflict concerning a Platform transaction. The HiringCoachAI workflow does not accept free-form legal terms into that baseline. You remain responsible for jurisdiction-specific terms applicable to your Services and may use the payment workflow only where its current contract path supports them (see Section 11).

2.3 No endorsement; no guarantee of Clients or income. Elite does not endorse, vet the quality of, or guarantee any coach, and does not guarantee that you will obtain any Clients, income, or results.

2.4 No holding out; no endorsement (mutual). You will not represent that Elite endorses, supervises, guarantees, vets, or stands behind you or your Services, or that Elite is a party to, or responsible for, your Client engagements. Elite, for its part, will present you as an independent provider and will not represent you as its employee, agent, or staff, or describe coaches as belonging to HiringCoachAI or as part of its team in a manner that states or implies an employment or agency relationship. Each party's marketing will reflect that coaches are independent providers and HiringCoachAI is the product through which Elite provides facilitation.

2.5 Composable Offerings. Subject to the controls and jurisdictional limits in this Agreement, an Offering may use any combination made available in the released Platform workflow, including one-to-one sessions, group sessions, workshops, fixed programs, retainers, courses, digital downloads, asynchronous support, and hybrid arrangements. A released Offering may be free or may use one-time, installment, recurring, setup-fee, or multiple disclosed pricing options. Your editable profile or sales copy may describe an Offering but may not contradict the authoritative inclusions, timing, price, renewal, cancellation, or refund terms shown in the applicable signed agreement and checkout record. Availability of a format or price control does not authorize a prohibited or regulated service under Sections 10, 11, or 13.

3. Payments through your Stripe connected account

3.1 Direct-charge authorization. You authorize Elite, through HiringCoachAI, to use Stripe Connect to create and administer direct charges on your Stripe connected account for the exact amounts your Clients authorize. The Client charge belongs to your connected account; you, not Elite, charge the Client for your Services. You also authorize Stripe to transfer the separately owed Platform Fee to Elite at settlement as described in Section 4.

3.2 Discharge of Client obligation. A successfully completed Client payment to your Stripe connected account for your Services satisfies and discharges the Client's payment obligation to you for that amount. A payment that fails, is reversed, or is charged back does not remain satisfied. Elite does not receive or hold the coaching-service payment for its own account.

3.3 Processing through Stripe; incorporation of the Stripe agreement. Payments are processed by Stripe, Inc. through a Stripe Connect account that you onboard. The SCAA (as Stripe may update it) is incorporated into this Agreement by reference, and you agree to be bound by it. You authorize Elite, through HiringCoachAI, to use the technical rights Stripe makes available to the Platform for direct charges, application fees, and refunds authorized under this Agreement. If there is a direct conflict between this Agreement and the SCAA regarding Stripe's rights or the operation of the payment rails, the SCAA controls as to Stripe; in all other respects this Agreement controls between you and Elite. Elite is not a bank.

3.4 You must complete onboarding and verification. Before you can collect platform payments, you must complete Stripe's onboarding and identity verification (KYC). Elite may restrict access to HiringCoachAI payment collection until onboarding and verification are complete; Stripe controls payout restrictions.

3.5 Scope, custody, and holding out. Elite does not maintain a wallet, stored-value account, deposit account, or custodial account for your funds, and does not hold or use your funds for its own account. Direct-charge PaymentIntents, Charges, balance entries, refunds, disputes, chargebacks, and payouts exist on and are administered through your Stripe connected account. Stripe's transfer of a Platform Fee to Elite does not make Elite the seller, provider, or merchant of record for your Services. Elite's technical payment role through HiringCoachAI does not extend to negotiating your engagements, setting your prices, or delivering your Services.

3.6 Sanctions and compliance screening. Stripe may screen you and transactions, restrict or freeze connected-account funds, and make reports under the SCAA and applicable law. Elite may use lawful identity, sanctions, fraud, and compliance signals to restrict Platform access or new payment initiation and may make a report where required by law. Elite does not claim authority under this Agreement to hold or freeze funds in your Stripe connected account (see Sections 5 and 11.6).

4. Fees

4.1 Platform fee. Elite charges the Platform Fee rate disclosed and captured in the applicable signed payment obligation: currently 0% on Starter, Pro, and Agency. No nonzero account-specific rate applies unless it is separately released and captured after exact disclosure and your affirmative acceptance. The captured rate remains locked for each payment already authorized and for the Offering's current committed term. For a month-to-month Offering, the current committed term is the current billing period; for an Offering with a longer non-cancellable term, it is that disclosed term. A later rate may apply to a future renewal only after at least 30 days' advance notice, the exact new rate and Fee Base are disclosed, you affirmatively re-accept them, and you can cancel before the renewal without the new rate. It does not rewrite an existing payment, authorization, or fee snapshot. The rate applies to the exact coaching-service amount authorized by the applicable signed Coach-Client agreement and charged through a HiringCoachAI contract and payment workflow (the "Fee Base" and the resulting fee, the "Platform Fee"). For a fixed, installment, or recurring charge, the Fee Base is the exact signed service amount represented by the applicable payment obligation or renewal authorization. For hourly services, it is the exact service subtotal the Client separately reviews and approves before invoicing. The Fee Base excludes: (a) any sales, use, service, or similar tax; (b) Stripe or other provider processing, network, dispute, or collection fees; (c) account credits, bookkeeping adjustments, refunds, reversals, and chargebacks; (d) amounts paid outside the HiringCoachAI workflow; and (e) any amount that is not part of the exact signed or separately approved coaching-service charge. A refund, credit, reversal, or chargeback does not create a new Fee Base and does not reduce or refund the Platform Fee on the original charge except as Section 6 expressly provides.

The Platform Fee is Elite's separate fee for HiringCoachAI platform services and is not a reduction or deduction of the rate you set with your Client. You set and retain the rate you charge your Client; you separately owe Elite the Platform Fee for HiringCoachAI platform services, collected at settlement as described in Section 4.2. The Platform Fee is separate from Stripe's payment-processing fees. Your net proceeds also reflect those provider fees, which you bear as a third-party cost of collection, and any amounts you authorize under Section 5.

4.2 How fees are taken. When a separately released and accepted Platform Fee is greater than $0, Stripe transfers it to Elite as an application fee on each direct charge to your connected account. At a 0% rate, no Platform Fee is due or transferred. Stripe separately debits its payment-processing, Billing or Invoicing, network, dispute, payout, instant-payout, currency-conversion, and other applicable provider fees from your connected account under your Stripe pricing. The Platform Fee is non-refundable to you except as expressly stated in Section 6.

