Coach Membership Agreement

This Coaching Agreement (this “Agreement”) is by and between Heck Yeah, a simplified joint stock Company (the “Company”) and you (“Coach”).

1. Definitions: “Application” means the mobile or web application set up by the Company and made available as part of the Services;



   “Account” means the Coach’s user account on the Application;

   “Client” means any natural person who uses the Services via the Application and/or the Website in France for the purpose of connecting him/her with a Coach;
   
”Services” means your access or use from any country in the world of the Application, the Website, content, products and services made available by the Company;

2. Coaching Relationship. During the term of this Agreement, the Coach will provide online fitness courses and classes to enable Clients to learn a sport and will provide such other services as may be agreed between the Coach and the Company (the “Services”). The Coach shall endeavor to provide the Services in a manner that results in satisfactory results for the Clients.

3. Fees and Expenses. In consideration of the service provided by the Coach, the Company will pay for the service at the hourly rate and according to the negotiated and agreed upon schedule. It is reminded that each Coach has the power to freely set his or her hourly rate and the price scale. The Coach will not be authorized to incur any expenses on behalf of the Company and will be responsible for all expenses incurred in the provision of services, unless otherwise agreed in writing by the President/CEO of the Company.
4. Term and Termination. The Coach will perform services for the Company’s Clients for the schedule made available by the Company on its website, or in the Application, and selected by the Coach; however, either party may terminate this agreement at any time. In the event of such termination, the Coach shall be paid for any part of the services that have been performed prior to the termination. If either party is in breach of this agreement or is in material breach of any of its obligations under this agreement, the party in breach may terminate this agreement immediately if the party in breach does not remedy the breach within 5 business days after receiving written notice from the party in breach.
5. Independent Contractor. The Coach’s relationship with the Company is that of an independent contractor who provides a service at a rate negotiated by the Coach. The Coach hereby certifies that he or she is in good standing with the tax laws of his or her country and that he or she has independent status. The Coach shall not be entitled to any social benefits, and the Company shall not pay any social or employer contributions or any tax on the payment collected by the Coach. The Coach shall not have the power to enter into contracts that bind the Company or create obligations on the part of the Company without the prior written authorization of the Company. The Coach shall be solely responsible for determining the method, details and means of performing the services.
6. Consulting or other services for Competitors. The Coach represents and warrants that the Coach is not subject to any non-competition clause that may affect this contractual relationship during the term of the agreement.
7. Proprietary Information and Confidentiality. Coach agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. Coach agrees that he or she will not disclose any Proprietary Information to any person or entity other than employees or advisors of the Company or use the same for any purposes (other than in the performance of Coach’s Services) without written approval by the Company’s Director/CEO, unless and until such Proprietary Information has become public knowledge without Coach’s fault. Coach also agrees that any materials containing Proprietary Information which shall come into Coach’s custody or possession shall be and are the exclusive property of the Company to be used only in the performance of Coach’s duties for the Company. All such materials or copies thereof and all tangible property of the Company in Coach’s custody or possession shall be delivered to the Company upon the earlier of (i) the Company’s request or (ii) termination of Coach’s Services. After such delivery, Coach shall not retain any such materials or copies thereof or any such tangible property. Coach further agrees that his or her obligations not to disclose or to use Proprietary Information and materials containing Proprietary Information and to return materials and tangible property also extend to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to Coach or the Company.

8. Absence of conflict. The Coach represents and warrants that the Coach is not subject to any pre-existing obligations that conflict or contradict the provisions of this Agreement. The Coach represents and warrants that the Coach’s performance of all the terms of this Agreement will not violate any confidentiality agreement with respect to any proprietary information acquired by the Coach in confidence or trust prior to the commencement of this Agreement. The Coach warrants that the Coach has the right to disclose and/or use all ideas, processes, techniques and other information, if any, obtained by the Coach from third parties which the Coach discloses to the Company or uses in the performance of this Agreement, without liability to such third parties. The Coach represents and warrants that the Coach has not granted and will not grant any rights or licenses to any intellectual property or technology that would conflict with the Coach’s obligations under this Agreement. The Coach shall not knowingly infringe any copyright, patent, trade secret or other proprietary right of any former client, employer or third party in the performance of the Services.
9. Mode of Communications. The Company may, in its sole discretion, decide to deliver any documents related to this Agreement by electronic means. Coach hereby consents to receive such documents by electronic delivery. To the extent Coach has been provided with any documents relating to the subject matter of this Agreement in a language other than English, the English language documents will prevail in case of any ambiguities or divergences as a result of translation.
10. Data Protection. Coach hereby gives explicit consent to the Company and its affiliates to collect and process (electronically or otherwise) personal data, including sensitive and financial data, about himself or herself necessary to administer this Agreement. Such data may include, but is not limited to, Coach’s name, work authorization, government or tax identification number, date of birth, beneficiaries’ contact information, and compensation information. Coach also hereby gives explicit consent to the Company and its affiliates to transfer (electronically or otherwise) any such data outside the country in which Coach is living or employed (including to the Republic of Ireland), as well as to third-party providers (in Coach’s home country or the Republic of Ireland or other countries) of legal, tax, benefits, administration or other services to the Company, its affiliates, or employees. The legal person for whom such personal data is intended to be used is the Company and/or its affiliates. Coach further understands that the Company and/or its affiliates may report information regarding Coach and/or this Agreement to tax authorities or other governmental agencies as may be required to comply with applicable laws.
11. Miscellaneous. Any term or condition of this Agreement may be modified or waived only with the written consent of the Corporation. This Agreement and the Confidential Information Agreement constitute the sole agreement of the parties and supersede all prior or contemporaneous oral negotiations and writings relating to the subject matter hereof. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered by hand or by registered mail or sent by e-mail or fax (upon customary confirmation of receipt). This Agreement shall be governed by the laws of France (excluding its conflict of law provisions). The invalidity or unenforceability of one or more provisions of this agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.