Terms & Conditions

COACHSELECT TERMS AND CONDITIONS
Please read these Terms and Conditions (“Terms”) carefully before using the services offered by 
CoachSelect, Inc. (“CoachSelect”). By mutually executing one or more Coaching Services 
Order(s) with COACHSELECT which reference these Terms (each, an “Order”), you (“Client”) agree 
to be bound by these Terms (together with all Orders and any Nondisclosure Agreement to 
which you and CoachSelect are a party, the “Agreement”) to the exclusion of all other terms. If 
the terms of this Agreement are considered an offer, acceptance is expressly limited to such 
terms. Any capitalized terms used herein without definition shall have the meanings given to 
them in the Coaching Services Order(s). In the event of a conflict or inconsistency between a 
Coaching Services Order and these Terms, these Terms will control. 
1.    Definitions
a.    “Coach”: independent career coach or coaches identified and matched to Client by 
CoachSelect for a particular engagement scope.
b.    “Concierge”: a CoachSelect representative responsible for coach matching, client service 
portfolio construction, and Client satisfaction.
c.    “Fees”: the agreed upon costs that a Client agrees to pay to CoachSelect in exchange for the 
Services. 
d.    “Session” and “Coaching Session”: each individual coaching meeting that takes place 
between the Coach and Client. 

2.    Services 
a.    Based on goals that Client identifies, CoachSelect and its Concierge will develop a proposed 
scope of coaching services that is individual to each client. CoachSelect and its Concierge 
will then identify a matching Coach from CoachSelect’s network of career coaches able to 
provide suitable services aligned with the proposed scope on commercially customary and 
reasonable terms, and will arrange and provide the business logistics, including items such 
as a final high-level engagement scope, Client and Coach contracts, and payments, that are 
necessary for delivery of the coaching services (the “Coaching Services”). 
b.    If CoachSelect is unable to match Client with a Coach, Client will not be held accountable to 
paying for any services. 
c.    The Coaching Services are provided by the Coach identified by CoachSelect. CoachSelect 
does not provide coaching services and solely provides a platform and administrative 
process through which you are connected to independent Coaches. Client understands that 
the actual Coaching Services it receives will be provided by independent third-party 
Coaches referred to Client by CoachSelect. 

3.    Coaching Sessions
a.    Sessions will generally last for approximately one hour, with time of Sessions and 
exceptions to meeting cadence and duration to be agreed in advance between Coach and 
Client. The Sessions will begin and end on time, and it will be the responsibility of both the 
Coach and Client to keep track of time. 
b.    If Client is late to any Session, the Session will still be expected to end on time and Client 
should have no expectation that Coach will stay later or otherwise make up for the time that 
was lost. 
c.    Sessions will be held virtually, via video conference or over the phone, as determined in 
advance between Coach and Client. CoachSelect makes no guarantee that any Coach will be 
willing to conduct meetings in person, and this decision will be entirely up to each 
individual Coach. 

4.    Cancellation of Sessions
a.    If Client needs to cancel a Session, they must do so at least 24 hours prior to the 
scheduled start time. If this notice is not provided, Client will be liable to pay for this 
Session and it will be counted as a used Session even if Client does not attend. 
b.    The Coach will likewise give Client at least 24-hour notice of change or reschedule prior to 
any Session to the best of his or her ability. 
c.    If Client is late to any Session, the Session is still expected to end on time, and Client is not 
entitled to any extra time with their Coach to make up for the missed time. 

5.    Pausing Engagement
a.    If Client needs to temporarily pause the engagement for longer than two weeks, Client 
agrees to immediately notify Concierge and Coach.  At the point at which Client is ready to 
resume the engagement, Client will provide reasonable notice in advance sufficient to allow 
rescheduling to Concierge and Coach.  Concierge and Coach will on commercially 
reasonable terms reset expectations for engagement timing and communicate these to 
Client.  
b.    Engagements can be paused for a maximum of eight weeks, with a maximum of two pause 
periods over the entire scope of Client Proposal.  Client billing will pause for the duration of 
the engagement pause and resume when Client services resume following notification to 
Concierge and Coach.  Any amounts previously paid to CoachSelect will be credited to the 
resumption of the engagement.