4.3 Your HiringCoachAI subscription is separate. Any subscription fee you pay Elite for your own HiringCoachAI plan is separate from, and must never be confused with, the Platform Fee or your Clients' payments. The Refund & Cancellation Policy in Section 6 governs the Coach-Client relationship and does not govern your HiringCoachAI subscription. The subscription terms presented when you select or change your plan govern that separate transaction.

5. Payouts, holds, reserves, and recovery of negative balances

5.1 Connected-account settlement. Client payments are direct charges to your Stripe connected account. When one is due, Stripe transfers the Platform Fee to Elite, debits its own processing and other provider fees from your connected account, and pays out your remaining connected-account balance under your Stripe payout schedule.

5.2 Stripe risk controls. Stripe controls connected-account payout timing, holds, reserves, and negative-balance recovery under the SCAA and its risk rules. Elite may pause new payment collection or access to Platform payment tools for fraud, dispute, legal, or compliance risk, but Elite does not hold your connected-account funds.

5.3 Negative balances and amounts owed. Refunds, disputes, chargebacks, and Stripe fees can create a negative balance on your connected account. You authorize Stripe to recover that balance under the SCAA, including from future payments, payouts, or your linked external account. If you separately owe Elite an unpaid Platform Fee or another amount under this Agreement, Elite may invoice you or set it off against amounts Elite otherwise owes you, as permitted by law.

5.4 No deposit with Elite. Your connected-account balance is administered by Stripe under the SCAA. It is not a deposit with Elite.

6. Refunds and cancellations

By accepting this Agreement, you expressly agree to apply HiringCoachAI's Refund & Cancellation Policy to every engagement, and you may not apply terms less protective of your Clients.

6.1 The Policy governs you and your Client, not your HiringCoachAI subscription. As the seller and provider of record, you are responsible to your Clients for refunds and cancellations. Elite is not the seller, provider, or contracting party for your Services. The Refund & Cancellation Policy governs refunds and cancellations between you and each Client for Services charged through HiringCoachAI. It does not govern your HiringCoachAI subscription with Elite, which is the separate transaction described in Section 4.3.

6.2 HiringCoachAI's Refund & Cancellation Policy (universal; not coach-configurable). You must provide a full refund of the remaining refundable amount whenever a Client requests one within 30 calendar days of each charge, even if you delivered some or all of the Services. The Client does not need to give a reason or prove non-delivery. Every initial charge and each recurring subscription charge has its own 30-day window. A Client may request less, but is entitled to the full remaining refundable amount.

An amount already refunded cannot be refunded twice. While a dispute or chargeback on a charge is active, Stripe blocks a separate refund on that charge. Any amount returned through the dispute reduces the remaining refundable amount and cannot be reimbursed again. Once the dispute closes, any remaining amount eligible under this Policy may be refunded to the original payment method. A refund request submitted within its 30-day window remains timely and eligible after the dispute closes, even if the dispute closes after that window.

After the 30-day window, you must still provide a full refund for a duplicate or erroneous charge or when no Service was delivered; a pro-rata refund for unused prepaid sessions, hours, or deliverables, less only a non-recoverable third-party cost disclosed before purchase; and any greater right required by non-waivable law, card-network rules, the signed Coach-Client agreement, or more generous written terms approved by Elite. You may decline future engagements after a refund but may not deny an otherwise eligible refund.

This Refund & Cancellation Policy ("Refund Floor") is a condition of using the Platform's payment rails and is not coach-configurable. It does not limit the prices, packages, methods, or service terms you set. Less-protective terms are void to the extent of the conflict. A standing more-protective contract term requires Elite's written agreement before it is added to a platform-generated contract, but you may always issue a more generous refund in an individual case.

6.3 You fund refunds; Platform Fee treatment; cancellation is separate. Refunds are debited from your Stripe connected account. For an ordinary refund arising from your refund policy, Services, non-delivery, cancellation, or Client request, the Platform Fee and Stripe processing fees remain your expenses and are not returned to you. If an Elite System Error caused the charge or made the refund necessary, Elite will refund or credit to you the Platform Fee Elite received for that charge within 30 days after Elite determines from authoritative records that the error occurred. Elite may return it through the connected account or apply an equal account credit. Stripe's treatment of its own fees remains governed by Stripe's terms. This allocation does not reduce the amount returned to the Client. Canceling a Client subscription stops future renewals under the disclosed cancellation terms but does not itself request a refund. A Client may separately request any refund available under this Policy.

6.4 Execution by Elite on your behalf. Where a refund is compelled by the Refund Floor, applicable law, a card-network rule, or a dispute outcome, including a refund you dispute, you irrevocably authorize and instruct Elite, through HiringCoachAI and as your limited agent for this purpose, to execute or facilitate that refund promptly from your connected account. Any such execution is performed on your behalf and as your agent, is deemed your own act, and is not an exercise of independent control over your funds. Review for payment identity, amount, duplicate reimbursement, or active-dispute status does not give you discretion to deny an otherwise eligible refund. You remain financially responsible for the full refunded amount debited by Stripe as if you initiated the refund yourself. Elite's execution of a refund is not a waiver of your obligations to your Client or an assumption of them by Elite, except for Elite's express Platform Fee obligation under Section 6.3 when an Elite System Error caused the charge or made the refund necessary.

7. Disputes and chargebacks

7.1 Disputes belong to your connected account. A direct charge and any related dispute exist on your Stripe connected account. You are the Stripe- and card-network-facing seller for the disputed Services and control whether to accept or challenge the dispute, except where a card-network rule, the Refund Floor, or law compels a specific result. Elite may provide HiringCoachAI tools and act on your instructions to help submit a response, but does not become the provider or merchant of record for your Services.

7.2 You must supply evidence and cooperate. You agree to promptly provide truthful evidence (session records, deliverables, communications, and other documentation) needed to respond to a dispute, through the tools HiringCoachAI makes available, by the deadlines Elite specifies. If you do not provide evidence on time, the dispute may be lost by default.

7.3 You are financially responsible for disputes on your Services. Stripe debits the disputed amount and any applicable dispute, chargeback, or network fee from your connected account under its terms. Whether Stripe later returns any amount or fee depends on the dispute outcome and your Stripe pricing.

7.4 Excessive disputes. Elite may pause new payment collection, suspend payment-tool access, or terminate your access if your dispute or chargeback activity is excessive. Stripe may separately apply its own risk controls.

