Network Interest Registry Terms

COACHSELECT COACH APPLICATION TERMS

BACKGROUND
CoachSelect Inc., a Delaware corporation (“CS”) provides a referral service to connect career coaches with clients (each, a “Client”) and also provides high level scope of the coaching programs needed by its Clients. Clients may be sponsored by an organization or entity, and in that event, “Client” (as used herein) also refers the sponsoring organization and entity. The undersigned (“Applicant”) is interested in providing career coaching-related services to CS and its Clients as further described in these Coach Application Terms (referred to hereinafter as, these “Terms”). 

       By submitting an application to CS and selecting the box on such application to accept these Terms, Applicant hereby (i) confirms that Applicant has carefully read these Terms and asked any questions needed for Applicant to understand the consequences and binding effect of these Terms; (ii) confirms that Applicant sought the advice of an attorney, if Applicant so elected, before accepting these Terms; and (iii) agrees that the following terms and conditions apply to the application Applicant submits to CS (the “Application”), effective as of the date these Terms are submitted to CS: 
1.    Application.  Applicant will submit the Application, including completing the matching survey provided by CS and providing other information requested by CS (collectively, the “Application Information”), via the method or methods required by CS. Any materials submitted outside of such methods may not be considered by CS. By submitting the Application Information to CS, Applicant grants CS the right to use such information to review and process the Application and to contact Applicant regarding the Application and to send other information and communications to Applicant (including without limitation, promotional information about CS and its services, and general information regarding coaching services); provided, that Applicant may opt out of receiving communications (other than regarding the Application) by providing notice thereof to CS.

2.    Representations and Warranties.  
2.1    By submitting an Application, Applicant represents and warrants that (i) it has the right to enter into these Terms; (ii) if the Applicant is an entity, it is a corporation or legal entity duly organized, validly existing, and in good standing under the laws of the state of its incorporation or formation; (iii) it has the company power and authority for, and has by all necessary company action authorized, the execution and delivery of these Terms and the performance of its obligations hereunder; and (iv) the execution, performance and delivery these Terms by Applicant will not conflict with or violate or result in any breach of, or constitute a default under, any material contract, agreement or other obligation of Applicant.
2.2    Applicant hereby represents and warrants that (i) the information provided by Applicant in connection with these Terms and the Application is true, complete, and correct in all respects, and (ii) nothing contained in such information will infringe, violate, or misappropriate the rights of any third party or violate any applicable federal, state or local laws, rules or regulations to the extent used in the form provided and solely in accordance with the terms of the Terms.
2.3    Applicant will use commercially reasonable efforts to promptly notify CS in the event that any Application Information changes following submission to CS thereof by Applicant and provided updated / corrected Application Information. 

3.    Confidentiality.
3.1     For purpose of these Terms, “Confidential Information” shall mean: (a) any and all information disclosed or made available by or on behalf of CS to Applicant in connection with the Application process; and (b) all Proprietary Information; in each case, whether in oral, written, graphic, electronic or other form.  By way of illustration but not limitation, “Proprietary Information” includes (a) trade secrets, inventions, ideas, online applications or portals, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques (hereinafter collectively referred to as “Inventions”); (b) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and (c) information regarding the skills and compensation of employees and contractors of CS. 
3.2    Confidential Information shall not include any information that Applicant can demonstrate by competent evidence: (a) is or becomes publicly known other than as a result of any breach of these Terms by Applicant; (b) is disclosed to Applicant on a non confidential basis by a third party who rightfully possesses the information; (c) was known to Applicant prior to its first receipt from CS; or (d) was independently developed by Applicant outside the scope of these Terms and without use of or reference to the Confidential Information. 
3.3    Applicant shall maintain all Confidential Information as confidential and shall not use any Confidential Information for any purpose other than to evaluate a or disclose any Confidential Information, except to its employees, agents, advisors, and other representatives who require access to such information to accomplish the purposes of these Terms so long as such persons are under obligations regarding the confidentiality of the Confidential Information that are consistent with, and no less protective to CS than, these Terms.  Applicant shall use at least the same standard of care as it uses to protect its own confidential information to ensure that its employees, agents, advisors, and other representatives do not disclose or make any unauthorized use of the Confidential Information.  Applicant shall promptly notify CS upon discovery of any unauthorized use or disclosure of the Confidential Information. Upon written request of CS, Applicant will promptly return to CS or destroy all documents and other tangible materials representing the Confidential Information and all copies thereof.

