Ziquecoach Coach Agreement

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This Coach Agreement ("Agreement") is between you ("Coach", "you") and Ziquecoach ("Ziquecoach", "we", "us"). By creating a Coach account, accessing the Ziquecoach service, or charging any Client through Ziquecoach, you agree to this Agreement. If you do not agree, do not use the service as a Coach.

1. The Nature of Ziquecoach

Ziquecoach is a software-as-a-service tool that lets independent fitness professionals manage their own coaching businesses and serve their own clients ("Clients"). Ziquecoach provides the technology — workout builders, meal-plan tools, messaging, payment rails, and analytics — but Ziquecoach does NOT itself design workouts, create meal plans, deliver coaching, give medical or nutritional advice, or provide any fitness service to Clients. Every Coach operates as an independent business. The coaching relationship is between the Coach and the Client. Any agreement about scope, price, refunds, results, or any other aspect of coaching is between the Coach and the Client. Ziquecoach is not a party to that relationship, has no responsibility for what Coaches do or fail to do, and makes no representations about any Coach's qualifications, training, or judgment.

2. Coach Status — Independent Contractor

The Coach operates an independent business. Nothing in this Agreement creates an employment, agency, partnership, joint-venture, or franchise relationship between Ziquecoach and the Coach, and the Coach is not authorized to make any representation, warranty, or commitment on behalf of Ziquecoach. Coaches are solely responsible for the content of their programs, the advice they give their Clients, their compliance with all licensing, certification, scope-of-practice, tax, employment, insurance, and consumer-protection laws that apply to their business, and the terms (including refund terms) on which they sell to their Clients.

The Coach is solely responsible for the Coach's tax filings (including 1099-K reporting from Stripe if applicable), social-security or national-insurance contributions, business licensing, professional certification, professional indemnity insurance, and compliance with employment law if the Coach hires staff. Clients understand that their Coach — not Ziquecoach — is the party providing fitness, nutrition, or wellness services to them.

3. Coach Eligibility

To open a Coach account on Ziquecoach, you must:

• be at least 18 years old;
• be legally able to enter into binding contracts in your country of residence;
• be currently certified by a recognized fitness or nutrition-credentialing body, or be able to certify in writing that you operate lawfully in your jurisdiction under another professional licensure;
• hold or commit to obtain professional indemnity insurance covering your coaching activity, and keep that certification and insurance current for as long as you use Ziquecoach.

You agree to provide proof of certification and insurance on request.

4. Coach Responsibilities and Scope of Practice

You agree to work only within the scope of your certification, training, and license. You will not diagnose medical or mental-health conditions, prescribe medication, design diets for clients with eating disorders or active medical conditions outside your competence, provide physiotherapy, or otherwise act outside your scope.

When a Client discloses a medical condition, pregnancy, injury, or red-flag symptom, you will, at minimum, recommend the Client consult their physician before continuing. You will use the in-platform PAR-Q (or an equivalent screen) for every new Client and reassess if conditions change.

You acknowledge that Ziquecoach does not review your programs and is not responsible for their safety or appropriateness.

Scope-of-Practice Violations

You expressly agree that you will not, through Ziquecoach or otherwise:

1. diagnose any medical, psychiatric, or psychological condition;
2. prescribe, recommend, or supply prescription medication, controlled substances, or performance-enhancing drugs;
3. provide therapy for any mental-health condition;
4. provide medical nutrition therapy for a clinical condition unless you are a registered dietitian licensed in the Client's jurisdiction;
5. treat any musculoskeletal or other injury other than within your certification scope;
6. advise a pregnant Client without ensuring physician clearance; or
7. make any representation to the Client that you have medical, psychological, or other professional qualifications you do not actually hold.

Coach Responsibilities Checklist

• Maintain valid, current fitness certifications and any required local licenses.
• Maintain professional indemnity and public liability insurance.
• Work only within the scope of your certification.
• Screen clients with a PAR-Q or equivalent before programming.
• Obtain medical clearance from Clients when red flags appear.
• Maintain client confidentiality and comply with GDPR, CCPA, and any other privacy laws applicable to your Clients' data.
• Set fair, lawful, written terms with each Client.

