Coach Agreement Between Ureeka and Coach for Use of the Service

Effective date: August 1, 2019

Acceptance. By clicking “I accept” (or any similar indicia of acceptance), you (“Coach”) agree (a) to engage Ureeka, Inc. (“Ureeka”) to provide you with the Ureeka Services for Coaches (defined below); and (b) to comply with the terms of service set forth in this Agreement between Ureeka and Coach for use of the Service (“Agreement”).
Terms of Service. This Agreement is incorporated by reference into the Ureeka Terms of Service for the Service (www.ureeka.biz/legal/tos) (“Terms”). To the extent there is a conflict between the Terms and this Agreement, this Agreement will govern solely to the extent of the conflict.
Definitions. Capitalized terms used but not defined in this Agreement have the meanings given in the Terms.
The Services. Ureeka will provide the following services to Coach who is approved by Ureeka to perform services for Members (the “Ureeka Services for Coaches”):
1. Inclusion in Directory: Ureeka will include Coach in its directory of Consultants with information provided by Coach, so that Coach is available to be paired with Members;
2. Administrative, Management & Technology Services: Ureeka will provide miscellaneous administrative and management services to facilitate Coach’s activities, including the technology and learning modules helpful to coach a Member;
3. Access to Members who may want coaching;
4. Access Mentors and other specialists or experts that can aid in the growth of your company;
5. Access to an Ureeka employee to help if you are stuck with helping a Member (Members) grow; and
6. Access to miscellaneous educational materials that may be helpful but are not required.
Exclusions from the Ureeka Services for Coaches. The Ureeka Services for Coaches relate to the business services set forth above, which may be updated from time to time. The Ureeka Services for Coaches do not include anything related to providing advice or freelancing. Coach is solely responsible for all of Coach’s own tools, equipment, training, transportation, office space, licensing, and other materials or requirements needed, desired or related to providing a range of services for Members, including consulting advice and work product (“Coach Services”). Coach is also solely responsible for the payment of insurance premiums, licensing fees, professional dues or other costs or expenses connected with Coach’s business, and acknowledges that Ureeka will not reimburse Coach for any such expenses. Ureeka is not, and will not be, responsible for any liability arising out of services performed for Members. Coach is not permitted to represent to Members or others that Coach is an employee, contractor, or agent of Ureeka.
Service Control. As an independent business and Coach of Ureeka, Coach maintains complete control over Coach’s use of the Service, including:
1. Coach decides when to log into the Service and be available for appointments;
2. Coach decides whether to accept, reject, or ignore offers to work with certain Members and/or Member projects if logged in;
3. Coach is permitted to select Coach’s attire for the Member Services – no uniforms or other specific clothes are required;
4. Coach confers with the Member to determine the time and location of the Coach Services – Ureeka is not involved (other than by providing the Service);
5. Coach is permitted to maintain Coach’s independent business and other Members without using the Service;
6. Coach is not restricted from using competitive services or technology platforms;
7. Coach’s opportunity for profit or loss is dependent on his or her own managerial skill;
8. Coach is responsible for resolving any disputes with Members, including financial responsibilities for refunds, breakage, spoilage, and other losses directly or indirectly caused by Coach or Coach’s agents;
9. Coach solely controls the amount of Coach’s investment in the Coach Services, including expenses on training and tools; and
10. Coach exclusively controls Coach’s performance of the Coach Services, including, but not limited to, possessing the requisite skills, credentials and training to perform Coach Services that he or she accepts hereunder.
Coach Services. Coach will provide a minimum of 90 minutes of Coach Services per month for each Member that Coach agrees to coach. Coach agrees that in performing the Coach Services, Coach will act in the best interest of the Member (even if that means that Coach will earn less compensation under the Service). Coach will continue to provide the same level of high quality Coach Services throughout the Term (defined below). Coach will abide by the Ureeka Coach Code of Conduct accessible at www.ureeka.biz/legal/coach/coc and will review the Ureeka Methodology accessible on the Service.
Coach’s Business. By accepting this Agreement and under penalty of perjury, Coach affirms that Coach is self-employed, maintains and operates a freelancing business that is separate and independent from Ureeka, holds himself or herself out to the public as independently competent and available to provide the applicable services, and has obtained and/or expects to obtain Members for whom Coach performs Coach Services through other means other than Ureeka and prior to entering into this Agreement.
