Terms of Service — Mindlab Coaches

1. Agreement to these Terms

These Terms of Service (the "Terms") are a binding legal agreement between you and Emergent Mindlab, LLC ("Mindlab Coaches", "we", "us", "our"), the operator of mindlabcoaches.com and all related applications, APIs, content and services (collectively, the "Platform").

By creating an account, checking the acceptance boxes presented to you, browsing the Platform, booking a session, listing a coaching practice, or otherwise using the Platform, you confirm that you have read, understood and agree to be bound by these Terms and by every policy incorporated by reference into them, including the Privacy Policy, Cookie Policy, Acceptable Use Policy, Payments, Refunds and Cancellation Terms, and — where applicable to you — the Coach Services Agreement or Client Services Agreement.

If you do not agree, you must not use the Platform. If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

2. Eligibility

You must be at least 18 years old and legally capable of forming a binding contract in your jurisdiction. The Platform is not directed to children and we do not knowingly collect information from anyone under 18.

You may not use the Platform if you are barred from doing so under applicable law, if you appear on any government sanctions or denied-party list, or if your account has previously been suspended or terminated by us.

3. What Mindlab Coaches is — and is not

Mindlab Coaches is a neutral technology marketplace. We provide software that allows independent coaches ("Coaches") to publish profiles and offerings and allows clients ("Clients") to discover, message, schedule, and pay those Coaches.

We are not a party to any coaching engagement between a Coach and a Client.
We do not employ Coaches. Coaches are independent contractors and independent businesses, not agents, employees, partners or joint venturers of Mindlab Coaches.
We do not supervise, direct, control, license, endorse, certify or guarantee any Coach, any Coach's credentials, methods, availability, or the outcome of any session.
We do not provide medical, psychological, psychiatric, therapeutic, legal, tax, accounting, financial, or investment advice, and no Coach is providing such advice through the Platform unless they are independently licensed and separately contract with you to do so.

4. Accounts and security

You must provide accurate, complete and current information and keep it updated. You are solely responsible for all activity under your account and for maintaining the confidentiality of your credentials. Notify us immediately at legal@mindlabcoaches.com of any unauthorized use. We may suspend or terminate any account at any time, with or without notice, for any violation of these Terms or for conduct we reasonably believe creates risk or legal exposure for us, other users, or third parties.

5. Coach obligations

If you list a practice on the Platform, you represent and warrant on a continuing basis that:

You hold and will maintain every licence, registration, certification, permit, and insurance policy required for your services in every jurisdiction in which you operate.
All profile content, credentials, testimonials, rates, availability, and outcome claims you publish are truthful, substantiated, and not misleading.
You will deliver services with the degree of skill, care and professionalism expected of a competent practitioner in your field, and in compliance with all applicable laws, including consumer protection, advertising, health, privacy and data protection laws.
You are solely responsible for the classification, calculation, collection, reporting and remittance of all taxes arising from your earnings, including income tax, self-employment tax, VAT, GST and sales tax.
You will not solicit Clients introduced through the Platform to transact off-Platform in order to avoid fees during your engagement and for twelve (12) months after the last Platform-booked session with that Client.
You will honour your published cancellation window, refund terms, and any session package or series you sell.
You will keep Client information confidential and will not use it for any purpose other than delivering the services the Client engaged you for.

5A. Coach connections, teams and joint offerings

The Platform allows Coaches to form mutual connections, create or join named coaching teams, and publish joint offerings delivered by more than one Coach with an agreed revenue split. These features are collaboration tools only. They do not create a partnership, joint venture, agency, employment, or fiduciary relationship between Coaches, or between any Coach and us, and they do not make any Coach liable for another Coach's acts or omissions except as agreed between those Coaches.

Each Coach remains an independent professional and is solely responsible for the portion of any engagement that Coach delivers, including licensing, supervision, scope of practice, insurance, confidentiality, and tax obligations relating to that Coach's own share of revenue. We do not verify, arbitrate, or enforce any private agreement between collaborating Coaches.