6.    Scope 
a.    This coaching engagement will proceed based on the scope outlined in the Coaching 
Services Order, unless either Coach or Client notifies CoachSelect in writing that they are 
requesting a scope change, which must be mutually agreed upon by the Coach and Client. 
b.    In the event the number of sessions or engagement duration required for the scope is 
materially different than the original Client Proposal, Client and Coach agree to notify 
Concierge, at which point Concierge will provide an objective assessment of the situation 
and recommend an appropriate resolution.

7.    Fees 
a.    Fees for each engagement will be specified on each respective Coaching Services Order.  
b.    Payments will be handled through an automated payment system on the schedule specified 
in the Coaching Services Order and charged to the Client-nominated credit or debit card of 
Client.  Client explicitly authorizes CoachSelect to charge their payment method per the 
terms of the Coaching Services Order. 
c.    In the event of a failed payment or non-payment, CoachSelect will reach out to Client 
immediately to rectify the situation. Until payment has been received, no coaching sessions 
will be conducted. 

8.    Confidentiality 
a.    Coach has agreed to maintain confidentiality of the content of all coaching sessions, in 
accordance with the Code of Ethics set out by the International Coach Federation and 
executed an agreement with CoachSelect to that effect.  As part of this agreement, the 
Coach will be expected to share high-level updates on Client’s fit for services with 
CoachSelect, but at no time will reveal to CoachSelect details of any particular Coaching 
Session. 
b.    If Client works with more than one Coach from CoachSelect, either simultaneously or in 
sequence, Client agrees that all Coaches engaged on work for the same Client will, within 
the bounds allowed by the International Coach Federation Code of Ethics, exchange with 
each other necessary information about Client goals and previous work with Client in order 
to ensure coordination and/or continuity of services. 

9.    Issue Escalation
a.    If Client is dissatisfied with the services provided by the coach, Client agrees to notify the 
Concierge of these issues and provide a 30-day window within which CoachSelect and the 
Coach will make commercially reasonable efforts to resolve Client’s issue, including, if 
necessary, re-matching Client with a different Coach.  
b.    Client agrees to make reasonable efforts to participate in resolving the issue, which often 
will entail continuing the coaching phase as the issues are resolved.

10.    Termination
a.    Either party may terminate this agreement with 30-day written notice to the other party.  
b.    Should either party elect to terminate this agreement, Client will have the right to receive 
any Coaching Sessions for which Client previously paid.  No refunds will be given if Client 
decides not to use Coaching Sessions prepaid by Client as part of a monthly fee. Client 
agrees to pay costs associated with any coaching that takes place during the 30-day 
termination period for which payment has not yet been made. 

11.    Indemnification 
a.    Client will indemnify, defend, and hold harmless any Coach providing Coaching Services 
under this Agreement and CoachSelect and its directors, officers and employees from and 
against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees 
and other legal expenses, arising directly or indirectly from or in connection with: (i) the 
Services, Coaching Services, and CoachSelect and Coach’s execution and performance of its 
obligations under this Agreement; and (ii) Client’s use of the services delivered under this 
Agreement; and (iii) the negligence or intentional misconduct of Client.
b.    Client is personally responsible for the actions they take or do not take. Client agrees not to 
hold CoachSelect or the Coach liable for consequences of any actions or absence of any 
actions taken by Client as a result of coaching conversations. 