Compensation. For each month of the Term following the first date that Coach provides Coach Services (“Start Date”), Ureeka will pay Coach the share of gross revenue from the performance of Coach Services set forth on the Service (the “Revenue Share”). Coach’s Revenue Share payments will be made by the last day of each calendar month of the Term following the Start Date, or the first business day thereafter if such last day falls on a holiday or weekend. Payment will be made in U.S. Dollars. Coach will be responsible for any taxes assessed against it as a result of this Agreement.
Anti-Circumvention. Coach acknowledges that Ureeka has taken considerable efforts to develop its relationships with Members. During the period in which Coach is performing Member Services and for 12 months thereafter (the “Protection Phase”), Coach may not accept a request or offer from a Member directly or indirectly in circumvention of the Ureeka Services. If Coach violates the foregoing provision in this Section 10, Coach is obliged to pay Ureeka liquidated damages in the amount of $100,000. During the Protection Phase, Coach is obliged to inform Ureeka of all prospective and all concluded projects directly or indirectly attributable to Coach’s Account or assignment from Ureeka to the extent such projects are not already visible in Coach’s Account. This includes offers for permanent employment as an employee of a Member. In the event of a breach of this Section 10, Ureeka reserves the right to remove Coach from the Ureeka Services, without limiting Ureeka’s other available remedies.
Permanent Employment. If Coach accepts a permanent position with Member during the Protection Phase, Coach must pay Ureeka liquidated damages in the amount Ureeka paid to Coach during the 12 months immediately preceding Coach’s acceptance of the position.
Independent Contractor Relationship; No Legal or Other Advice. Coach acknowledges that Coach is an independent contractor and not an employee of Ureeka for all purposes, and acknowledges Coach’s sole responsibility for complying with all federal, state and local tax filing and payment obligations that pertain to any remuneration received from Members in connection with this Agreement. Neither this Agreement nor Coach’s performance under this Agreement creates an association, partnership, joint venture, or relationship of principal and agent, master and servant, or employer and employee, between Ureeka and Coach. Coach will be solely responsible for all tax withholding, Social Security, Worker’s Compensation Insurance, FICA, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pensions, and other obligations or benefits. Coach acknowledges that Ureeka is not rendering legal, tax, or investment advice, nor is Ureeka a fiduciary of Coach. Accordingly, Coach acknowledges that Coach may seek advice from an appropriate professional to comply with any and all applicable federal, state, and local laws or ordinances.
No Employment. Nothing in this Agreement will in any way be construed to constitute Coach or its employees or agents as an agent, employee or representative of Ureeka. Without limiting the generality of the foregoing, Coach is not authorized to bind Ureeka to any liability or obligation or to represent that Coach has any such authority. Coach and Ureeka agree that Coach and its employees and agents will receive no Ureeka-sponsored benefits from Ureeka where benefits include, but are not limited to, paid vacation, sick leave, medical insurance and 401k participation. If Coach, its employees or agents, are reclassified by a state or federal agency or court as Ureeka’s employee, Coach, its employees or agents, as applicable, will become a reclassified employee and will receive no benefits from Ureeka, except those mandated by state or federal law, even if by the terms of Ureeka’s benefit plans or programs of Ureeka in effect at the time of such reclassification, Coach, its employees or agents, as applicable, would otherwise be eligible for such benefits.
Indemnification. Coach will promptly defend, indemnify and reimburse, and hold harmless Ureeka and its directors, officers, employees, agents or advisors (“Representatives”), to the fullest extent permitted by law, as such may be amended from time to time, from any losses, liabilities, legal fees or expenses incurred by Ureeka or its Representatives, as a result of: (a) Coach’s negligence, intentional wrongdoing, or a breach of this Agreement, or alleged negligence, intentional wrongdoing, or breach of this Agreement, of the Coach or of persons under Coach’s control; or (b) any liability of Coach or Ureeka for the payment or non-payment of federal, state, or local taxes, or other withholdings, involving Coach. Ureeka will be entitled to the rights of indemnification provided if, by reason of Coach’s providing Member Services under this Agreement, Ureeka is, or is threatened to be made, a party to or participant in any proceeding, including any actual or threatened administrative or civil action or lawsuit, arbitration, or criminal indictment or case. Coach will cooperate as fully and reasonably as required by Ureeka in the defense of any claim related to any services under this Agreement.
Expenses. Except as otherwise specifically provided herein, Ureeka and Coach will each bear his, her or its own expenses relating to this Agreement and performance thereunder.
Termination. This Agreement commences upon Coach’s acceptance of its terms and continues until terminated (the “Term”). Coach may terminate this Agreement upon 60 day’s written notice to Ureeka. Ureeka may terminate this Agreement for convenience upon 1 day’s (or as otherwise determined by Ureeka) notice to Coach. Ureeka may also terminate this Agreement immediately with written notice to Coach if Coach has breached any material term (“Material Breach”) of this Agreement.

