Coaching Services Agreement

Last Revised: June 29, 2021

This is a legal and binding document between you and Youper on behalf of itself, its subsidiaries, and its affiliated professional entities (collectively, “Youper,” “We,” “Our”, or “Us”). When you sign this document, it will represent an agreement between you/Client and Youper whereby a Youper Coach will provide Coaching Services to you. Read it carefully before clicking “I accept”. 

This document contains important information about our professional services and business policies. It is very important that you understand the concepts discussed below. Take your time reading it and discuss any questions you have with your coach.

Description of Coaching 

Coaching is partnership (defined as an alliance, not a legal business partnership) between a coach and client in a thought-provoking and creative process that inspires the client to maximize personal and professional potential. It is designed to facilitate the development of personal and wellness goals and to develop and carry out a plan for achieving those goals.

Coach-Client Relationship

  1. Your Coach agrees to maintain the ethics and standards of behavior established by the International Coach Federation (“ICF”) found at https://coachfederation.org/code-of-ethics. You should review the ICF Code of Ethics and the applicable standards of behavior.
  2. You are solely responsible for creating and implementing your own physical, mental and emotional well-being, decisions, choices, actions and results arising out of or resulting from the coaching relationship and your coaching calls and interactions with the Coach. As such, you agree that the Coach is not, and will not be, liable or responsible for any actions or inaction, or for any direct or indirect result of any services provided by the Coach. You acknowledge that coaching is not therapy and does not substitute for therapy if needed, and does not prevent, cure, or treat any mental disorder or medical disease.
  3. You acknowledge that you may terminate or discontinue the coaching relationship at any time.
  4. You acknowledge that coaching is a comprehensive process that may involve different areas of your life, including work, finances, health, relationships, education and recreation. You agree that deciding how to handle these issues, incorporate coaching principles into those areas and implementing choices is exclusively your responsibility.
  5. You acknowledge that coaching does not involve the diagnosis or treatment of mental disorders as defined by the American Psychiatric Association and that coaching is not to be used as a substitute for counseling, psychotherapy, psychoanalysis, mental health care, substance abuse treatment, or other professional advice by legal, medical or other qualified professionals and that it is your exclusive responsibility to seek such independent professional guidance as needed. If you are currently under the care of a mental health professional, it is recommended that you promptly inform the mental health care provider of the nature and extent of the coaching relationship agreed upon by you and your Coach.
  6. You understand that in order to enhance the coaching relationship, you should communicate honestly, be open to feedback and assistance and to create the time and energy to participate fully in the program.

 

Health and Medical Service Disclaimer

WE DO NOT PROVIDE PROFESSIONAL MEDICAL SERVICES OR ADVICE. THE SERVICES PROVIDED BY THE WEBSITE AND/OR MOBILE APP DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, MEDICAL ADVICE OR OPINION. NO DOCTOR-PATIENT RELATIONSHIP IS CREATED. USE OF THE SERVICES IS NOT FOR MEDICAL EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911.

No Doctor-Patient Relationship. Any and all services provided by, in and/or through the services are for informational purposes only. Youper is not a medical professional, and Youper does not provide medical services or render medical advice. Nothing contained in the services should be construed as such advice or diagnosis. The information and reports generated by us should not be interpreted as a substitute for physician consultation, evaluation, or treatment, and the information made available on or through the services should not be relied upon when making medical decisions, or to diagnose or treat a medical or health condition. YOUR USE OF THE SERVICES DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND ANY OF THE YOUPER PARTIES (INCLUDING, WITHOUT LIMITATION, COACHES) OR ANY OF YOUPER SERVICE USERS).

You are urged and advised to seek the advice of a physician or a medical or psychiatric professional with any questions you may have regarding your health before beginning any coaching program or any other plans that may be referenced, discussed or offered under the services. If you are being treated for a physical or mental illness, taking prescription medication or currently engaging in therapy, it is especially urged to consult with your physician before using the services. You represent to us (which representation shall be deemed to be made each time you use the services), that you are not using the services or participating in any of the activities offered by the services for purpose of seeking medical attention. You further agree that, before using the services, you shall consult your physician, particularly if you are currently or have previously being treated for any psychiatric condition. If any information you receive or obtain from using the services is inconsistent with the medical advice from your physician, you should follow the advice of your physician.

 

Services

The parties agree to engage in a Coaching Program through telephone or video meetings.

 

Eligibility

We do not permit individuals under 18 years of age to become registered users of our services. By using the services, you represent and warrant that you are at least 18 years of age and have the right, authority and capacity to enter into these Terms & Conditions and to abide by the terms and conditions of these Terms & Conditions.

