Service Agreement

This Service Agreement (“Agreement”) sets forth the general terms and conditions under which CoachbBot AI GmbH, Mühlenstraße 8a, 14167 Berlin, Germany (“CoachBot”) will provide services to the client identified in the applicable Order Form (“Client”; CoachBot and Client, each referred to as “Party” and together “Parties”). Each Order Form incorporates these Terms by reference and forms an integral part of the binding agreement between the Parties. In the event of any conflict between this Agreement and the Order Form, the Order Form shall prevail solely with respect to the specific terms stated therein. Any general terms and conditions of the Client are hereby excluded.

CoachBot has developed an AI studio designed to support coaches in creating AI Coaches and delivering them to their clients (the “CoachBot Studio”) or utilize the CoachBot Studio to create AI Coaches for their employees.

Client is using the CoachBot Studio and the AI Coach in the exercise of their trade, business or profession.

Now, therefore, the Parties agree to the following terms and conditions:

1. Definitions

1. Coachbot Services

   1. CoachBot Services. CoachBot provides digital products as for instance thethe CoachBot Studio, a platform enabling AI-powered coaching & learning. Furthermore, CoachBot provides service as for instance (prompt) engineering. Through the CoachBot Studio, the Client can create a personalized AI-powered coaching assistant to support Coaching Services, administrative tasks, analytics, and day-to-day Client interactions, the AI Coach. The features of the CoachBot Studio and (prompt) engineerin servicesAI Coach are detailed in Annex 1, which is an integral part of this Agreement. Together, the CoachBot Studio and the (prompt) engineering servicesAI Coach are referred to as the “CoachBot Services”.

   2. Website. The CoachBot Studio is accessible via the website www.studio.coachbot.ai and related subdomains (the “Website”). ****Clients or their employed Coaches can integrate the AI Coach into their practice to enhance and optimize their human coaching sessions. ****To use the CoachBot Services, the Client, its UsersCoaches, if any, and End-usersClients must register on the Website.

   3. CoachBot Studio. CoachBot provides access to the CoachBot Studio as a software-as-a-service ("SaaS") platform, which may include third-party and open source software components. The Website and CoachBot Studio main features and functionalities are outlined in Annex 1.

   4. AI SystemCoach. Client may use the AI SystemCoach within the CoachBot Studio to createconduct AI-powered coaching sessions and learning systems and managemange relatedcoaching workflows. The Client can integrate and manage their AI SystemCoach within the Client’s business to enhance Client or EmployeeCoaching sServices and Client or Employ engagement. The AI SystemCoach can be customized and shared viaon the CoachBot Studio on CoachBot’s proprietary SaaS platform coachbot.ai, deployed internally by the Client via custom integrations, or white-labeled (subject to the Client’s subscription plan). The Client may download the AI System’s accessible promptingCoach and associated data at any time, as permitted under this Agreement.

2. Registration on CoachBot Studio

   1. The use of the CoachBot Services requires the Client or its usersemployed Coaches to complete the registration and onboarding process.

   2. Each Coach will receive an invitation link to create their own account on the Website. Upon registration, each Coach will have access to a personal profile, which can be used to log in and introduce themselves.

   3. Coaches must determine for themselves - if necessary, by obtaining legal advice - whether they are legally required to provide an imprint in their user profile. If so, Coaches must enter the necessary mandatory information in the "Who I am" field, mark it as "Imprint" and ensure it remains available for as long as the legal obligation applies.

   4. Registration is subject to confirmation by CoachBot, which reserves the right to reject the registration for valid reasons, including but not limited to insufficient experience or failure to meet the professional conduct.

   5. While any user may register for and subscribe to the CoachBot Studio, only Coaches holding a valid and current Coaching Certification are eligible to publish their AI Coach to CoachBot Studio. CoachBot reserves the right to request proof of Coach Certification before enabling the CoachBot Studio publishing features.

   6. Confirmation or rejection of the registration will be communicated within fifteen (15) Business Days following receipt of the registration.

3. CoachBot Studio Availability

   1. The CoachBot Studio is hosted on a server infrastructure licensed by CoachBot and made available for use at the router exit of the data center where the server is located ("Delivery Point") for use in accordance with the below described Availability. CoachBot sends the Client access information and instructions needed to use CoachBot Studio.

   2. The Client is responsible for the internet connection between the Client and the data center as well as for the necessary hardware and software (PC, network connection, etc.) to use the CoachBot Studio and the AI Coach.