A Material Breach of this Agreement includes, but is not limited to, the following:

1. Failure to abide by the Terms; and
2. Violation by Coach of applicable state law and/or possession of deficient and/or misrepresented credentials or experience.

Effects of Termination. All licenses granted by Ureeka under this Agreement will be revoked as of the termination of this Agreement. Notwithstanding the foregoing, Sections 5, 8 through 15, and 17 through 19, and any liabilities or payment obligations that have accrued prior to termination will survive such termination. Following any notice of termination, Coach shall provide its Member(s) all assistance reasonably requested by its Member(s) and/or Ureeka to enable a smooth transition to alternative Coach.
Changes. Changes to this Agreement will be binding upon a party who confirms such change in writing, including via electronic mail, if such writing specifically refers to this Agreement.
Miscellaneous. (a) Excepting the arbitration provisions in the Terms, which are governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., this Agreement will be governed by California law, and all disputes will be heard only in state or federal court in San Francisco, California. Any legal fees and expenses relating thereto will be awarded to the successful party; (b) This Agreement, together with any Ureeka rules or policies (including the Terms) referred to herein, represents the complete agreement between Coach and Ureeka concerning the subject matter hereof, and it replaces and supersedes all prior oral or written communications concerning such subject matter; (c) Any notice hereunder must be given in writing by electronic mail to Ureeka at legal@ureeka.biz (if made by Coach to Ureeka) or to the Coach email provided to Ureeka or updated in the Service (if made by Ureeka to Coach); (d) Coach may not assign, transfer or delegate this Agreement or any part of it without Ureeka’s prior written consent. Ureeka may freely transfer, assign or delegate all or any part of this Agreement, and any rights and duties thereunder, upon the giving of notice; (e) This Agreement will be binding upon and inure to the benefit of the heirs, successors and permitted assignees of the parties; (f) The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability will not in any way affect the validity or enforceability of the remaining provisions hereof. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be reformed, if reasonably possible, only to the extent necessary to make it enforceable; (g) The headings and subheadings in this Agreement are for convenience only, confer no rights or obligations in either party, and do not alter any terms of this Agreement; and (h) The parties represent and agree that they fully understand their right to discuss all aspects of this Agreement with their attorneys, that they have availed themselves of this right, that their attorneys have counseled them with respect thereto, that they have carefully read all of the provisions of this Agreement, that they fully understand those provisions and that they are voluntarily entering into this Agreement.