Connections and team membership require mutual acceptance; either Coach may withdraw or leave at any time, and we may remove a connection, team, or joint offering at our discretion.
Revenue shares on a joint offering must total one hundred percent (100%) and may only be assigned to Coaches who have accepted membership of the relevant team. By saving a split, each collaborating Coach authorises us to allocate earnings and platform fees to the ledger accordingly.
You must not list a Coach as a collaborator who is not genuinely delivering part of the engagement, use a team or joint offering to circumvent licensing restrictions or subscription fees, or misrepresent to Clients who will attend or deliver a session.
The Coach who owns a joint booking is the point of contact for scheduling, the calendar hold, cancellation and refund decisions; the published cancellation window for that booking is that Coach's window.
Disputes between collaborating Coaches about a split, a referral, or the division of work are solely between those Coaches. We may, but are not required to, suspend an offering or hold payouts while such a dispute is unresolved.
Team names, marks and descriptions must not infringe third-party rights or imply certification, accreditation, endorsement, or supervision by us that does not exist.
Where a joint offering is published as a team event, a single booking places a calendar hold on every participating Coach for the same period; each participating Coach is responsible for honouring that hold or arranging cover.
Connection requests, team invitations and the publication of joint offerings are recorded in an approval activity log visible to the Coaches involved and to us. That log is a record of Platform actions only and is not evidence of any private agreement between Coaches.

5B. Referral links and attribution

Coaches may generate referral codes and links. Where a person first arrives through your link and subsequently registers, we may attribute that registration to you and credit qualifying purchases as conversions in your referral reporting. Attribution is a reporting feature; it does not by itself create any entitlement to a commission, fee, or payout except where we have separately published or agreed one in writing.

One attribution per referred person: the first valid code used wins, and attribution is not transferable or backdated. Coaches may not refer themselves or an account they control.
Attributed credit is provisional. Where the underlying payment is refunded, the related subscription is cancelled, or a payment is charged back or otherwise reversed, the corresponding conversion is reversed automatically and removed from your net totals.
Referral codes must not be used for spam, paid search on our marks, deceptive claims about the Platform or a Coach, cookie stuffing, incentivised sign-ups, or any other manipulation of attribution. We may void attributions, disable codes, withhold amounts, or suspend the account of any Coach who does so.
Referral reporting is provided as-is for informational purposes; we may correct, recalculate, or restate figures at any time, and our records are the authoritative record of attribution.

6. Client obligations

If you book or communicate with Coaches on the Platform, you agree that:

You are responsible for evaluating whether a Coach is suitable for you, and for verifying credentials that matter to you.
Coaching is not a substitute for medical or mental-health treatment. If you are experiencing a medical or psychiatric emergency, contact emergency services immediately.
You will attend booked sessions or cancel within the Coach's published cancellation window, and you accept that late cancellations and no-shows may be non-refundable.
Where you book a joint offering delivered by a coaching team, you are contracting with the participating Coaches for the services described, at a single published price, and the booking Coach's cancellation window and refund terms apply to the whole booking.
You will pay all fees due, will not initiate a chargeback in place of using the refund process in the Payments Terms, and will not use stolen or unauthorized payment instruments.
You will treat Coaches and staff respectfully and will not harass, threaten, defame, or discriminate against any user.

7. Subscriptions, fees and payments

Coaches pay a subscription fee for their Platform presence and, where applicable, a per-transaction service fee. Clients may subscribe to membership tiers that unlock messaging capacity, content library access, and session discounts. Current pricing is presented at checkout and is incorporated into these Terms by reference.

Payments are processed by third-party payment processors. Marketplace payouts to Coaches are made through connected payout accounts subject to the processor's own terms, identity verification, and holds. Full commercial terms — including escrow release, refunds, chargebacks, proration, renewal and dunning — are set out in the Payments, Refunds and Cancellation Terms.

8. Content, reviews and licence

You retain ownership of content you submit (profiles, bios, media, messages, reviews, resources). You grant us a worldwide, non-exclusive, royalty-free, sublicensable, transferable licence to host, store, reproduce, adapt for formatting, publish, publicly display and distribute that content solely to operate, market and improve the Platform. This licence survives termination for content that other users have legitimately retained or that we must keep for legal or archival reasons.

Reviews must reflect genuine first-hand experience. Buying, selling, incentivising, retaliating against, or fabricating reviews is prohibited. Coaches may control the visibility of reviews on their own profile where the Platform provides that setting; visibility controls do not permit deception, and we may override them where we determine that hiding a review would materially mislead consumers.

We may remove, moderate, refuse to display, or restrict any content at our sole discretion, without liability, including content that we believe is unlawful, infringing, deceptive, harmful, or in breach of the Acceptable Use Policy.

9. Intellectual property

The Platform, the Mindlab Coaches and Emergent Mindlab names, logos, marks, design system, software, and all associated intellectual property are owned by Emergent Mindlab, LLC or its licensors and are protected by copyright, trademark and other laws. Except for the limited, revocable, non-exclusive, non-transferable right to access and use the Platform in accordance with these Terms, no rights are granted to you. You may not copy, scrape, frame, reverse engineer, decompile, create derivative works from, or use automated means to extract data from the Platform without our prior written permission.