   3. CoachBot Studio is offered subject to Availability. The average availability is 98.5% on a monthly average (“Availability”). Decisive is the Availability at the Delivery Point. Not included in the calculation of Availability are (i) regular maintenance windows, which will be announced upfront, (ii) periods of unavailability due to mandatory unscheduled maintenance work necessary to eliminate malfunctions not caused by CoachBot, (iii) periods of unavailability due to circumstances beyond CoachBot's control, in particular force majeure. Scheduled maintenance work announced in advance by CoachBot, which may result in a temporary interruption of CoachBot Studio's availability, will, as far as possible, be carried out during periods when, according to usage statistics, the lowest activity from Client on the platform is expected.

4. Coaching Services by Client

   1. The Client will provide AI Coaching Services to its customers through CoachBot Studio. CoachBot is not a party to the contractual agreement between the Coach and its customers. The contractual agreement between the Coach and its customers must not contradict the terms of this Agreement.

   2. The Client will be required to ensure that every Coach providing Coaching Services on CoachBot Studio is a trained and experienced professional Coach, holding a PCC or a similarly recognized professional certification.

   3. The Client accepts full responsibility for the performance and delivery of the Coaching Services. If Coaches choose to conduct or deliver video coaching sessions through the CoachBot Studio, it will require a suitable digital end device equipped with a web browser, microphone, webcam and a stable internet connection with an adequate transmission rate. It is the Client’s responsibility to ensure that these technical requirements are met. Coaches choosing to record or transcribe sessions (e.g., for quality assurance or note-taking purposes), may submit such recordings to CoachBot provided that all applicable legal requirements regarding consent are fulfilled.

   4. The Client shall ensure that customers are clearly informed that interactions with the AI Coach constitute interactions with an artificial intelligence system and not with a human. Such disclosure must be made in a prominent and understandable manner prior to or at the beginning of the interaction.

   5. The Client understands and agrees that the CoachBot Services are intended to provide AI coaching to individuals over the age of 18. CoachBot Services are not intended to replace or serve as a substitute for professional services in regulated professions. Specifically, the CoachBot Services:

5. must not be used to offer AI-based coaching to individuals under the age of 18, or under the applicable age of majority in their country of residence.

6. are not suitable for addressing mental health needs or providing clinical diagnoses that require in-person intervention.

8. must not to be used to provide advice on medical treatments or prescriptions.

9. are not designed for emergency response or crisis intervention of any kind.

10. are not intended for issuing legal or official documents (e.g., for court-ordered therapy or emotional support animal certification).

11. may not be used to offer therapy services or act as a healthcare provider, legal advisor, financial consultant, or any other role requiring a licensed professional.

12. are not to be used for evaluating learning outcomes, assessing educational attainment, or supporting decisions that affect access to education or qualifications.

13. must not be used to evaluate or analyze job applications, make hiring decisions, or support decisions affecting employment conditions.

14. must not be used for any decision-making process that produces legal or similarly significant effects on individuals without prior review and validation by a qualified professional.

15. may not be used for any purpose listed in Annex III of the EU AI Act, unless the use is strictly preparatory and not itself part of the high-risk processing purpose.

All outputs or recommendations generated by the AI Coach are provided for informational purposes only and remain the sole responsibility of the Client. The Client shall ensure that all users are clearly informed that any suggestions or guidance provided by the AI Coach must be reviewed and validated by a qualified human before any action is taken based on such recommendations.

1. The Coaching Services are not intended to be reimbursable or covered by insurance of government rebate (in whole or in part) and therefore, the Client agrees not make representations in this regard.

2. CoachBot may request Client feedback on the Coaching Services to assess satisfaction levels with the Coaching Services, the CoachBot Studio and the AI Coach. CoachBot may also request Feedback on the respective Coaching Session from the Coaches. All registered Coaches are encouraged to provide such Feedback to support continuous quality improvements. The Client or its employed Coaches is required to submit quarterly Feedback through designated input forms provided by CoachBot. CoachBot will utilize Client Satisfaction (CSAT) scores as a key metric to evaluate the performance of individual Coaches, and may share these scores with Clients.

3. By accepting this Agreement, the Client acknowledges and agrees to adhere to the ICF Code of Ethics as outlined in Annex 3. The Client is further responsible for ensuring that all employed Coaches are provided with a copy of the ICF Code of Ethics and that they adhere to its principles in their professional conduct.

4. granting of rights

   1. Subject to Client’s compliance with this Agreement and upon Client’s registration on CoachBot Studio and confirmation as Coach by CoachBot, CoachBot grants Client a non-exclusive, non-transferable and non­sublicensable right to access and use CoachBot Studio and the AI Coach in its latest available version. With regard to the AI Coach, CoachBot grants Client the right to transfer and sublicense the rights to access and use the AI Coach. The Client may use the CoachBot Studio and the AI Coach solely for the purpose specified in this Agreement, namely the provision of Coaching Services (see Section 5 of this Agreement).