4.    Ownership.  
4.1    CS shall retain all right, title, and interest worldwide in and to Inventions and all applicable intellectual property rights related to such Inventions owned by CS as of the Effective Date or discovered, conceived or reduced to practice by CS thereafter (the “Proprietary Rights”). The Proprietary Rights are trade secrets of CS, embodying substantial creative efforts and confidential in-formation, ideas, and expressions. Applicant shall not modify, translate, disassemble, create derivative works based on, reverse-assemble, reverse-compile or otherwise reverse-engineer the Proprietary Rights in whole or in part, or otherwise use, copy, reproduce or distribute any Proprietary Rights. 
4.2    Applicant shall retain ownership of all Application Information, subject to the rights granted to CS herein. 

5.    Relationship.  
5.1    Applicant understands and agrees that nothing in these Terms or in the Application creates a formal relationship between CS and Application except for the express contractual rights and obligations contained herein, and Applicant is not an agent, employee, independent contractor or representative of CS.
5.2    Following receipt of an executed copy of these Terms and a completed Application, CS may, in its sole and absolute discretion, (i) accept the Application and begin its onboarding process with Applicant, (ii) reject the Application, or (iii) place Applicant on CS’s coach waitlist (the “Waitlist”). CS will inform Applicant of its decision promptly following processing of the Application. If Applicant is placed on the Waitlist, Applicant understands that (a) CS retains sole and absolute discretion over the order in which individuals are moved, if ever, from the Waitlist to the onboarding process to become an active coach on CS’s platform, (b) CS has no obligation to move the Applicant from the Waitlist to the onboarding process, and (c) the Waitlist will not be processed in any specific order or preference for any individual thereon.
5.3    Applicant may remove himself or herself from the Waitlist at any time by providing written notice to CS. 

6.    Successors and Assigns.  Neither these Terms nor any rights hereunder may be assigned or otherwise transferred by Applicant, in whole or in part without the prior written consent of CS. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.  

7.    Notices.  Any notice required or permitted by these Terms shall be in writing and shall be delivered as follows with notice deemed given as indicated:  (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by email or via CS’s platform upon acknowledgment of receipt of any such electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt.  Notice shall be sent to (a) with respect to CS, the address set forth below, (b) with respect to Applicant, the address provided in the Application, or (c) such other address as either party may specify in writing.

8.    Governing Law.  These Terms shall be governed in all respects by the laws of the United States of America and by the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. 

9.    Severability.  Should any provisions of these Terms be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of these Terms shall not be affected or impaired thereby.

10.    Waiver.  No waiver by either party of any breach of these Terms shall be a waiver of any preceding or succeeding breach.  No waiver by either party of any right under these Terms shall be construed as a waiver of any other right.  Neither party shall be required to give notice to enforce strict adherence to all terms of these Terms.

11.    Entire Agreement.  These Terms constitute the entire agreement between the parties relating to this subject matter and supersede all prior or contemporaneous oral or written agreements concerning such subject matter.  These Terms may be updated or modified from time to time by CS in its sole discretion. Notwithstanding anything to the contrary in these Terms, CS may provide notice of such updates or modifications by posting such notice on its website or via email to Applicant. Remaining on the Waitlist or continuing the Application process following the effective date of any such update or modification shall constitute Applicant’s acceptance of and agreement to such update or modification. 

12.    Information Prior to Effective Date.  All information and other materials disclosed between the parties prior to the Effective Date will be governed by the terms of these Terms, except where the services are covered by a separate agreement between Applicant and CS.