Coach Referral Agreement

Coach Referral Agreement
Effective as of: March 26, 2021
This Coach Referral Agreement (this “Agreement”) is between you and Cohere Inc. (“Cohere”, “we”, or
“us”). This Agreement provides information on the Cohere Affiliate Coach Program, whereby Coaches may
refer new coaches to register for Cohere accounts in exchange for a Referral Fee in accordance with the
terms and conditions of this Agreement.
By clicking to accept this Agreement, or otherwise electronically indicating your acceptance, or by
participating in the Cohere Affiliate Coach Program, you accept and agree to this Agreement. Capitalized
terms used herein but not otherwise defined shall have the prescribed meaning as set forth in our Terms
of Service and User Agreement.
Cohere hereby engages Coach, and Coach hereby accepts such engagement, to act as Cohere’s nonexclusive referrer with respect to registration of new coaches in the United States (the “Territory”) to
Cohere’s Site Services, solely in accordance with the terms and conditions of this Agreement.
Coach shall introduce Cohere to new coaches by sharing the unique link as set forth in Coach Account with
new coaches to register for a Coach Account or Team Account (each a “New Coach”). By transmitting the
link to register a New Coach, Coach agrees that it has obtained all consents required under applicable law
to send such link or otherwise provide Cohere the New Coach’s contact information. The prices, terms, and
conditions under which Cohere offers or sells its Site Services to a New Coach shall be determined by
Cohere in its sole discretion and shall have the sole authority to control all discussions and negotiations
regarding any proposed or actual offering of Site Services. Nothing in this Agreement shall obligate Cohere
to accept a New Coach or consummate any transaction with a New Coach. Cohere may terminate any
negotiations or discussions at any time with a New Coach without any liability or obligation to pay a Referral
Fee as set for below. In the event of a dispute regarding a New Coach referral between two Coaches,
Cohere shall, in good faith and in its sole discretion, settle the dispute and send notice to both Coaches
identifying which Coach is entitled to the Referral Fee for such New Coach.
In consideration for the referral services rendered by Coach hereunder, Cohere shall pay to Coach fifty
percent (50%) of the net revenue Cohere earns from such referrals less any refunds or credits received by
Cohere from the Service Fees, or such other amount as agreed to in writing, actually received from a
referred New Coach for the duration of 12 months following a New Coach’s registration up to an aggregate
Referral Fee of $500 per registered New Coach. Cohere shall pay to Coach the Referral Fee within sixty
(60) days of completion of a New Coach’s Client session. No Referral Fee shall be due for any New Coach
who is already a registered Coach with Cohere. Each party shall be responsible for all expenses incurred
by such party in connection with this Agreement.
Each of the parties is responsible for the payment of all taxes and duties that may be levied or assessed
upon it in connection with this Agreement. If a party is required to withhold taxes, that party agrees to
provide other party with written evidence of the withholding.
If Coach disputes the calculation of the Referral Fee for any given New Coach, Coach shall notify Cohere
in writing describing why the amount remitted is disputed with sufficient detail within 30 days of its receipt
of the Referral Fee in dispute. The parties will promptly meet to discuss and resolve any such dispute.
Once the dispute is resolved, Cohere shall pay any amounts owing to Coach, if any, as soon as possible
upon the resolution of the dispute, but in all cases within 60 days.
All non-public, confidential, or proprietary information of Cohere, including, but not limited to, specifications,
designs, plans, drawings, documents, data, business operations, coach or customers lists, pricing,
discounts, and rebates, disclosed by Cohere to Coach, whether disclosed orally or disclosed or accessed
in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified
as “confidential,” in connection with this Agreement is confidential, solely for the use of performing this
Agreement and may not be disclosed or copied unless authorized by Cohere in writing. Upon Cohere’s
request, Coach shall promptly return all documents and other materials received from Cohere. Cohere shall
be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that
is: (a) in the public domain; (b) known to the Coach at the time of disclosure through a third party not subject
to a duty of confidentiality with Cohere; or (c) rightfully obtained by the Coach on a non-confidential basis
from a third party.
The term of this Agreement commences on the date of this Agreement and continues, unless and until
earlier terminated by either party as provided under this Agreement (the “Term”). Cohere may terminate
this Agreement with immediate effect upon notice to Coach. Cohere shall continue to pay the Referral Fee
for qualifying New Coaches registered up to the date of termination for the 12 month duration as detailed
in Section 2, provided that no Referral Fee shall be due to Coach in the event this Agreement is terminated
due to a material breach of this Agreement by Coach, as determined in Cohere’s sole discretion.
