United States Addendum

This United States Addendum (the "Addendum") supplements the Terms of Service for Coaches and the Access Terms for Coachees (together, the "Principal Terms") between you and Coach Nova Limited, a company incorporated in the Republic of Ireland with the incorporation No 802869 and registered address at 71 Lower Baggot Street, Dublin 2, D02P593, Republic of Ireland ("CoachNova", "We", "Us", or "Our").

Capitalised terms used but not defined in this Addendum have the meanings given to them in the Principal Terms. Where this Addendum conflicts with the Principal Terms, this Addendum prevails for the users it covers.

PLEASE READ SECTIONS 3, 4 AND 5 CAREFULLY. THEY REQUIRE MOST DISPUTES TO BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION RATHER THAN IN COURT, THEY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION, AND THEY WAIVE YOUR RIGHT TO A JURY TRIAL. YOU HAVE 30 DAYS TO OPT OUT OF ARBITRATION, AND OPTING OUT WILL NOT AFFECT YOUR USE OF THE SERVICES IN ANY WAY.

1. Who This Addendum Applies To

This Addendum applies to you if you are a Coach whose principal place of business is in the United States of America, or a Coachee who resides in the United States of America. It applies from the date you accept the Principal Terms or continue to use the Services after being notified of this Addendum, whichever is later.

2. Notice of Dispute and Informal Resolution

Before starting an arbitration, you and CoachNova each agree to try to resolve the dispute informally. The party raising the dispute must send a written Notice of Dispute to the other. Your notice goes to legal@coachnova.ai. Our notice goes to the email address on your account.

The Notice of Dispute must state your name, the email address on your account, what happened, what you want, and enough detail for the other party to understand and evaluate the claim. A notice that does not contain this information does not start the clock.

Both parties agree to negotiate in good faith for 60 (sixty) days from receipt of the Notice of Dispute. Either party may request a telephone or video settlement conference during that period, and both parties agree to participate in one if requested. Neither party may start an arbitration until this period has passed. The limitation period for the claim is paused while it runs.

3. Agreement to Arbitrate

3.1 Scope. Except as set out in Section 3.5, you and CoachNova agree that any dispute, claim or controversy arising out of or relating to the Principal Terms, this Addendum, the Services, the Platform, the Coach Companion, or any Output, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and whether arising before, during or after the termination of the Principal Terms, will be resolved by final and binding individual arbitration.

3.2 Administrator and rules. The arbitration will be administered by the American Arbitration Association ("AAA") under its rules in effect when the arbitration is started. For a Coachee, the AAA Consumer Arbitration Rules apply. For a Coach, the AAA Commercial Arbitration Rules apply. The rules are available at www.adr.org. If the AAA is unavailable or unwilling to administer the arbitration consistently with this Section, the parties will agree on an alternative administrator, and failing agreement a court of competent jurisdiction will appoint one.

3.3 Governing arbitration law. The Federal Arbitration Act governs the interpretation and enforcement of this Section 3.

3.4 Location and format. If you are a Coachee, the arbitration will take place in the county where you live, or by telephone or video conference, or by written submissions only, at your election. If you are a Coach, the arbitration will take place in the county of your principal place of business, or remotely, at your election. You will never be required to travel outside your home state.

3.5 What is excluded from arbitration. This Section 3 does not apply to: (a) any claim that may be brought in a small claims court, provided it stays in that court and is brought on an individual basis; (b) any claim for injunctive or equitable relief relating to intellectual property or unauthorised access to the Platform; (c) any individual claim brought before a government agency, including any claim you have the right to bring before a state attorney general or consumer protection body; and (d) any claim that applicable law does not permit to be arbitrated. Nothing in this Addendum prevents you from reporting a concern to any regulator or law enforcement body.

3.6 Arbitration fees. Where you are a Coachee, CoachNova will pay all AAA filing, administration and arbitrator fees in excess of the amount you would have paid to file the same claim in the courts of the state where you live, unless the arbitrator determines that your claim was frivolous or brought for an improper purpose. Where you are a Coach, fees are allocated under the AAA Commercial Rules, save that CoachNova will pay any portion of the fees that would render arbitration prohibitively expensive relative to litigation.

3.7 Arbitrator authority. The arbitrator has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability or formation of this Section 3, except that a court has exclusive authority to decide any dispute about the scope or enforceability of Section 4. The arbitrator may award any relief that a court could award on an individual basis, and the award is final and binding, enforceable in any court of competent jurisdiction. The arbitrator must issue a reasoned written decision.

3.8 Severability of this Section. If any part of this Section 3 is found unenforceable, that part is severed and the remainder continues to apply, except as provided in Section 4.3.

4. Class Action and Jury Trial Waiver

4.1 Individual basis only. You and CoachNova agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, coordinated, private attorney general or representative proceeding. The arbitrator may not consolidate the claims of more than one person, and may not preside over any form of representative or class proceeding.

4.2 Jury trial. Where a dispute proceeds in court rather than in arbitration, you and CoachNova each waive any right to a trial by jury, to the fullest extent permitted by law.

4.3 Effect of invalidity. Section 4.1 is a material and non-severable part of this Addendum. If Section 4.1 is found unenforceable as to a particular claim or request for relief, then that claim or request for relief is severed from the arbitration and must be brought in a court of competent jurisdiction, and Section 3 continues to apply to all other claims. If Section 4.1 is found unenforceable in its entirety, then Section 3 does not apply at all.