5. Prohibited Coach Conduct

You agree not to (and not to allow anyone else to):

1. use Ziquecoach for anything illegal, including selling regulated goods, services, or content;
2. provide medical, psychological, or other professional advice you are not licensed to provide;
3. make false claims about results, certifications, or credentials;
4. collect Client payments outside Ziquecoach once a Client has been added via Ziquecoach, or otherwise circumvent platform fees ("off-platform solicitation");
5. upload content that is sexually explicit, harassing, threatening, hateful, defamatory, or that infringes anyone's intellectual property, privacy, or publicity rights;
6. target minors, market unsafe extreme diets, or promote disordered eating;
7. impersonate any person or misrepresent your affiliation;
8. market extreme calorie restriction or unsafe rapid-loss diets;
9. market to minors without parental consent and appropriate safeguards;
10. distribute performance-enhancing-drug content or referrals;
11. engage in sexual, romantic, or otherwise inappropriate conduct toward Clients;
12. share one Coach account among multiple coaches without paying for additional seats;
13. use Ziquecoach to harass, defame, or stalk anyone;
14. resell, sublicense, or "rent out" your account to third parties;
15. scrape, reverse-engineer, decompile, or copy any part of Ziquecoach;
16. probe, scan, or otherwise attempt to interfere with the security of Ziquecoach;
17. use Ziquecoach to send spam, malware, or anything that disrupts the service;
18. use any automated means to access Ziquecoach except via documented APIs; or
19. violate the Stripe Restricted Businesses list or any payment-network rule.

6. Payments — Stripe Connect and Merchant of Record

PAYMENTS. Ziquecoach uses Stripe Connect to process payments between Coaches and their Clients. By enabling payments, you must create and maintain a Stripe Connect account, agree to the Stripe Connected Account Agreement (https://stripe.com/legal/connect-account) and Stripe Services Agreement, and authorize Ziquecoach to share information with Stripe as needed to provide the service.

MERCHANT OF RECORD. For every payment a Client makes to you through Ziquecoach, you — not Ziquecoach — are the merchant of record. That means:

• you are the seller;
• you own the underlying coaching service;
• you set pricing;
• you set the refund policy and publish it to your Clients at the point of sale;
• you issue invoices and tax receipts as required by local law;
• you are solely responsible for refunds, chargebacks, disputes, fines, fees, taxes, and any reserve or negative balance Stripe imposes on your connected account.

PLATFORM FEE. Ziquecoach charges a platform fee per Client transaction, shown on the Coach pricing page and on every transaction in your dashboard. The platform fee is deducted from each Client payment before the remaining amount is paid out to your Stripe-connected bank account. Stripe also charges a separate processing fee, disclosed and deducted at the time of the transaction. Platform fees are not refundable except where required by law, even if you refund the Client.

COACH SUBSCRIPTION FEE. You pay a recurring subscription to Ziquecoach to maintain your account. Subscription fees are billed in advance, monthly or annually depending on the plan, and are non-refundable except where required by mandatory consumer-protection law (for example, the UK Consumer Contracts Regulations 14-day cooling-off period may apply if you are a UK consumer-coach).

CHARGEBACKS AND DISPUTES. When a Client disputes a charge with their card-issuing bank, Stripe charges a chargeback fee (currently US$15 per chargeback in the US) and may reverse the disputed amount from your connected account. You are fully responsible for these costs. Ziquecoach is not responsible for resolving disputes between you and your Client and will not refund platform fees on charged-back transactions, but will, at Stripe's request, help with information-gathering and dispute submission tools.

RESTRICTED BUSINESSES. You agree not to use Ziquecoach's payment features for any business or transaction Stripe prohibits, including those listed at https://stripe.com/legal/restricted-businesses, and not to process payments unrelated to your coaching services on Ziquecoach. If your Stripe-connected account is suspended, restricted, or terminated by Stripe, Ziquecoach may suspend your payment features and, in serious cases, your Ziquecoach account.

TAXES. You are responsible for any sales tax, VAT, GST, or other indirect taxes owed on your services and for issuing invoices that comply with local law. You are responsible for any Stripe Connect reserve, fines, or chargeback fees imposed on your account.

7. No Off-Platform Solicitation

You agree that, while you have a paid Coach account on Ziquecoach and for twelve (12) months after termination, you will not solicit any Client whom you first connected with through Ziquecoach to pay you outside of Ziquecoach for substantially the same coaching services, nor will you instruct or encourage Clients to circumvent Ziquecoach's payments.

This restriction does not prevent you from continuing a pre-existing coaching relationship that existed before Ziquecoach; you certify the existence of any such pre-existing relationship at the time you add a Client.