Cohere reserves all rights, implied or otherwise, and retains all rights, title, and interest in and to the Site
Services and all related Intellectual Property Rights. Coach acknowledges that the Site Services, and all
related Intellectual Property Rights therein are owned by Cohere and its licensors and that nothing in this
Agreement grants, whether by implication, waiver, estoppel, or otherwise, any ownership, right, title, or
interest therein to Coach.
Coach shall not (orally or in writing) publicly disclose or issue any press or make any other public statement,
or otherwise communicate with the media, concerning the existence of this Agreement or the subject matter
hereof, without the prior written approval of Cohere (which shall not be unreasonably withheld or delayed),
except to the extent that Coach (based upon the reasonable advice of counsel) is required to make any
public disclosure or filing with respect to the subject matter of this Agreement by applicable law.
Notwithstanding any use of the term “affiliate” and/or “partner” or any other provision to the contrary, Coach
is an independent contractor of Cohere, and this Agreement shall not be construed to create any
association, partnership, joint venture, employee, or agency relationship between Coach and Cohere for
any purpose. Coach has no authority (and shall not hold itself out as having authority) to bind Cohere and
Coach shall not make any agreements or representations on Cohere’s behalf without Cohere’s prior written
consent. Without limiting the above, Coach will not be eligible to participate in any vacation, group medical
or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans
offered by Cohere to its employees, and Cohere will not be responsible for withholding or paying any
income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions,
including unemployment or disability, or obtaining worker’s compensation insurance on Coach’s behalf.
Coach shall be responsible for, and shall indemnify Cohere against, all such taxes or contributions,
including penalties and interest. Coach shall be solely responsible for all costs or expenses that it may incur
in the performance of its activities under this Agreement. Any persons employed or engaged by Coach in
connection with the performance of Coach’s obligations hereunder shall be Coach’s employees or
contractors and Coach shall be fully responsible for them and indemnify Cohere against any claims made
by or on behalf of any such employees or contractors.
Coach shall defend, indemnify, and hold harmless Cohere, and any of its directors, officers, and
shareholders, against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments,
settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable
attorney fees, fees and the costs of enforcing any right to indemnification under this Agreement, incurred
by/awarded against Cohere, arising out or resulting from any claim of a third party related to its obligations
under this Agreement.
For the avoidance of doubt, Cohere may terminate or amend the terms of any referral program that it offers
to third parties at any time in Cohere’s sole discretion. Such termination or amendment shall not have an
effect on this Agreement unless this Agreement is terminated pursuant to Section 5 or amended pursuant
to this Agreement. Cohere may amend this Agreement without notice, provided that any new terms shall
not apply to any New Coaches registered prior to the effective date of such amendment and shall remain
subject to the terms then in effect at registration unless otherwise mutually agreed to by the parties in
All notices or other communications required or permitted hereunder shall be in writing and shall be deemed
to have been duly given either when such notice is provided electronically to the Coach Account, or
delivered personally, by confirmed facsimile transmission, or five (5) days after being placed, properly
addressed to the address set forth in the Coach Account, postage prepaid, return receipt requested, in the
United States mail, or sent by registered airmail, properly addressed to the address set forth in the
Agreement postage prepaid and return receipt requested.
Governing Law and Venue
This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed
in accordance with, the laws of the State of Arizona, without regard to the conflict of laws provisions of such
State. Any legal suit, action, or proceeding arising out of or relating to this Agreement must be instituted in
the federal courts of the United States of America or the courts of the State of Arizona, in each case located
in the City of Phoenix and County of Maricopa, and each Party irrevocably submits to the exclusive
jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or
other document by certified mail in accordance with the Notice Section hereof will be effective service of
process for any suit, action, or other proceeding brought in any such court.
Coach shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this
Agreement without the prior written consent of Cohere. Any purported assignment or delegation in violation
of this Section shall be null and void. Cohere may at any time assign, transfer, or subcontract any or all of
its rights or obligations under this Agreement without Coach’s prior written consent. This Agreement will
inure to the benefit of and be binding upon each of the parties and each of their respective permitted
successors and permitted assigns.
Entire Agreement
This Agreement constitute the entire understanding between the parties hereto with respect to the subject
matter hereof and supersedes any and all prior agreements and understandings between the parties hereto
with respect to the subject matter hereof, including, without limitation, any warranties, representations, or
agreements between Coach and Cohere not set forth in this Agreement.
Severability; Headings
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof.
Any headings contained herein are for convenience only and shall not affect the construction hereof. If any
provision or part thereof of this Agreement is stricken in accordance with the provisions of this Section, then
this stricken provision shall be replaced, to the extent possible, with a legal, enforceable, and valid provision
that is as similar in tenor to the stricken provision as is legally possible.
The failure or delay of any party to exercise any right or option arising out of a breach of this Agreement
shall not be deemed a waiver of any right or option with respect to any subsequent or different breach, or
the continuance of any existing breach, after demand for strict performance.