8. (Reserved.)

This section number is intentionally reserved; its absence does not affect the meaning of any other Section.

9. Taxes and information reporting

9.1 You are responsible for your taxes; automated transaction tax is not currently supported. You are solely responsible for determining, collecting (where applicable), reporting, and remitting all taxes arising from your Services and the payments you receive, including income tax and any sales, use, or service taxes for which you, as the seller and provider of record, are responsible. Elite does not provide tax advice.

The current HiringCoachAI coach-payment product does not determine taxability, localize a tax rate, calculate or add tax to a Client charge, collect a separately stated tax amount, or remit transaction tax for you. Current supported payment records therefore bind the Client-facing total to the exact coaching-service amount and record automatic tax as disabled and tax as zero. You must not characterize an additional amount as tax inside the coaching-service amount. If you are advised that you must collect transaction tax and the current workflow cannot support a compliant charge, do not process that taxable transaction through the workflow until an appropriate method is available.

If a marketplace-facilitator or similar law requires Elite to calculate, collect, or remit a tax, Elite will do so only through a future HiringCoachAI capability that has been separately released for the applicable jurisdiction and service after tax/legal review, required registrations and responsibility mapping, provider configuration, disclosure updates, reconciliation, and production testing. Elite will give applicable Coaches and Clients clear notice when such a capability is released. No dormant configuration value, contract sentence, or provider feature makes automatic or localized tax available before that release. Once released, Elite (or its tax provider) will collect and remit tax that Elite is legally required to collect, and this Section will not make you responsible for remitting that platform-collected amount.

9.2 Information reporting (1099). Under the current direct-charge configuration, your connected account pays Stripe's fees directly. Stripe may issue an applicable Form 1099-K for payments processed on your connected account under its rules and applicable law. Check your Stripe Dashboard and keep your Stripe tax information current. Elite does not generate or display a tax form through HiringCoachAI, and no particular form is promised. You remain responsible for determining whether you have any other federal, state, local, or non-US reporting obligation.

9.3 Tax identification and withholding. You must provide Stripe the taxpayer and business information it requires for your connected account, keep it accurate, and complete any applicable Stripe-hosted tax certification. Stripe may restrict payouts or apply withholding when required under its terms or applicable law. Elite does not collect tax forms from you or withhold tax from your connected-account Client payments under the current direct-charge configuration.

9.4 No gross-up. Elite is not required to gross up or reimburse an amount Stripe or a government authority withholds from your connected-account payments. You are responsible for reconciling that amount with Stripe and the applicable tax authority.

10. No guarantees of outcomes or employment

10.1 No guarantees. Neither Elite nor you may guarantee, promise, or represent that any Client will obtain a job, interview, offer, salary, promotion, or any other employment or career outcome. Career and job-search results depend on many factors outside anyone's control, including the Client's own efforts.

10.2 No outcome-based or guarantee advertising. You will not advertise, market, or represent on the Platform or elsewhere in connection with Platform services any guaranteed job, placement, interview, refund-if-no-job, or similar outcome guarantee. Elite may remove any such content and may suspend or terminate accounts that make such representations.

10.3 No guarantee in service structure. You will not offer, sell, or structure any engagement, including any contingent, "pay-on-placement," "money-back-if-no- job," or success-fee arrangement, in a manner that constitutes or operates as a guarantee of employment, placement, or any career outcome. This prohibition applies to the structure of your engagements (not only to your advertising) and applies in all cases as a condition of using the Platform.

10.4 Truthful endorsements and testimonials. You will comply with the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255). Any testimonial, endorsement, review, or Client success story you publish on or through the Platform must reflect the honest, current opinion of a genuine Client, must not be fabricated or incentivized without disclosure or cherry-picked to imply that atypical results are typical, and must clearly and conspicuously disclose any material connection between you and the endorser. You will not represent any atypical Client result as typical, and you will not publish, solicit, or incentivize fake, misleading, or undisclosed-paid reviews.

11. Compliance with law, including career-services and employment-agency laws

11.1 General compliance. You will comply with all laws applicable to your coaching business, including consumer-protection, advertising, privacy, and professional-licensing laws.

11.2 Released service and jurisdiction scope. The generic HiringCoachAI coach workflow supports unregulated coaching, education, content, and support only. It does not authorize recruiting, staffing, headhunting, job placement, employment-agency services, legal or immigration advice, medical or mental-health diagnosis or treatment, regulated financial, investment, or tax advice, or another service regulated because of its subject or the provider-client relationship. This exclusion applies even if you hold a coaching credential or a professional license. A regulated vertical is available only after Elite separately releases a written workflow for it with the required legal review, eligibility verification, contract terms, disclosures, and jurisdiction controls. The presence of a generic field, format, or payment control is not such a release.

Paid job-search strategy, career counseling, employment counseling, or related services may trigger state or local employment-agency or career-services law. You are responsible for determining and complying with requirements applicable to you and your Clients, including licensing, bonding, fee, cooling-off, disclosure, and mandatory-contract rules. You may use only a workflow Elite has released for the applicable location and service. If a required term or control is not supported, you must not offer, sell, or provide that Service through the Platform. You will provide reasonable location and compliance information and will not evade a jurisdiction control. Elite may suspend access while eligibility is reviewed. Your breach of this Section is a material breach within Section 16.

11.3 Credentials, licensing, bonds, and insurance. The Platform requires every Coach to complete its released credential-verification process. You represent that every credential or professional license you claim is current and accurate. A verified coaching credential does not authorize a regulated vertical excluded by Section 11.2. You will maintain, at your own expense and throughout the term, each license, registration, surety bond, and insurance policy required by applicable law for permitted Services or by a written Client contract you accept. You will provide reasonable evidence promptly on Elite's request, and Elite may suspend access pending verification.

11.4 Consumer protection; control-based responsibility. You are responsible for the identity, qualifications, Offering descriptions, prices and other inputs you provide; your advertising and outcome claims; supplemental terms and Client communications; and the content, performance, legality, and delivery of your Services. You must use the Platform's released disclosures and controls, honor the authoritative signed price and Refund Floor, and not alter, contradict, or bypass them.

