Terms of Service for Coaches

These Coachnova Terms of Service for the Coaches ("Terms") constitute a binding legal agreement between Coachnova Limited, a company incorporated in 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"), and a coaching professional acting within their trade, business, craft or profession in using our Services ("Coach", "You", or "Your") accessing or using our AI-powered coaching platform as described below. Coachnova and You are hereinafter jointly referred to as the "Parties" and individually as a "Party".

1. Introduction and Definitions

1.1 Agreement Formation

By subscribing to, accessing, or using the Platform and Services (as defined below), you agree to be bound by these Terms. These Terms together with the Data Processing Agreement (DPA) and Privacy Policy form the agreement (the "Agreement") between us.

1.2 Who This Agreement Is For

These Terms govern Coachnova's relationship with Coaches. If you are a coaching client accessing the Platform through your Coach, separate Access Terms for Coachees apply.

1.3 Key Definitions

For purposes of this Agreement, in addition to the capitalised terms defined elsewhere in this Agreement, the following terms will have the following meanings:

• “AI” means artificial intelligence.
• “Coach Content” means: (a) Coach's Input (as defined below); (b) Coachee's Input (as defined below); and (c) all Output generated through the Services.
• “Coach's Input” means all data, materials, recordings and information that You upload, submit, or input to the Platform.
• “Coachee” means an individual who receives coaching services from you and whom you may authorise to access designated Platform features.
• “Coachee's Input” means responses provided by the Coachee through the Platform, including: (a) responses to session notes and summaries shared by their Coach; (b) responses to session preparation materials; and (c) responses to nudges that have been approved by their Coach.
• “Confidential Information” means non-public information disclosed by one party to the other that is designated confidential or would reasonably be understood to be confidential given its nature.
• “Data Processing Agreement” or “DPA” means the agreement governing Coachnova's processing of personal data in its capacity as a data processor, available at coachnova.ai/dpa.
• “Documentation” shall mean user guides, help articles, technical materials and any other documentation provided by Coachnova relating to the use of the Platform and provision of Services.
• “Effective Date” means the date (a) You first consent electronically to these Terms or (b) first access the Services, whichever is earlier.
• “Feedback” means any suggestions, enhancement requests, recommendations, corrections, or other feedback provided to Coachnova by You relating to our Services or Platform. Feedback excludes Coach Content.
• “Intellectual Property Rights” means any patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and rights in domain names, rights in goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights and all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
• “Output” means the output generated via the Platform's AI based functionality by using the Coach's Input, including, but not limited to, summaries, insights, transcripts, suggestions, nudges.
• “Platform” means Coachnova's AI-powered coaching platform, including the web application, and any related tools and features.
• “Privacy Policy” means Coachnova's Privacy Policy governing the processing of personal data for which Coachnova acts as a data controller, available at coachnova.ai/privacy.
• “Services” means the Platform, support services, training, Documentation, and all related services provided by Coachnova under this Agreement.

2. Access and Use

2.1 License Grant

Subject to Your compliance with this Agreement and payment of applicable fees, Coachnova grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services in accordance with the Documentation solely for Your coaching business purposes.

2.2 Subscription

The Services are provided on a subscription basis. Your subscription tier and fees are as selected during registration. Each subscription permits one Coach to access the Platform.

2.3 Account Requirements

You must provide accurate, current, and complete information when creating Your account. You shall not share your username, password or account login details with anyone and you are responsible for all activities under Your account. You must notify Coachnova immediately at security@coachnova.ai of any unauthorised access or security breach.

2.4 Coachees' Access

During this Agreement term You may invite Your Coachees to access designated Platform features, such as coaching summaries and insights, nudges and prompts. Coachees must accept the Access Terms for Coachees when creating their account to access the Platform. We will terminate the Coachee's access to the Platform: (a) when this Agreement is terminated; (b) within 30 (thirty) days after you notify us that the engagement between You and the Coachee is terminated; or (d) if Coachnova terminates or suspends the Coachee's access as stipulated in the Access Terms for Coachees. For clarity, Coachee may terminate their access to the Platform through their account settings. We will notify you of such termination in due course.

2.5 Consent for Recording

In order to ensure obtaining informed consent from the Coachees to record the coaching sessions, Coachnova will request the Coachee, on Your behalf, to provide their consent when they accept Access Terms for Coachees before accessing the Platform. A tick box for the consent will also be provided before You start recording each session. Coachee is entitled to withdraw their consent at any time by informing You and You then shall not record the sessions going forward.