Youper services are designed for people experiencing mild to moderate symptoms of anxiety, stress, or depressed mood. Individuals suffering from severe symptoms who are currently in treatment or requiring treatment are not eligible for our services. Individuals with bipolar disorder, psychosis, schizophrenia, acute active suicidal ideation, recent suicide attempt, or who have recently been treated in an inpatient psychiatric treatment program are not eligible for our services. By using the services, you represent and warrant that you have not been diagnosed with bipolar disorder, psychosis, or schizophrenia, that you are not presently experiencing active suicidal ideation and that you have not recently attempted suicide or been treated in an inpatient psychiatric treatment program. 

Youper services are only available in English. Individuals who are not able to communicate fluently in English are not eligible for the Youper program. By using the Youper services, you represent and warrant that you are able to communicate and comprehend English.

 

Confidentiality

This coaching relationship, as well as all information (documented or verbal) that you share with your Coach as part of this relationship (collectively, “Confidential Information”) is bound by the principles of confidentiality set forth in the ICF Code of Ethics. However, please be aware that the Coach-Client relationship is not considered a legally confidential relationship (like the medical and legal professions) and therefore communications are not subject to the protection of any legally recognized privilege. Your Coach agrees not to disclose any information pertaining to you without your written consent. Your Coach will not disclose your name as a reference without your consent. Confidential Information does not include information that: (a) was in Youpers’ possession prior to its being furnished by you; (b) is generally known to the public; (c) is obtained by Youper from a third party, without breach of any obligation owed to you; (d) is independently developed by Youper without use of or reference to your Confidential Information; (e) your Coach or Youper is required by statute, lawfully issued subpoena, or by court order to disclose; (f) is disclosed to your Coach or Youper and as a result of such disclosure Youper reasonably believes there to be an imminent or likely risk of danger or harm to you or others; or (g) involves illegal activity. You should also be aware that telephone, email and videoconference are not encrypted methods of communication, and some confidentiality risk exists with their use. You must raise any confidentiality questions or concerns with your Coach in a timely manner.

Electronic Communication & Online Coaching. Telephone (including text), email, and videoconference are not encrypted methods of communication, and some confidentiality risk exists with their use. Our team communicates using these mediums. By signing this Consent and Services Agreement, you consent to your coach, or someone from our team, following up with you by telephone, text or email for scheduling, billing, quality assurance, or other reasons.While a growing base of research has shown that distance coaching services—through various electronic means—can be effective, such services are relatively new in comparison to traditional (in-person) coaching, which has a much longer track record of positive outcomes. Distance coaching may not be appropriate for some clients.

 

Termination

Either you or Youper may terminate this Agreement at any time for any reason. 

 

Subcontractors

Youper may use the services of third-party coaches and other subcontractors and permit them to provide the Youper Services. Any dispute, claim, or controversy between You and any coach or subcontractor arising in connection with or relating in any way to this Agreement or to Your relationship with Youper as a user of the Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Agreement) will be held against Youper and not any individual subcontractor.

 

Limited Liability

Except as expressly provided in this Agreement, Youper makes no guarantees, representations or warranties of any kind or nature, express or implied with respect to the coaching services negotiated, agreed upon and rendered. In no event will your Coach or Youper be liable to you for any indirect, consequential or special damages. Notwithstanding any damages that you may incur, Youper’ entire liability under this Agreement, and your exclusive remedy, will be limited to the amount actually paid by or on your behalf to Youper under this Agreement for all coaching services rendered through and including the termination date.

 

Entire Agreement

This document reflects the entire agreement between you and Youper and reflects a complete understanding of the parties with respect to the subject matter. This Agreement supersedes all prior written and oral representations. The Agreement may not be amended, altered or supplemented except in writing signed by both you and Youper.

 

Arbitration

You and Youper agree that any dispute, claim, or controversy between You and Youper arising in connection with or relating in any way to this Agreement or to Your relationship with Youper as a user of the Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Agreement) will be determined by mandatory binding individual arbitration. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of the Agreements.

Notwithstanding the clause above, You and Youper both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to (1) bring an individual action in a small claims court, (2) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (3) seek injunctive relief in a court of law, or (4) to file suit in a court of law to address intellectual property infringement claims.

Your arbitration fees and Your share of arbitrator compensation will be limited to those fees set forth in the American Arbitration Association (AAA) Rules with the remainder paid by Youper. If the arbitrator finds that either the substance of Your claim or the relief sought in the arbitration is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such a case, You agree to reimburse Youper for all monies previously disbursed by it that are otherwise Your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

Any arbitration must be commenced by filing a demand for arbitration within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.

 

Venue

This Agreement will be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without resort to its conflict of law provisions. To the extent that any issues under this Agreement are litigated in court, the state or federal court in San Francisco County, California will be the jurisdiction in which any suits should be filed.

 

Severability

If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If the Court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

 

Waiver

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

 

Binding Effect

This Agreement shall be binding upon the parties hereto and their respective successors and permissible assigns.