Elite is responsible for the platform-controlled workflow it authors and operates, including accurately rendering the server-authored baseline agreement and the authoritative price, Platform Fee, refund, renewal, and cancellation disclosures stored for the transaction; capturing the affirmative consents its workflow requires; providing the released cancellation path; and initiating charges and refunds consistently with the authoritative record and this Agreement. Each party is responsible to the extent a consumer-protection failure results from its own inputs, acts, omissions, breach, or area of control. You are not responsible for an unmodified defect in Elite's locked workflow, and Elite is not responsible for your Services or inaccurate, unlawful, or misleading information you supply.

11.5 Unlawful engagements; no ratification. To the extent your Coach-controlled Services, claims, location information, or conduct are unlawful, that unlawfulness is yours; Elite does not authorize or ratify it. The Platform Fee is consideration solely for technology and payment-facilitation services lawfully provided by Elite through HiringCoachAI, and illegality of a coach-Client engagement does not by itself invalidate this Agreement between you and Elite. This Section does not excuse Elite from responsibility for its own platform-controlled breach under Section 11.4.

11.6 Sanctions, anti-corruption, and export. You represent, warrant, and covenant on a continuing basis that: (a) applicable sanctions law does not prohibit Elite or Stripe from transacting with you or any owner or controlling person of your business; (b) you will not knowingly use the Platform to transact with a person or in a location where the transaction is prohibited by applicable sanctions law, or to facilitate money laundering, terrorist financing, or sanctions evasion; and (c) you will comply with anti-money-laundering, anti-bribery, anti-corruption, and export- or import-control laws to the extent they apply to you and the transaction. Your breach of this Section is a material breach within Section 16.

12. Your representations and warranties

You represent and warrant that: (a) you have the right, authority, and capacity to enter this Agreement; (b) all information you provide is accurate and current; (c) you are qualified to provide the Services you offer; (d) you will provide Services lawfully, professionally, and as described to your Clients; (e) your Services and content do not infringe any third party's rights or violate any law; and (f) you will comply with this Agreement, the Community and Professional Conduct Guidelines, and all applicable laws.

13. Acceptable use

You will not: misrepresent yourself, your qualifications, or outcomes; make any false, misleading, or unsubstantiated outcome, earnings, or "risk-free"/"money- back" claim; guarantee, or structure any engagement as a guarantee of, any job, interview, placement, or career outcome (see Section 10); represent yourself or your Services as a recruiter, staffing agency, headhunter, employment agency, placement service, immigration or legal advisor, medical or mental-health provider, therapist, licensed counselor, or regulated financial, investment, or tax advisor, or as procuring or guaranteeing employment through the generic Platform workflow, regardless of a credential or license you hold, unless Elite has separately released the applicable regulated vertical under Section 11.2; harass, discriminate against, or harm Clients; collect payment outside the Platform for an engagement that was transacted on the Platform in order to evade Platform Fees (and nothing in this Agreement restricts your right to provide services to, or transact directly and off-Platform with, your own Clients and clientele, or to work through other platforms or HiringCoachAI's competitors; see Section 1.2); upload unlawful, infringing, or harmful content; attempt to circumvent the Platform's security, payment, or compliance controls; or use the Platform for any unlawful purpose. Violations may result in suspension or termination.

14. Intellectual property

14.1 Your content. You retain ownership of the coaching content and materials you create. You grant Elite a non-exclusive, worldwide, royalty-free license to host, display, reproduce, and distribute your content and profile information as necessary to operate the Platform and to promote your independent listing, in each case consistent with Section 2.4 (no holding out).

14.2 Our platform. Elite and its licensors own the Platform, its software, and all related intellectual property. We grant you a limited, revocable, non-exclusive, non-transferable license to use the Platform to operate your coaching practice in accordance with this Agreement.

14.3 Feedback. If you provide Elite any suggestions, ideas, or feedback about the Platform, you grant Elite a perpetual, irrevocable, worldwide, royalty-free license to use and exploit that feedback for any purpose, without obligation or attribution to you.

15. Confidentiality, data protection, and security

15.1 Confidentiality. You will keep Client information and any non-public Elite information confidential, use it only to provide your Services and operate on the Platform, and protect it with at least reasonable care.

15.2 Mixed data roles. The parties' roles depend on the purpose of processing. Elite is an independent controller or "business" for account administration, authentication, platform security, fraud and abuse prevention, Platform operations, transaction and acceptance evidence, and legal compliance. You are an independent controller or "business" for your coaching purposes and for Client data you retain or process independently of Elite. Elite acts as your processor, service provider, or contractor only when it processes Coach-directed intake, scheduling, session, content, communication, or relationship data on your behalf. Schedule 1 (Coach Data Processing Addendum) governs that processor processing and is part of this Agreement. Each party will comply with the privacy laws applicable to its role. You will not collect sensitive personal information without a lawful basis and will honor verifiable privacy-rights requests for data you control.

15.3 Security. Each party will maintain commercially reasonable administrative, technical, and physical safeguards appropriate to the nature of the personal data it controls or processes and designed to protect it against unauthorized access, use, alteration, loss, or disclosure. Your duties include protecting Client and Elite data in your systems, devices, accounts, exports, and communications.

15.4 Incident notice. You will notify Elite without undue delay and, unless law requires earlier notice, no later than twenty-four (24) hours after becoming aware of actual or reasonably suspected unauthorized access to, acquisition, alteration, loss, or disclosure of Client personal data or Elite data in your possession or control. Elite's processor-side incident notice is governed by Schedule 1. Each party will reasonably cooperate with the other's investigation and legally required notifications. A notice is not an admission of fault.

15.5 Privacy notice and DPA. The exact Privacy Policy release identified in Section 23 applies to Elite's processing. Schedule 1 is the complete DPA between the parties for Coach-directed processor processing; no later or separately posted DPA applies unless the parties accept it under Section 21.

16. Indemnification

You will defend, indemnify, and hold harmless Elite and its officers, directors, employees, and agents from and against any third-party claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to your acts or omissions, including: (a) your Services or advice; (b) your breach of this Agreement or any representation, warranty, or covenant in it (including Sections 10, 11, 13, and 15); (c) your violation of any law, including career-services/employment-agency, tax, consumer-protection, advertising, data-protection, or sanctions/anti-corruption laws; (d) any guarantee or outcome representation you make; (e) your infringement or misappropriation of any third party's rights; (f) any claim by your Client arising from your Services, your terms, or your conduct, except to the extent the claim arises from an act Elite took contrary to your documented instruction or in breach of this Agreement; and (g) any taxes you fail to pay. This Section does not apply to the extent a claim arises from Elite's own negligence, willful misconduct, or breach of this Agreement.