3. Your Responsibilities and Usage

3.1 Compliance with Laws and Professional Standards

You must use the Services in compliance with all applicable laws, regulations, and professional standards governing coaching services in Your jurisdiction.

3.2 Use of Services in Your Practice

The Platform is an AI powered tool to assist Your coaching practice. You remain solely responsible for all professional services you provide to Your Coachees. You must fulfil transparency obligations regarding the use of AI in Your professional practice. You shall not use the Services for healthcare decisions, medical diagnosis, patient care, therapy, mental health or other medical guidance.

3.3 Independent Professional

You represent and warrant that you are entering into this Agreement in Your capacity as an independent professional coaching service provider acting within Your trade, business, craft or profession, and not as a consumer.

3.4 Acceptable Use

You agree not to:

• Use the Services for any unlawful, harmful, or fraudulent purpose;
• Disseminate misinformation or false information;
• Use the Platform to generate unsolicited e-mail advertisements or spam;
• Infringe any Intellectual Property Rights or violate privacy rights of any other person;
• Use Services for individuals under the age of 18;
• Upload malicious code, viruses, or harmful components;
• Attempt to reverse engineer, decompile, or discover the source code of the Services;
• Exceed your subscribed usage limits or share access credentials;
• Use the Services to develop competing products or services;
• Resell or sublicense access to the Services without Coachnova's written consent;
• Obtain, retain, use, or provide access to the Services to an affiliate or any third party in a manner that may breach any applicable export control or economic sanctions laws and regulations.

4. Coach's Input and Outputs

4.1 Coach's Input

You shall be responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and Intellectual Property Rights to or right to use the Coach's Input. You represent and warrant that You have obtained all necessary rights and consents for, and that you will comply with all privacy and data protection laws in connection with the Coach's Input for use with the Services.

4.2 No Training on Coach Content

Coachnova will not use the Coach Content to train any generative AI large language model or the underlying AI models.

4.3 Verification of Outputs

You acknowledge that Outputs are AI generated and may contain errors, inaccuracies, or incomplete information. You bear full responsibility for verifying and corroborating the accuracy and validity of all Outputs before using them in your coaching practice and/or uploading them to the Platform. You understand that any Output generated by the Platform is for reference purposes only and should not be relied upon as professional advice or a substitute for such advice.

5. Fees and Payment

5.1 Subscription Fees

Subscription fees (the “Fees”) are charged in advance each month according to your selected subscription plan. Fees are exclusive of VAT and other applicable taxes, which will be added where required.

5.2 Payment Terms

By entering into this Agreement, you authorise CoachNova to charge your designated payment method on a recurring basis until you terminate. All payments are processed through our third-party payment processor.

5.3 Fee Adjustments

Coachnova may modify the Fees at any time by providing at least thirty (30) days' written notice. The change will take effect at your next billing event following the notification. If You do not consent to the Fees increase, You may terminate the subscription before the change takes effect. Should You not exercise this right to terminate, it will be deemed as acceptance of the Fees increase.

6. Intellectual Property Rights

6.1 Rights to the Platform and Services

All Intellectual Property Rights belonging to a Party prior to this Agreement will remain with that Party. The Platform and Services, including without limitation any underlying data, software, platforms, algorithms, technology, application and website design, any information, services, texts, feedback, files, sound, videos, various applications, social graphs, organisation, structure, specifications, features and any modifications, enhancements and derivatives thereof and all Intellectual Property Rights related thereto are the property of Coachnova or any relevant third-party owners (as the case may be).

6.2 Rights to the Coach Content

As between You and Coachnova, You own the Coach Content. You hereby grant to Coachnova and its service providers, a non-exclusive, royalty-free, fully paid-up, perpetual, worldwide, revocable licence to (a) collect, store, maintain, modify and process Coach Content as required to provide the Services to You under this Agreement; (b) generate Output and (c) for internal purposes, including without limitation, to improve, develop and enhance the Services, for marketing, promotions, customer support, website administration, and Feedback purpose.

6.3 Rights to the Output

Subject to Coachnova's rights in the Platform, you own all Output generated from the Coach's Input. You may use, modify, and share Output in connection with your coaching practice.

6.4 Feedback

If you provide us Feedback, you grant Coachnova a royalty-free, fully paid up, worldwide, transferable, sublicensable, irrevocable, perpetual license to use the Feedback. Coachnova will not use Feedback in any way that identifies You, Your Coachees, or includes Coach Content or Your Confidential Information.