10. Third-party services

The Platform integrates with third-party services including payment processors, calendar providers (Google Calendar, Microsoft Outlook), video conferencing providers (Google Meet, Zoom), email delivery providers, and analytics providers. Your use of those services is governed by their own terms and privacy policies. We are not responsible for the availability, security, accuracy, or acts and omissions of any third-party service, and any calendar or meeting integration you authorize is enabled at your own election and risk.

11. Disclaimer of warranties

THE PLATFORM AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, TIMELY OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT ANY COACH OR CLIENT IS SUITABLE, QUALIFIED, TRUTHFUL OR SOLVENT, OR THAT ANY COACHING ENGAGEMENT WILL PRODUCE ANY PARTICULAR RESULT. NO ADVICE OBTAINED FROM US CREATES ANY WARRANTY NOT EXPRESSLY STATED HERE.

Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions the exclusions apply to the fullest extent permitted.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MINDLAB COACHES NOR ITS AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONTRACTORS, AGENTS OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITY, OR FOR PERSONAL INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR RELATED TO THE PLATFORM OR ANY COACHING ENGAGEMENT, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE PLATFORM IN ANY TWELVE-MONTH PERIOD WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO MINDLAB COACHES (EXCLUDING AMOUNTS PAID THROUGH TO COACHES) IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

These limitations are a fundamental basis of the bargain between us and apply even if a limited remedy fails of its essential purpose.

13. Indemnification

You agree to defend, indemnify and hold harmless Emergent Mindlab, LLC, its affiliates, and their respective officers, directors, members, employees, contractors and agents from and against any and all claims, demands, actions, investigations, damages, losses, liabilities, judgments, settlements, fines, penalties, costs and expenses (including reasonable attorneys' fees and expert costs) arising out of or related to:

your access to or use of the Platform;
any content you submit, publish, or transmit;
any coaching services you provide or receive, including any claim of malpractice, negligence, injury, harm, or failure to achieve a result;
your breach of these Terms or of any policy incorporated into them;
your violation of any law or of the rights of any third party, including intellectual property, privacy, publicity, or consumer-protection rights;
any tax obligation attributable to you; and
any dispute between you and another user.

14. Release between users

Because we are not a party to the engagement between Coaches and Clients, you release Mindlab Coaches and its affiliates from all claims, demands and damages of every kind, known or unknown, arising out of or connected with any dispute between you and another user. If you are a California resident, you waive California Civil Code §1542, which reads: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

15. Dispute resolution and arbitration

Please read this section carefully — it affects your legal rights.

We will first try to resolve any dispute informally. You agree to contact us at legal@mindlabcoaches.com and to negotiate in good faith for sixty (60) days before commencing any formal proceeding.

If informal resolution fails, any dispute arising out of or relating to these Terms or the Platform will be resolved by final and binding individual arbitration administered by a recognised arbitration provider under its consumer rules, seated in Texas, before a single arbitrator, in English. Judgment on the award may be entered in any court of competent jurisdiction.

CLASS ACTION WAIVER: ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY. YOU AND WE WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION, AND WAIVE ANY RIGHT TO A JURY TRIAL. If the class action waiver is found unenforceable as to a claim, that claim will proceed in court and all other claims remain in arbitration.

You may opt out of arbitration by sending written notice to legal@mindlabcoaches.com within thirty (30) days of first accepting these Terms. Either party may bring an individual claim in small-claims court, and either party may seek injunctive relief in court to protect intellectual property.

16. Governing law and venue

These Terms are governed by the laws of the State of Texas, United States, without regard to conflict-of-laws principles. Subject to the arbitration provision, the state and federal courts located in Texas have exclusive jurisdiction, and you consent to personal jurisdiction and venue there.

17. Suspension, termination and survival

You may stop using the Platform at any time and may close your account from your dashboard. We may suspend or terminate access immediately for breach, risk, fraud, legal requirement, or discontinuation of the service. On termination your right to use the Platform ends; sections on content licence, intellectual property, disclaimers, limitation of liability, indemnification, release, dispute resolution, and any provision that by its nature should survive, survive termination.

18. Changes to these Terms

We may modify these Terms. If we make a material change, we will publish the updated version with a new version identifier and effective date and will ask you to accept it once. Continued use after the effective date constitutes acceptance. Once you have accepted a version, you will not be asked about that version again.

19. General

These Terms, together with the policies incorporated by reference, are the entire agreement between you and us. If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary and the remainder stays in force. Our failure to enforce a provision is not a waiver. You may not assign these Terms; we may assign them to an affiliate or in connection with a merger, acquisition or sale of assets. Notices to you may be sent to your account email; notices to us go to legal@mindlabcoaches.com. Nothing in these Terms creates any third-party beneficiary right except in favour of our affiliates and indemnified parties.