Procedure. Elite will (i) promptly notify you of the claim (provided that a delay in notice relieves you of your obligations only to the extent you are materially prejudiced); (ii) give you sole control of the defense and settlement, except that you may not, without Elite's prior written consent, agree to any settlement that imposes any non-monetary obligation on, requires any admission by, or fails to fully release, Elite; and (iii) reasonably cooperate at your expense. Elite may participate in the defense with its own counsel at its own cost.

17. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, ELITE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ELITE DOES NOT PROVIDE COACHING SERVICES, DOES NOT GUARANTEE ANY CLIENTS, INCOME, OR OUTCOMES, AND IS NOT RESPONSIBLE FOR THE ACTS, OMISSIONS, ADVICE, OR SERVICES OF ANY COACH OR CLIENT. ELITE FURTHER DISCLAIMS ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, AND ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU; IN THAT CASE SUCH WARRANTIES ARE LIMITED TO THE MINIMUM DURATION AND SCOPE PERMITTED BY LAW.

18. Limitation of liability

18.1 Excluded damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, EXCEPT TO THE EXTENT INCLUDED IN AN UNCAPPED LIABILITY BELOW. Reasonable incident-response, restoration, required-notification, and credit-monitoring costs directly caused by a breach, and amounts payable on a covered third-party claim, are treated as direct damages but remain subject to the applicable cap below.

18.2 General cap. Except for Data Protection Liabilities and Uncapped Liabilities, each party's total aggregate liability arising out of or relating to this Agreement, including liability under Section 16, will not exceed the greater of: (a) the total Platform Fees paid or payable under this Agreement during the twelve (12) months before the event giving rise to the first claim; or (b) US $10,000.

18.3 Data-protection supercap. "Data Protection Liabilities" means liability arising from a party's breach of its confidentiality, data-protection, privacy, or security obligations under Section 15 or Schedule 1. Each party's total aggregate Data Protection Liabilities will not exceed the greater of: (a) US $100,000; or (b) two times the total Platform Fees paid or payable under this Agreement during the twelve (12) months before the event giving rise to the first claim.

18.4 Narrow uncapped liabilities. "Uncapped Liabilities" means only: (a) a party's fraud, willful misconduct, or gross negligence; (b) death or personal injury caused by a party's negligence; and (c) liability that applicable law does not allow the parties to limit or exclude. Neither the damages exclusion nor a cap in this Section applies to an Uncapped Liability.

18.5 Application. These exclusions and caps apply in the aggregate across all claims and incorporated documents, regardless of the theory of liability and even if a remedy fails of its essential purpose. They do not reduce either party's obligation to pay an undisputed amount already due under Sections 4 through 7; those payment obligations are not damages.

19. Term, suspension, and termination

19.1 Term. This Agreement applies from your acceptance until terminated.

19.2 Termination by you. You may stop using the Platform and terminate this Agreement at any time, subject to completing in-flight obligations to Clients and to surviving terms.

19.3 Suspension and termination by Elite. Elite may suspend your access to all or part of the Platform (including new payment collection) immediately where it reasonably believes suspension is necessary to address a risk, fraud, legal, compliance, security, or card-network concern, or a breach of this Agreement. Stripe independently controls your connected-account payouts. For a breach reasonably capable of cure, Elite will, where practicable and not prohibited by law or risk, give you notice and a reasonable opportunity (not less than ten (10) days) to cure before terminating for that breach. Elite may terminate this Agreement and your access for cause (including uncured material breach, risk, legal, or compliance reasons) and, on at least thirty (30) days' notice, for convenience. Suspension does not relieve you of obligations accrued before or during the suspension.

19.4 Survival. Sections that by their nature should survive (including 1, 2.4, 3, 4, 5, 6, 7, 9, 10, 11, 12, 13 (anti-circumvention and prohibited claims), 14.1, 14.3, 15, 16, 17, 18, 19.5, 20, 21, 22, and 23) survive termination.

19.5 Effect of termination; wind-down. On termination: (a) your right to use the Platform for new business ends, although Elite may provide limited or read-only access reasonably needed for a safe wind-down; (b) termination does not cancel a signed Client obligation, and you will complete it or make lawful arrangements for completion, transfer, cancellation, or refund; (c) Stripe continues to administer your connected account, payouts, refunds, disputes, and any negative balance under the SCAA; and (d) on a written request made within thirty (30) days after termination, Elite will make available a reasonable export of Coach-controlled records it then holds, subject to security and law. The request window does not shorten the retention periods in the Privacy Policy or Schedule 1 and does not require deletion of transaction, acceptance, security, fraud, tax, or legal records Elite retains as an independent controller.

20. Dispute resolution; arbitration; class waiver

20.1 Informal resolution first. Before filing any claim, the parties will try in good faith to resolve it informally by written notice for 30 days. Any limitations period is tolled from receipt of a compliant notice through the end of that 30-day period.

20.2 Binding arbitration. Except as stated below, any dispute arising out of or relating to this Agreement will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and, where you qualify as a consumer, its Consumer Arbitration Rules and the Consumer Due Process Protocol, as modified by this Section, and not in court. Coordinated or mass filings are also governed by the AAA Mass Arbitration Supplementary Rules (Section 20.6). The arbitration will take place in the county of your residence or principal place of business, or by telephone or videoconference, at your election. Elite will pay the AAA filing, administrative, and arbitrator fees that exceed the cost of filing the same claim in court, except that the arbitrator may reallocate fees for a claim the arbitrator determines was frivolous or brought for an improper purpose. The Federal Arbitration Act governs this Section.

20.3 Class-action and jury waiver. You and Elite waive any right to a jury trial and to participate in a class, collective, or representative action. Claims must be brought in an individual capacity.

20.4 Carve-outs. This Section does not require arbitration of: (a) claims that may be brought in small-claims court; (b) either party's requests for temporary or preliminary injunctive relief to protect intellectual property, confidential information, or to prevent unauthorized access to the Platform, pending arbitration; (c) any claim that, by law (including the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act for such claims), may not be subject to pre-dispute arbitration; or (d) a claim for public injunctive relief to the extent a pre-dispute agreement to arbitrate that claim is not enforceable under applicable law (including the California rule of McGill v. Citibank, N.A. (2017) 2 Cal.5th 945). Any such claim for public injunctive relief is severed and may be brought in a court of competent jurisdiction, and the remainder of this Section 20 (including individual arbitration of all damages and other claims) remains in full force.