   2. The granted license is generally worldwide, except where restricted by applicable export control regulations (see Section 13). Client is responsible for ensuring compliance with such laws.

   3. The right to use the CoachBot Studio is limited to the Subscription Period as specified in Annex 2, and automatically terminates upon expiration of the Subscription Period or in case of termination by cause upon the end of this Agreement. The right to use the AI Coach created by Client or its employed Coaches is granted indefinitely regardless of the termination of the Agreement or expiration of the Subscription Period.

   4. Client may access and use any content, information and related materials that may be made available through the Website or CoachBot Studio, however, in each case solely for personal, non-commercial use.

   5. The Website or CoachBot Studio may contain other content, or services provided by third parties ("Third-Party Content"), including links to external website or advertisements. CoachBot does not create, control, or assume responsibility for any such Third-Party Content, including but not limited to related AI Coaches, services, terms, or policies. CoachBot is not liable for any damage or losses resulting from the use of Third-Party Content.

5. Intellectual property

   1. The CoachBot Studio, any CoachBot-labelled AI Coach, the Website and all related applications and all associated rights, title, and interest, including intellectual property rights therein (collectively "CoachBot IP"), are owned by and remain with CoachBot or its licensors. This Agreement does not grant the Client any ownership rights in the CoachBot IP or any part thereof, unless expressly stipulated otherwise in this Agreement. In particular, the Client has no rights to access or use the source code of the CoachBot Studio.

   2. Subject to the full payment of the agreed Fees, the Client will become owner of their own developed AI Coach. Any AI Coach created by CoachBot will be labelled accordingly and will remain under the ownership of CoachBot.

   3. CoachBot retains all rights in the CoachBot Studio and all CoachBot-labelled AI Coaches. The Client is granted only the limited rights expressly stated in Section 6 of this Agreement. The Client agrees not to:

• Copy, modify or use the CoachBot Services except as expressly permitted in this Agreement;

• Transfer, sell, distribute, sublicense, or otherwise make the CoachBot Services available to any third party except as expressly permitted;

• Circumvent technical measures for the protection of the CoachBot Services or allow or procure such circumvention through any means;

• Reverse engineer, decompile, disassemble or otherwise derive the source code of the CoachBot Studio or the AI Coach, unless the Client is expressly permitted by CoachBot or under applicable law.

1. Any unauthorized use of the CoachBot Services, as outlined in this Section 7.3 of this Agreement, constitutes a breach of contract.

2. "CoachBot", "coachbot.ai", and all related names, logos, AI Coach and service names, designs, and slogans ("CoachBot Marks") are trademarks of CoachBot, its Affiliates, or licensors. Client must not use CoachBot Marks without the prior written permission from CoachBot, except to identify the CoachBot Studio or the AI Coach in accordance with this Agreement. All other trademarks appearing on the CoachBot Studio and the Website belong to their respective owners.

3. The Client, or its employed Coaches, retains full ownership of all intellectual property related to their developed AI Coaches, including any custom scripts, training data, prompt engineering, model fine-tuning outputs, workflows, configurations, or user interface customizations created within the CoachBot Studio, excluding CoachBot IP (“Client Content”). CoachBot acts solely as a platform provider and does not claim ownership over the Client Content. CoachBot does not acquire any rights, title, or interest in the Client Content beyond what is expressly permitted under this Agreement.

4. The Client grants CoachBot a non-exclusive, royalty-free, worldwide license to use, reproduce, and make publicly available Client Content and any content uploaded by the Client to the CoachBot Studio to the extent necessary to fulfill the contractual obligations under this Agreement or to provide the AI Coach created.

5. The use of content generated by a Client’s AI Coach through the use of CoachBot Studio and CoachBot Services (“AI Content”) will not be restricted by CoachBot. However, if the AI Content is substantially created using third-party materials, content or rights, i.e. content not created by the Client, (e.g. in AI Coach instructions), its use may be subject to third-party rights that the Client must take into account. The Client is solely responsible for ensuring that its use of the AI Content does not infringe any rights of any third party.

6. To provide and improve CoachBot Services, Client grants CoachBot the right to analyse the Client Content and AI Content during the Term of this Agreement. CoachBot will use this information to maintain and enhance the CoachBot Services’ functionality, subject to any data protection regulations applicable.