8. Client Data — Ownership and Portability

With respect to personal data you collect about your Clients in the course of your coaching business, you are the data controller and Ziquecoach is your data processor. You are responsible for:

• providing your Clients with a privacy notice that accurately describes what you do with their data;
• obtaining all necessary consents, including any explicit consent required to process special-category health data under GDPR;
• honoring data-subject-access, correction, deletion, and portability requests within statutory deadlines;
• notifying Ziquecoach promptly if you become aware of a data breach affecting your Client data.

Ziquecoach's obligations as your processor are set out in the Data Processing Addendum incorporated into this Agreement.

Portability on Termination

On termination of your Coach account, you may export all Coach Content and all data you control (including Client records, programs, and message history) within 30 days of termination, in a standard machine-readable format. After 30 days, Ziquecoach may delete that data, except for records we are legally required to retain.

Your Clients will be notified that you are no longer using Ziquecoach and offered the choice to export their own data, delete their account, or — at the Client's option and subject to availability — transfer to another Coach on the platform.

9. Coach Indemnifies Ziquecoach

You agree to defend, indemnify, and hold harmless Ziquecoach, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any claim, demand, suit, proceeding, loss, damage, liability, fine, penalty, cost, or expense (including reasonable attorneys' fees) brought by any third party arising out of or relating to:

1. any coaching, training, nutrition, programming, advice, or other service you provide to any Client through or in connection with Ziquecoach, and any claim by a Client about results, injury, illness, death, refunds, or quality of service;
2. any eating-disorder, mental-health, or dietary-restriction harm arising from your programming;
3. your misrepresentation of credentials, certifications, or results;
4. any infringement of intellectual-property rights by content you upload (including copyrighted exercise demonstrations, music, photos, or videos);
5. any breach by you of GDPR, CCPA, or any other data-protection law;
6. any tax, regulatory, or licensing violation by you;
7. any chargeback, dispute, or refund obligation arising from your Stripe Connect account;
8. any defamatory or harassing content you post or send through Ziquecoach;
9. your violation of this Agreement or any applicable law;
10. your violation of any third party's rights;
11. any claim, regulatory action, or proceeding arising from your violation of Section 4 (Scope of Practice), including claims of unlicensed practice of medicine, nutrition, psychology, or physiotherapy, and any harm to a Client resulting from advice given outside your scope.

Ziquecoach may, at its option, take over the defense of any matter you are required to indemnify, and you will cooperate. You may not settle any matter without our prior written consent if it imposes any obligation on Ziquecoach.

10. Mental Health and Disordered-Eating Safeguards

You must work only within your scope of practice. You may not knowingly design or deliver protocols (including caloric restriction, fasting protocols, supplement protocols, or weight-loss programs) for any Client who has disclosed, or who you reasonably suspect has, an active eating disorder, disordered eating pattern, or significant unintentional weight change — without the Client first being assessed and cleared by a qualified clinician (registered dietitian, physician, or mental-health professional).

Ziquecoach reserves the right to flag, remove, or restrict content or programs that promote extreme caloric restriction, rapid weight loss in ways inconsistent with mainstream clinical guidance, body-shaming, or other content that creates a risk of harm.

11. Suspension and Termination for Misconduct

Ziquecoach takes Coach misconduct seriously. If we receive a credible report — or otherwise become aware — that you have engaged in any of the following, we may, in our sole discretion and without prior notice, suspend your account, freeze any pending payouts to the extent permitted by law, retain message and transaction records as required by law or for investigation, and ultimately terminate your account:

• sexual misconduct, harassment, exploitation, or boundary-crossing toward any Client;
• any conduct involving a minor that is inappropriate or unlawful;
• practicing medicine, dietetics, physiotherapy, or psychotherapy without a license;
• prescribing or promoting performance-enhancing drugs;
• promoting eating-disordered behavior, extreme caloric restriction, or other unsafe protocols;
• misrepresenting credentials, certifications, results, or affiliations;
• off-platform solicitation in breach of this Agreement;
• fraud, money-laundering, or misuse of payment features;
• any conduct that creates legal, reputational, regulatory, or safety risk for Ziquecoach or its users.

Affected Clients will be notified that you are no longer on Ziquecoach and given access to download their own data and, where available, transfer to another Coach. Nothing in this section limits any victim's right to pursue claims directly against you, and where required by law we will cooperate with law enforcement.

12. Acceptance

By clicking "I agree" during onboarding, creating a Coach account, or charging any Client through Ziquecoach, you agree to this Coach Agreement, the Ziquecoach Terms of Service, the Privacy Policy, and the Data Processing Addendum, all of which are incorporated by reference.