6.5 Aggregated Data

You grant Coachnova permission to collect and use aggregated, anonymised data derived from the Coach Content and Your use of the Services for Coachnova internal purposes, including to enable analysis of trends, analytics, benchmarking in the coaching practices, and improve Services and other offerings, provided such data cannot identify You, Coachee or any other person.

7. Data Protection and Privacy

7.1 Data Processing

Coachnova is committed to the proper processing of personal data. For certain personal data (not limited to, regarding your account, payments, marketing communication, support), Coachnova acts as a data controller and has adopted a Privacy Policy. For personal data relating to Coachee's identification, professional data and Your communication with the Coachees, You act as a data controller and Coachnova acts as a data processor on Your behalf. Such processing is governed by the Data Processing Agreement (DPA), which is incorporated into these Terms by reference.

7.2 Compliance with Data Protection Laws

Each Party shall remain solely responsible for its compliance with the relevant data protection laws.

8. Confidentiality

8.1 Confidential Information

Each party (the “Receiving Party”) agrees to maintain in confidence all Confidential Information disclosed by the other party (the “Disclosing Party”). Coach Content is your Confidential Information.

8.2 Obligations

The Receiving Party will:

• Use Confidential Information only to fulfil its obligations under this Agreement;
• Protect Confidential Information using the same degree of care it uses for its own confidential information, but no less than reasonable care;
• Limit disclosure to employees and contractors with a need to know who are bound by confidentiality obligations.

8.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known prior to disclosure; (c) is independently developed; or (d) is rightfully received from a third party without confidentiality obligations.

8.4 Compelled Disclosure

The Receiving Party may disclose Confidential Information to the extent required by law, provided it gives the Disclosing Party prompt notice (where legally permitted) to seek protective measures.

9. Warranty

9.1 Standard Warranty

We shall perform the Services and provide access to the Platform in a professional manner, using all reasonable skill and care. The Services shall be carried out by qualified and experienced personnel. Notwithstanding the foregoing, Coachnova does not warrant that, given the current state of technique, the use of the Platform will be uninterrupted, nor that the Platform and Documentation will meet Your requirements, be compatible or work with any other goods, services or technologies which are not included in the Documentation or be free of harmful code or error free. We may temporarily suspend the Services for maintenance, updates, or due to circumstances beyond our reasonable control. All warranties, expressed or implied, regarding the accuracy, completeness, or reliability of the Outputs, are disclaimed.

9.2 Mutual Warranties

Each party represents and warrants that: (a) it has the authority to enter into this Agreement; (b) it will comply with all applicable laws; and (c) its performance will not violate any other agreement or obligation.

9.3 Disclaimer

Except as expressly provided in this Agreement, the services are provided “AS IS” and “AS AVAILABLE” without warranties of any kind. To the maximum extent permitted by applicable law, Coachnova disclaims all other warranties, whether express, implied, or statutory, including implied warranties of satisfactory quality and fitness for a particular purpose.

10. Termination and Suspension

10.1 Term

This Agreement begins on the Effective Date and continues until terminated. Your subscription renews automatically, unless you terminate.

10.2 Termination for Convenience

Either Party may terminate this Agreement for convenience as stipulated herein:

• You may terminate this Agreement at any time through your account settings: (a) Free subscription: termination is immediate; (b) Paid subscription: termination takes effect at the end of Your current billing period.
• Coachnova may terminate: (a) Free subscription by providing a notice of 7 (seven) days; (b) Paid subscription by providing a notice of 30 (thirty) days.

10.3 Termination for Breach

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 14 (fourteen) days after receiving written notice of the breach.

10.4 Suspension or Termination by Coachnova

Coachnova may immediately suspend or terminate your access to the Services if: (a) You breach Sections 3.1, 3.2, or 3.4; (b) Your account poses a security risk; or (c) continued provision of Services would violate applicable law.

10.5 Failed Payments

If a payment fails, we will notify you and may reattempt the charge. If payment remains unsuccessful after 7 (seven) days, we may suspend or terminate this Agreement.

10.6 Effect of Termination

Upon termination: (a) your and your Coachee's right to access and use the Services immediately ceases; (b) you remain obligated to pay all Fees incurred prior to termination; (c) You may export the Coach Content in a common format for ninety (90) days following termination. After that, the Coach Content will be deleted; (d) You are responsible for notifying your Coachees of termination and addressing any data requests they may have.