7. Fees & payments

   1. Subscription. CoachBot will invoice the Fee upfront for each Subscription Period (“Subscription Fee”). Any usage exceeding the included subscription allowance will be billed based on a usage-based system (“Tokens”).

   2. Fees. Unless otherwise agreed, CoachBot’s Payment Conditions are determined by CoachBot’s Payment Conditions as outlined in Annex 2. Fees are settled in the Order Form.

   3. Payment terms. Prices are net and subject to the applicable statutory value-added tax. Fees shall be due and payable in the currency designated by the payment provider within the agreed payment period following receipt of the corresponding invoice issued by CoachBot, to the bank account specified therein, unless otherwise agreed. All Fees are non-refundable and must be paid in full, without any right of set-off, deduction, or chargeback.

   4. AI Coach Revenue. Clients shall receive payouts based on the net revenues generated from their respective AI Coach services. Payouts will be made on a [monthly/quarterly] basis, subject to confirmation, and within a maximum of three (3) months from the end of the month in which the relevant revenues were generated. The payout amount will be calculated after deducting all applicable usage-based fees and the agreed revenue share percentage as per Annex 2, as outlined in the Order Form. All payouts shall be made in the agreed currency to the bank account provided by the Coach. Any applicable taxes, levies, or duties shall be the sole responsibility of the Client, unless otherwise required by law.

   5. Invoicing. Unless otherwise agreed, Subscription Fees and any additional usage-based fees will be charged automatically via the designated payment provider (e.g. Stripe) and are due immediately upon transaction. For clients under invoice-based billing (if applicable), objections to the billing of CoachBot Services must be raised in text form to the address indicated on the invoice within four (4) weeks of receipt; otherwise, the invoice shall be deemed accepted. Client must provide complete and accurate billing and contact information and promptly update CoachBot or the respective payment provider with any changes to this information.

   6. Payment methods. To maintain access to CoachBot Studio, each Client must have at least one valid payment method linked to their account. Accepted payment options may include credit cards, bank transfers, or any alternative methods approved by CoachBot. By submitting your payment details, you authorize CoachBot to perform pre-authorizations, process your financial data, and charge your account for any due balances under this Agreement. You confirm that you are legally entitled to provide and use the selected payment method, and that doing so does not breach any applicable law or third-party terms. Client is responsible for any charges assessed by its bank or payment provider.

   7. Payment providers. In order to comply with the legal requirements CoachBot may utilize third-party providers to handle payment transactions, including but not limited to payouts to third parties. Payments facilitated via CoachBot Studio are subject to the terms of the respective payment provider, and users may be required to enter into separate agreements with them. CoachBot bears no responsibility for the performance, delays, or errors related to these external services. Clients are responsible for keeping their payment information up to date.

   8. Default. In the event of payment default, CoachBot may send a payment reminder request via email, call, in writing or through a third party collection agency at the Client’s expense. In addition to any legally applicable default interest or other claims, CoachBot is entitled to

8. temporarily suspend any purchased CoachBot Services with immediate effect until Client makes payment in full. In case of suspension, CoachBot will notify the Client of such suspension in advance. A suspension shall not affect Client’s obligation to pay Fees. Upon full payment, CoachBot Services shall be reinstated without undue delay;

9. extraordinarily terminate this Agreement without notice if Client is in default of payment without cure within the cure period given by CoachBot in the payment reminded.

10. Representations & warranties

    1. During the Subscription Period, CoachBot shall provide and maintain the CoachBot Services in a condition suitable for its use under this Agreement, in accordance with the functionalities set forth in Annex 1 outlining the CoachBot Studio and AI Coach Features. The maintenance obligation does not include adapting the CoachBot Services to changed conditions of use and technical and functional developments, such as changes to the IT environment, the hardware or the operating system, the functional scope of competing AI CoachesCoachs or compatibility with new data formats.

    2. Data communication via Internet or WLAN cannot be guaranteed to be completely secure, error-free and/or available at all times. CoachBot is not responsible for establishing an Internet or network connection and therefore, does not guarantee the continuous availability of CoachBot Services. CoachBot does not guarantee the Services will function with all third-party plugins, components, web browsers, or web hosts.

    3. Unless expressly agreed otherwise in writing (including in this Agreement), the CoachBot Services are provided "AS IS". CoachBot does not provide any express or implied warranties, including any specific performance, error-free, quality or durability warranties. Technical data, specifications and performance data in public statements, including in advertising material, do not constitute quality specifications.