4.4 Public injunctive relief. Nothing in this Addendum waives any right to seek public injunctive relief to the extent that right cannot be waived under applicable law. Any such claim is severed and stayed pending the outcome of the arbitration of your individual claims.

5. Your Right to Opt Out

You may opt out of Sections 3 and 4 of this Addendum. To do so, send an email to legal@coachnova.ai with the subject line "Arbitration Opt Out", stating your name and the email address on your account, and saying that you wish to opt out. We must receive it within 30 (thirty) days of the date you first accept this Addendum.

Opting out affects nothing else. It will not change your access to the Services, your pricing, your relationship with your Coach, or anything in the Principal Terms. We will not treat you differently for opting out. If you opt out, Section 7 applies and disputes are resolved in court.

If you have previously opted out of an arbitration agreement with CoachNova, you do not need to do so again.

6. Coordinated Filings

If 25 or more Notices of Dispute raising substantially similar claims are submitted by or with the assistance of the same person, firm or coordinated group within a 90 (ninety) day period, the parties agree that these claims will be resolved in staged batches to make the process faster and cheaper for everyone.

The parties will group the claims into batches of no more than 50 claimants each, and will arbitrate one batch at a time, with a single arbitrator appointed per batch. The 60 day period in Section 2 and any applicable limitation period are paused for all claims in later batches while earlier batches proceed. After each batch, the parties will engage in a further good faith settlement discussion for the remaining claims. This Section is intended to make claims practical to resolve, not to delay them, and either party may apply to the AAA for directions if it is being used to delay.

7. Governing Law for United States Users

The Principal Terms and this Addendum continue to be governed by the laws of the Republic of Ireland, except that the Federal Arbitration Act governs Section 3, and except that nothing in this choice of law deprives you of the protection of any mandatory consumer protection law of the state in which you reside.

Where a dispute proceeds in court under Section 3.5 or Section 4.3, or because you have opted out under Section 5, you and CoachNova agree that the courts of the Republic of Ireland retain jurisdiction, and that a Coachee who is a consumer may in addition bring proceedings in the courts of the state where they reside.

8. The Coach Companion Is Not Therapy

The Coach Companion supports personal and professional development alongside a coaching relationship with a human coach. It is not therapy, psychotherapy, counselling, behavioural health treatment or medical care, it does not diagnose or treat any condition, and it is not offered or held out as any of those things anywhere in the United States. No part of the Services creates a therapist and patient, physician and patient, or other licensed professional relationship between you and CoachNova.

If you are in crisis or thinking about harming yourself, do not use the Coach Companion. Call or text 988 to reach the Suicide and Crisis Lifeline, or call 911. The Platform will also surface these details if it identifies that you may be at risk.

9. California

If you reside in California, the following applies in addition to the rest of this Addendum.

• You are interacting with AI. The Coach Companion is an artificial intelligence system and not a human being. CoachNova discloses this here, and also within the Platform at the point at which you interact with it.
• Suitability. The Coach Companion is not suitable for minors, and the Services are offered only to people aged 18 and over.
• Crisis protocol. CoachNova maintains and publishes a protocol for responding to expressions of suicidal ideation, suicide and self harm, under which the Coach Companion does not continue as normal, refers you to crisis service providers, and raises a flag to your Coach. That protocol is available at How we protect your practice.
• Reporting. CoachNova reports to the Office of Suicide Prevention as required by California law, and publishes those reports.
• Your rights are not waived. Nothing in the Principal Terms or this Addendum waives, limits or restricts any right or remedy available to you under California Civil Code section 1798.100 and following, or under any other California statute that expressly prohibits waiver. Section 8.3 of the Access Terms for Coachees does not limit any statutory damages available to you under California law.

You have the right under California Civil Code section 1542 to be informed that a general release does not extend to claims the creditor does not know of at the time of release. Nothing in the Principal Terms asks you to waive section 1542.

10. New York

If you reside in New York, the following applies in addition to the rest of this Addendum.

• AI disclosure, repeated. CoachNova discloses at the start of any interaction with the Coach Companion, and at least once every three hours during a continuing interaction, that you are communicating with an artificial intelligence system and not a human being.
• Safety protocol. CoachNova maintains a protocol to make reasonable efforts to detect expressions of suicidal ideation or self harm, and to refer you to appropriate crisis services when they are detected.
• Age. CoachNova takes steps to confirm that users are 18 or over, and the Coach Companion is not made available to minors.

11. States Restricting AI Mental Health Services

Several states restrict or prohibit the provision of therapy or mental health treatment by artificial intelligence, including Illinois, Nevada, Rhode Island, Maine and Utah. CoachNova does not offer therapy or mental health treatment in any state.

Where you or your Coachee is located in one of those states, the Coach Companion is made available only as a coaching support tool. It is not offered as, and must not be configured by a Coach as, a therapeutic, diagnostic or mental health service. A Coach who configures or holds out the Coach Companion in a manner inconsistent with this Section is in breach of Section 3.2 of the Terms of Service for Coaches, and CoachNova may suspend the Coach Companion under Section 10.4 of those Terms.

12. Contact

For questions about this Addendum, please contact:

Coach Nova Limited
71 Lower Baggot Street, Dublin 2, D02P593, Republic of Ireland
Legal inquiries: legal@coachnova.ai
Safety concerns: safety@coachnova.ai
Privacy inquiries: privacy@coachnova.ai
Website: www.coachnova.ai