12.    Disclaimer; Limitation of Liability
a.    EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ANY SERVICES ARE PROVIDED 
“AS IS” WITHOUT WARRANTY OF ANY KIND, ORAL, WRITTEN, STATUTORY, EXPRESS OR 
IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR 
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  CLIENT BEARS ALL 
RISK RELATING TO QUALITY, ACCURACY AND USE OF THE RESULTS OF THE SERVICES.
b.    IN NO EVENT WILL COACH OR COACHSELECT, ITS STOCKHOLDERS, OFFICERS, 
EMPLOYEES OR AGENTS BE LIABLE FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, 
SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THIS 
AGREEMENT OR THE USE OF OR RELIANCE UPON THE SERVICES.  IN NO EVENT SHALL 
CoachSelect BE LIABLE FOR PROCUREMENT COSTS OF SUBSTITUTE SERVICES.  UNDER 
NO CIRCUMSTANCES WILL COACHSELECT TOTAL LIABILITY OF ANY KIND ARISING 
OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORUM AND 
REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR 
OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO COACHSELECT DURING 
THE IMMEDIATELY PRECEDING THREE MONTH PERIOD (DETERMINED AS OF THE 
DATE OF ANY FINAL JUDGMENT IN AN ACTION).  THE PARTIES AGREE THAT THIS 
SECTION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY 
FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES 
ACKNOWLEDGE THAT THE PRICES HAVE BEEN SET AND THE AGREEMENT ENTERED 
INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH 
LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

13.    Intellectual Property 
a.    CoachSelect and the Coach shall retain all right, title, and interest worldwide in and to any 
trade secrets, inventions, ideas, 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”) 
and all applicable intellectual property rights related to such Inventions owned by 
CoachSelect or Coach, respectively, as of the Effective Date or discovered, conceived, or 
reduced to practice by CoachSelect or Coach during the term of the Agreement. 
b.    For further clarity: (i) Client may not copy or use for any reason (including for any future 
training) any of the Inventions without prior written consent from CoachSelect; and (ii) 
Client is not permitted to record or videotape any Coaching Session without prior written 
consent of CoachSelect and Coach.

14.    Non-Solicitation 
a.    Client may not suggest or agree to work with any Coach in the CoachSelect network directly, 
without express written approval by CoachSelect.  If any coach within the CoachSelect 
network attempts to solicit Client or work directly with Client, Client will notify CoachSelect 
immediately. 

15.    Applicable Law and Other Terms
a.    This Agreement shall be interpreted in accordance with the laws of Delaware residents 
without regard to any conflict of law principles. 
b.    This Agreement will be effective as of the date of the initial Order executed by Client. 
c.    This Agreement, along with any Nondisclosure Agreement executed by Client and 
CoachSelect prior to the date hereof, which is hereby incorporated by reference, constitutes 
the sole and entire agreement of the parties hereto and supersedes all prior and 
contemporaneous understandings and agreements, both written and oral, with respect to 
such subject matter. The terms of this Agreement will govern all Services undertaken by 
CoachSelect for Client
d.    No waiver by CoachSelect of any breach of this Agreement shall be a waiver of any 
preceding or succeeding breach.  No waiver by CoachSelect of any right under this 
Agreement shall be construed as a waiver of any other right.
e.    This Agreement may be updated or modified from time to time by CoachSelect in its sole 
discretion. Notwithstanding anything to the contrary in this Agreement, CoachSelect may 
provide notice of such updates or modifications by posting such notice on its website or 
other application pursuant to which Services are provided. Continued use of the Services 
following the effective date of any such update or modification shall constitute Customer’s 
acceptance of and agreement to such update or modification.
f.    Neither this Agreement nor any rights under this Agreement may be assigned or otherwise 
transferred by either party, in whole or in part without the prior written consent of the 
other party, which consent shall not be unreasonably withheld; provided, CoachSelect may 
assign, without Client’s consent, this Agreement, to (i) a wholly owned subsidiary of 
CoachSelect, or (ii) any entity which acquires all or substantially all of the assets of 
CoachSelect or into which CoachSelect is merged or consolidated or to any entity 
controlling or controlled by CoachSelect. Subject to the foregoing, this Agreement will be 
binding upon and will inure to the benefit of the parties and their respective successors and 
assigns.