10.7 Inactive Accounts

Coachnova may terminate accounts linked to Free Subscription that have been inactive for 3 (three) consecutive months by providing a notice of 14 (fourteen) days.

10.8 Survival

Sections 5 (Fees and Payment), 6 (Intellectual Property Rights), 8 (Confidentiality), 9.3 (Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), and 13 (General Provisions) shall survive termination.

11. Limitation of Liability

11.1 Liability and Liability Cap

Coachnova's total aggregate liability arising out of or related to this Agreement, whether in contract, tort, or otherwise, will not exceed the total Fees actually paid or payable by You to Coachnova in the twelve (12) months immediately preceding the event giving rise to liability (or, if the claim is made within the first 12 months, 12 times the average of the monthly fees paid). We are not responsible for any damages resulting from any decisions by You or anyone accessing the Platform through You made in reliance on the Services, including any professional advice. You agree that you use the Platform and the Services at your own risk in these respects.

11.2 Exclusion of Consequential Damages

Neither Party will be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits; loss of anticipated savings; loss of sales or business opportunity; loss of agreements or contracts; loss of goodwill; loss or corruption of software, data or information; or wasted expenditure, even if advised of their possibility.

11.3 Exceptions

Nothing in this Agreement shall limit or exclude either Party's liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; (c) a Party's indemnification obligations under Section 12; (d) a Party's confidentiality obligations under Section 8; or (e) any matter that cannot be excluded or limited under applicable law.

12. Indemnification

12.1 Your Indemnification

You will defend, indemnify, and hold Coachnova harmless from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) the Coach Input that you created or uploaded; (b) your use of the Services in violation of this Agreement, the Documentation or applicable laws and professional standards; or (c) You providing coaching services by using the Platform and Services.

12.2 Coachnova's Indemnification

Coachnova will defend, indemnify, and hold harmless You from any third-party claims alleging that Your use of the Platform, when used in accordance with this Agreement, Documentation, infringe such third party's valid patents, copyrights, or trade secrets.

12.3 Indemnification Process

The indemnified Party must: (a) notify the indemnifying Party in writing within thirty (30) days of them becoming aware of any such claim; (b) grant the indemnifying Party sole control of the defence and settlement; and (c) reasonably cooperate in the defence.

13. General Provisions

13.1 Applicable Law and Jurisdiction

This Agreement will be subject to Irish law. Any dispute arising out of or in connection with this Agreement will be subject to the exclusive jurisdiction of the courts of Republic of Ireland.

13.2 Publicity

Coachnova will not publicly identify you as a customer without your prior consent.

13.3 Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and communications regarding the subject matter.

13.4 Assignment

You may not assign or transfer this Agreement without Coachnova's prior written consent. Coachnova may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all its assets.

13.5 Notices

All notices must be in writing. Notices to you will be sent to the email address associated with your account. Notices to Coachnova must be sent to legal@coachnova.ai. Notice is deemed received 24 (twenty-four) hours after sending unless the sender receives a delivery failure notification.

13.6 Severability

If any provision of this Agreement is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full effect.

13.7 Waiver

No waiver of any provision is effective unless in writing and signed by the waiving party. Failure to enforce any provision does not constitute a waiver.

13.8 Force Majeure

Neither Party shall be liable to the other party for the delay in any performance or failure to render any performance under this Agreement when such failure or delay finds its cause in a case of force majeure, including without limitation acts of government, flood, fire, earthquake, civil unrest, acts of terror, strikes or labour problems, computer, internet, or telecommunications failures, delays or network intrusions, or denial of service attacks, or disruption to third-party services on which the Platform depends (including AI and transcription providers), or any other cause or causes, whether of like or different nature, beyond the reasonable control of such party as long as such cause or causes exist.

13.9 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

13.10 Amendments

Coachnova may update these Terms from time to time. We will provide you with at least thirty (30) days' notice of material changes. Continued use of the Services after the effective date of changes constitutes your acceptance of the updated Terms.

14. Contact Information

For questions about these Terms, please contact:

Coachnova Limited
71 Lower Baggot Street, Dublin 2, D02P593, Republic of Ireland
Support inquiries: support@coachnova.ai
Legal inquiries: legal@coachnova.ai
Privacy inquiries: privacy@coachnova.ai
Website: www.coachnova.ai