20.5 Governing law and venue. This Agreement is governed by the laws of the State of California, without regard to conflicts principles. Where arbitration does not apply, the parties consent to the exclusive jurisdiction and venue of the state courts located in the City and County of San Francisco, California, and the United States District Court for the Northern District of California. Mandatory consumer- protection or other laws of your home jurisdiction that cannot be waived by contract continue to apply.

20.6 Coordinated/mass filings. If AAA determines that coordinated demands are subject to its Mass Arbitration Supplementary Rules, those Rules and AAA's applicable mass-arbitration fee schedule govern administration. This Agreement does not create a private batching, bellwether, stay, or per-batch fee procedure. Each claim remains an individual claim, and an award binds only the parties to that individual arbitration unless applicable law requires otherwise. If AAA declines to administer under its Mass Arbitration Supplementary Rules, the demands proceed under the otherwise applicable AAA rules, subject to Section 20.7.

20.7 Class-waiver non-severability (blow-up). The class, collective, and representative-action waiver in Section 20.3 is a material and non-severable part of this arbitration agreement. If that waiver is found unenforceable as to a particular claim, then that specific claim, and only that claim, must proceed in a court of competent jurisdiction rather than in arbitration, and the remainder of this Section 20 (including individual arbitration of all other claims) survives. Except as stated in this Section 20.7, if any provision of this Section is found unenforceable, it will be severed and the remainder enforced.

20.8 Who is bound. This arbitration agreement is between you and Elite only. It does not govern, and Elite is not a party to, any dispute between you and your Client, which is governed by the separate coach-Client agreement. Your Clients are not parties to this Agreement.

20.9 Your right to opt out. You may opt out of this Section 20 (arbitration and the class-action/jury waiver) by sending written notice to Elite (including to [email protected]) within 30 days after you first accept this Agreement, stating your name, your account, and your intent to opt out. If you opt out, neither party is required to arbitrate, and covered disputes proceed in the courts identified in Section 20.5. Opting out affects only this Section 20 and no other part of this Agreement, and does not affect any arbitration agreement you may have with Elite under a different agreement.

21. Changes to this Agreement

Elite may update this Agreement. For material changes, we will give you at least 30 days' advance notice and will require you to affirmatively re-accept the updated Agreement before it applies to you; if you do not re-accept, your continued use is governed by the version you last accepted until your access ends, and either party may then terminate under Section 19. A change is material if it affects economics, fees, payment or refund responsibility, legal rights or duties, the scope of permitted Services, data use or protection, liability or indemnity, dispute resolution, suspension, termination, or an incorporated document on any of those subjects. A clarification is not non-material merely because Elite labels it one. A non-material change is limited to a correction, formatting change, contact-detail update, or administrative clarification that does not change any party's economics, rights, duties, risk allocation, data treatment, dispute rights, or termination position; such a change may govern ongoing use upon posting.

A change will not apply retroactively to a payment already authorized, an existing fee snapshot, conduct that occurred, or a dispute that arose before its effective date. A new Platform Fee may apply only to a future renewal after the notice, exact disclosure, affirmative re-acceptance, and cancellation right in Section 4.1. Each version is identified by a version number and content hash, and your acceptances are recorded. Any amendment to Section 20 applies only to claims arising after the amendment's effective date. A change to which party bears Stripe fees is material.

22. Electronic signature and records consent

22.1 Electronic signature; single assent. The signing screen presents one unchecked agreement-level checkbox and one "Accept and Sign Agreement" button. The checkbox states that you are signing as an independent provider; have reviewed and agree to this Agreement and its exact incorporated documents, including Schedule 1; accept the disclosed Platform Fee and refund terms and the binding arbitration and class-action and jury-trial waivers; and consent to electronic records and signature. Checking that box and selecting the button constitutes your electronic signature, has the same legal effect as a handwritten signature, and is binding under the U.S. E-SIGN Act (15 U.S.C. § 7001 et seq.) and applicable Uniform Electronic Transactions Acts. No forced scrolling, separate initials, or additional checkbox is required. Before accepting, you may review the complete documents and download, print, or save a copy.

22.2 The specific version you accepted; identity. Each version of this Agreement is identified by a version number and a content hash. Your acceptance binds you to the specific version presented to you at the time of acceptance, and we record the exact document and incorporated-release versions and hashes, checkbox label, electronic-records disclosure, accepting account identity, and date, time, and technical metadata as evidence of the agreement you entered. By accepting, you confirm you are the account holder (or an authorized representative of the account-holding entity), are at least 18 years old, and have legal capacity to contract.

22.3 Consent to electronic records. You consent to receive this Agreement and all related notices, disclosures, and records electronically. You may withdraw this consent before signing, request a paper process or paper copy at no charge, update your email, or withdraw consent for future records by contacting [email protected]. Withdrawal is prospective, does not undo an electronic action already completed, and may delay or prevent use of features that require electronic records while an alternative is arranged. To access and retain records you need a valid email address, an internet-connected device with a current browser that can display the linked records, and storage or printing access. We will notify you if those requirements materially change in a way that creates a risk you cannot access or retain records and will obtain fresh consent where required.

23. Miscellaneous

23.1 Exact incorporated releases; commercial-use priority; entire agreement. The following exact releases are presented or linked at acceptance and incorporated by reference: (a) Terms of Use, version 2026-08-10, effective August 10, 2026 (/terms); (b) Community and Professional Conduct Guidelines, version 1.1, effective July 16, 2026 (/community-guidelines); (c) Privacy Policy, version 2.0, effective August 10, 2026 (/privacy); and (d) HiringCoachAI Refund & Cancellation Policy, version 2.0.3, effective August 4, 2026 (/legal/coach-refund-policy). Their exact content hashes are included in the acceptance record. Schedule 1 is part of this Agreement rather than a separately posted DPA. A later release applies only as permitted by Section 21.

The Terms of Use govern your general use as a Platform user. Elite expressly authorizes you to use HiringCoachAI commercially as an independent Coach to create, market, sell, and deliver permitted Offerings under this Agreement; a personal- or non-commercial-use restriction in the Terms of Use does not prohibit that permitted Coach use. This Agreement exclusively controls any conflict concerning your Coach-provider or commercial relationship, Offerings, Platform Fees, refunds, payment allocation, data roles, liability, changes, disputes, suspension, or termination. This Agreement, Schedule 1, and the exact incorporated releases are the entire agreement between you and Elite regarding your Services through the Platform and supersede prior agreements on that subject.

23.2 Severability; reformation. If any provision is unenforceable, the rest remains in effect and the unenforceable provision is enforced to the maximum extent permitted; if any limitation of liability, disclaimer, or waiver is held unenforceable, it will be reformed and applied to the maximum extent permitted by law to give effect to the parties' intent to allocate risk, except as otherwise provided in Sections 20.6 and 20.7.

23.3 Assignment; change of control. You may not assign or transfer this Agreement, by operation of law or otherwise, without Elite's prior written consent, and any attempted assignment in violation of this Section is void. Elite may assign this Agreement, including in connection with a merger, acquisition, reorganization, or sale of assets. A direct or indirect change of control of your business is deemed an assignment requiring consent.

23.4 No third-party beneficiaries. This Agreement is for the benefit of you and Elite only and creates no rights in any Client or other third party, except that the Elite indemnitees named in Section 16 are intended beneficiaries of that Section.

23.5 Notices. Notices to Elite must be sent to the contact address Elite designates (including [email protected]) and are effective on receipt. Notices to you may be given through the Platform or your registered email and are effective when sent.

23.6 Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, labor disputes, internet or utility failures, governmental action, or third-party service-provider (including Stripe) outages.

23.7 Construction; counterparts. Headings are for convenience only and do not affect interpretation. No rule of construction against the drafter applies. This Agreement is drafted in English, which is the controlling language. This Agreement may be accepted electronically, and electronic acceptance has the same effect as a signed original. Our failure to enforce a provision is not a waiver.

24. Your acknowledgments

The single agreement-level checkbox and signature described in Section 22 cover this entire Agreement. No separate checkbox or initial is required for each summary below. By accepting, you specifically acknowledge and agree that:

  1. You are an independent provider, not Elite's employee or agent, and you control your prices, Clients, schedule, methods, and tools; you maintain your own business registrations and licenses (Sections 1, 11).
  2. Elite is a facilitator only through HiringCoachAI, is not a party to your Client engagements, does not provide coaching or operate HiringCoachAI as an employment agency, and will not be held out as your endorser; you will not hold Elite or HiringCoachAI out as your endorser or guarantor (Section 2).
  3. You authorize direct charges to your Stripe connected account; a successful Client payment to that account discharges the Client's obligation to you; Stripe transfers any separately released and accepted Platform Fee; the current rate is 0%; a captured rate is locked for authorized payments and the current committed term; and you are bound by the Stripe Connected Account Agreement (Sections 3-4).
  4. Stripe controls payouts, holds, reserves, and negative-balance recovery on your connected account, and Elite may pause new payment collection or payment-tool access for risk or compliance reasons (Section 5).
  5. You must provide the full remaining refundable amount on request within 30 calendar days of each charge, including each recurring charge and even after delivering Services, without requiring a reason; you fund the refund; the Platform Fee and Stripe processing fees ordinarily remain your expenses, but Elite refunds or credits its Platform Fee when an Elite System Error caused the charge or made the refund necessary; the Policy governs the Coach-Client relationship and does not govern your HiringCoachAI subscription; and you instruct Elite to execute compelled refunds on your behalf (Section 6).
  6. You are financially responsible for disputes and applicable dispute fees on your Services and must supply evidence on time; whether Stripe returns an amount or fee depends on the outcome and your Stripe pricing (Section 7).
  7. You are responsible for your taxes and understand that the current workflow does not automatically determine, localize, add, collect, or remit transaction tax. You provide required tax information to Stripe; Stripe controls any connected-account reporting or withholding it determines is required, and no particular tax form is promised (Section 9).
  8. You will not guarantee jobs or outcomes, will not advertise or structure guarantees, and will keep testimonials truthful (Section 10).
  9. You will use only released, permitted coaching workflows; a credential or license does not authorize a regulated vertical in the generic workflow; you are responsible for applicable professional, career-services, employment-agency, consumer-protection, and sanctions requirements and will not operate where the current workflow cannot support them (Sections 11, 13).
  10. You agree to the indemnification, "as-is" disclaimer, limitation of liability and data-protection supercap, and individual AAA arbitration / class-action waiver, subject to the stated 30-day opt-out (Sections 16-18, 20); Schedule 1 governs Elite's Coach-directed processor role; and your electronic acceptance is your binding signature (Sections 15, 22 and Schedule 1).

Schedule 1 - Coach Data Processing Addendum

This Coach Data Processing Addendum ("DPA") is part of the Agreement. It applies only when Elite processes Coach Personal Data on Coach's behalf as a processor, service provider, or contractor. Capitalized terms not defined here have the meanings in the Agreement.

1. Definitions and scope

"Applicable Data Protection Law" means a privacy or data-protection law that applies to the relevant processing, including the CCPA/CPRA and, where applicable, the GDPR or UK GDPR. "Coach Personal Data" means personal data Elite processes on Coach's behalf for Coach-directed intake, scheduling, session, content, communication, or relationship purposes. It excludes data Elite processes as an independent controller for account administration, authentication, Platform security, fraud and abuse prevention, Platform operations, transaction and acceptance evidence, and legal compliance ("Elite Controller Data"). "Security Incident" means a breach of security that leads, or is reasonably suspected to have led, to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Coach Personal Data. It excludes an unsuccessful attempt that does not compromise Coach Personal Data. "Subprocessor" means a third party Elite appoints to process Coach Personal Data on Coach's behalf.

2. Processing details and roles

2.1 Roles. Coach is the controller or business for Coach Personal Data. Elite is Coach's processor, service provider, or contractor for that data. Each party is an independent controller or business for data it determines to process for its own lawful purposes.

2.2 Instructions. Elite will process Coach Personal Data only on Coach's documented instructions, including the Agreement and Coach's use and configuration of released Platform features, unless law requires otherwise. If law permits, Elite will notify Coach before legally required processing. Elite will promptly inform Coach if, in its reasonable opinion, an instruction violates Applicable Data Protection Law and may suspend the affected processing while the parties address it.

2.3 Processing description.

  • Subject matter and purpose: provide the Coach-directed intake, scheduling, session, content, communication, relationship-management, storage, support, security, and related Platform functions Coach selects.
  • Duration: for the Agreement term and the return, deletion, backup, and legal- retention periods below.
  • Nature: collection, recording, organization, hosting, storage, retrieval, consultation, transmission to Coach and Coach-authorized recipients, support, protection, export, restriction, and deletion.
  • Data subjects: Clients, prospective Clients, authorized participants, and Coach's authorized users.
  • Data types: identity and contact details; profile and intake responses; preferences; availability, appointment, and attendance data; Offering and engagement data; messages, session notes, materials, files, and other content submitted at Coach's direction; and related technical and activity metadata.
  • Restricted data: the released coach workflow is not designed for children, payment-card credentials, protected health information, or data used to provide a regulated vertical. Coach must not submit that data unless Elite separately authorizes the specific processing in writing.

3. Coach obligations

Coach will: (a) provide lawful instructions; (b) have all required rights, notices, legal bases, and consents for Elite to process Coach Personal Data as instructed; (c) use reasonable efforts to keep that data accurate and proportionate; (d) not instruct Elite to process prohibited or unlawfully obtained data; and (e) remain responsible for responding to data-subject requests and for the lawfulness of Coach's Services, except to the extent Elite expressly assumes a duty in this DPA.

4. Elite processor obligations

Elite will:

  • process Coach Personal Data only as permitted by this DPA and documented instructions;
  • ensure personnel authorized to process it are bound by confidentiality duties;
  • maintain the safeguards in Section 5;
  • provide reasonable assistance, considering the nature of processing and information available to Elite, with data-subject requests, data-protection impact assessments, regulator consultations, and Coach's breach-notification duties;
  • maintain records required of a processor under Applicable Data Protection Law; and
  • notify Coach if Elite can no longer meet its obligations under this DPA.

To the extent the CCPA/CPRA applies, Elite receives Coach Personal Data for the limited and specified business purposes in Section 2.3. Elite will not sell or share it; retain, use, or disclose it outside those purposes or the direct business relationship; or combine it with personal information received from another source or from Elite's own interaction with the individual except as Applicable Data Protection Law permits. Elite will provide the same level of privacy protection required of Coach by the CCPA/CPRA for this processing. Coach may take reasonable and appropriate steps to verify that Elite uses Coach Personal Data consistently with these obligations and, after notice, require Elite to stop and remediate unauthorized use. Elite certifies that it understands and will comply with these restrictions.

5. Security

Elite will maintain commercially reasonable administrative, technical, and physical safeguards appropriate to the risk, including access controls and least privilege; confidentiality commitments; authentication controls for privileged access; encryption in transit and at rest where supported by the applicable systems; logging and monitoring; vulnerability and patch management; backup, recovery, and incident-response processes; and risk-based review of Subprocessors. These safeguards account for the state of the art, implementation cost, and the nature, scope, context, purposes, and risks of processing.

6. Security Incidents

Elite will notify Coach without undue delay and, unless law prohibits notice or requires earlier notice, no later than forty-eight (48) hours after Elite becomes aware of a Security Incident. The notice will provide information reasonably available to Elite about the nature of the incident, affected data and data subjects, likely consequences, mitigation, and a contact for follow-up. Elite may provide information in phases and will take reasonable steps to contain, investigate, and remediate the Security Incident. Coach is responsible for determining whether to notify data subjects or authorities in Coach's controller role. Notice is not an admission of fault. Incidents involving Elite Controller Data are governed by law and the Privacy Policy rather than this processor notice clause.

7. Subprocessors

Coach gives Elite general authorization to use Subprocessors. Elite will maintain a current list at /trust/docs/sub-processors, impose data-protection obligations that provide materially equivalent protection for Coach Personal Data, and remain responsible for a Subprocessor's performance of those obligations to the extent required by Applicable Data Protection Law. Elite will give at least 30 days' advance notice of a new Subprocessor that materially processes Coach Personal Data when a notice channel is available. Coach may object during that period on reasonable data-protection grounds. The parties will work in good faith on a commercially reasonable alternative; if none is available, either party may end the affected feature without penalty, and Coach's sole remedy for the unresolved objection is to stop the affected processing or terminate the affected feature.

8. Data-subject requests and regulatory assistance

If Elite receives a request from a data subject concerning Coach Personal Data, Elite will, where legally permitted, direct the person to Coach or notify Coach and will not substantively respond except on Coach's instruction or as law requires. Elite will provide the self-service tools and reasonable additional assistance available for Coach to access, correct, export, restrict, or delete Coach Personal Data. Coach will reimburse Elite's reasonable costs for exceptional, repetitive, or bespoke assistance unless the need resulted from Elite's breach.

9. Return, deletion, and retention

During the term, Coach may use released export and deletion tools. On termination or Coach's written instruction, Elite will, at Coach's choice, return or delete Coach Personal Data within a commercially reasonable period, not to exceed 90 days, unless law requires retention. Secure backup copies may remain until overwritten in the ordinary backup cycle, protected and isolated from further use except restoration or legal compliance. Elite may retain Elite Controller Data under the Privacy Policy and applicable law. On reasonable written request, Elite will confirm completion of processor-side deletion.

10. Audits

Elite will make available information reasonably necessary to demonstrate compliance with this DPA, including relevant third-party audit reports or certifications then available. If that information is reasonably insufficient, Coach may request one audit per 12-month period, plus an additional audit after a Security Incident or where a regulator requires it. Audits require at least 30 days' notice where practicable, occur during normal business hours, must avoid unreasonable disruption and access to another customer's data, and are subject to confidentiality and security requirements. Coach bears its audit costs; Elite bears the cost of remediating its confirmed material noncompliance.

11. Restricted transfers

Each party will comply with transfer restrictions that apply to its role. Elite will not make a restricted transfer of Coach Personal Data unless an adequacy decision, certification, or other lawful transfer mechanism applies. If completed Standard Contractual Clauses, a UK addendum, or another transfer instrument is required, the parties will execute that instrument, including its required annexes and transfer details, before the restricted transfer. This DPA does not by itself complete or incorporate an otherwise incomplete transfer instrument.

12. Independent-controller processing

This DPA does not make either party the other's processor for Elite Controller Data or for data Coach independently retains or uses for Coach's own purposes. Each party is responsible for its own notices, legal bases, rights handling, security, and retention in that independent-controller role. Disclosure of data between the parties does not permit either party to use it for an incompatible or unlawful purpose.

13. Order of precedence; term; liability

This DPA controls a conflict with the Agreement only about Elite's processing of Coach Personal Data on Coach's behalf; the Agreement controls otherwise. A material change to this DPA requires the notice and affirmative re-acceptance in Section 21. This DPA survives until Elite deletes or returns Coach Personal Data as required. Section 18, including the Data Protection Liability supercap and narrow Uncapped Liabilities, applies to this DPA.

End of Agreement.

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