    4. CoachBot operates merely as a facilitator of matches between Coaches and Clients, and does not guarantee the generation of a minimum number of leads or the successful completion of any match. CoachBot makes no representations or warranties, express or implied, regarding the quality, suitability, or outcomes of the leads or matches facilitated through the CoachBot platform. Furthermore, CoachBot shall not be held liable for the availability, actions, or inactions of Clients, nor for any engagement or transaction that may or may not arise as a result of the use of the Website or CoachBot Studio.

11. Liability; Indemnification

    1. CoachBot shall be liable for damages in accordance with the statutory provisions and without limitation, subject to the applicable statutory limitation periods, in the following cases:

12. where CoachBot has caused the damage intentionally or through gross negligence,

13. in cases of personal injury, including injury to life, limb, or health for which CoachBot is responsible,

14. where CoachBot has provided an express guarantee; and

15. where claims arise against CoachBot under the German Product Liability Act.

16. Subject to Section 10.1 above, in the event of a slightly negligent breach of a contractual obligation, the fulfilment of which makes the proper execution of the contract possible in the first place, the breach of which endangers the achievement of the purpose of the contract and the observance of which the Client may regularly rely on (essential obligation), the liability of CoachBot is limited to the amount of the foreseeable damage typical for the contract; any further liability of CoachBot is excluded.

17. Neither Party will be liable to the other Party for any delay, or failure to perform which is due to fire, flood, lockout, transportation delay, epidemic, war, acts of God, governmental rule or order, strikes or other labor difficulties (other than with respect to a Party’s own employees), or other causes beyond its reasonable control. However, in such event, both Parties will resume performance promptly after the cause of such delay has been removed.

18. Any limitations and/or restrictions of CoachBot’s liability also apply to the personal liability of its legal representatives, officers, employees, assistants in performance and agents.

19. The Client agrees to indemnify, defend, and hold harmless CoachBot, its affiliates, and its respective directors, officers, employees, agents, successors, licensors and assigns from any third-party claims, lawsuits, or proceedings, including damages, court costs, and reasonable attorney fees, arising out of or relating to the Client’s use of the CoachBot Services, any AI Content and Client Content and use thereof, the Client’s violation of the terms of this Agreement or the Client’s violation of any third-party rights, unless the Client is not at fault for the violation.

20. Confidentiality

    1. The Client undertakes to treat Confidential Information as confidential from the time it becomes known and for an unlimited period thereafter. In particular, the Client agrees not to disclose, make accessible, or utilize Confidential Information without CoachBot’s prior written consent. The Client shall apply the same level of protection to Confidential Information as it applies to its own confidential information and shall use the Confidential Information solely for the purposes of fulfilling this Agreement and the Coaching Services.

    2. The obligation of confidentiality set forth above shall not apply to Confidential Information that:

21. was already evident or known to the Client at the time of disclosure;

22. becomes evident or publicly known after disclosure by CoachBot, provided such disclosure is not attributable to any breach of this Agreement by the Client;

23. is lawfully disclosed to the Client by a third party without any restriction as to confidentiality or use, and without violation of any legal or contractual obligation;

24. is independently developed by the Client without reference to or use of the Confidential Information;

25. is required to be disclosed by law, regulation, court order, or official directive; or

26. is permitted to be used or disclosed under mandatory statutory provisions or within the scope of this Agreement.

27. The burden of proof for demonstrating the applicability of any of the above exceptions lies with the Client.

28. The Client agrees to immediately notify CoachBot in writing, of any required or lawful disclosure of Confidential Information, as mandated by law or competent authorities, and shall reasonably assists CoachBot in challenging or limiting the scope of the disclosure.

29. The Client shall ensure, through binding agreements with employees, agents, or third parties involved in performing its obligations under this Agreement, that such individuals or entities do not disclose, exploit, or improperly record any Confidential Information.

30. All Confidential Information shall at all times remain the property of CoachBot. Upon CoachBot’s written request, the Client shall promptly return all Confidential Information, including any copies, to CoachBot or, at CoachBot’s discretion, destroy such Confidential Information within thirty (30) days. The Client shall confirm such destruction in text form upon request.

31. The Client undertakes to pay a contractual penalty for each case of culpable breach of the confidentiality obligations specified in Section 11.1. The amount of the contractual penalty is determined by CoachBot at its reasonable discretion and is subject to review by the competent court in the event of a dispute. The CoachBot's right to claim further damages remains unaffected. In that case, a paid penalty will be subtracted from any further damages.

32. Any statutory obligations of the Parties to maintain secrecy that go beyond Section 11.1 shall remain unaffected.

33. Data and Security

    1. Privacy. Both Parties commit to processing personal data solely in a manner – and to the extent – necessary for the performance of this Agreement and in compliance with applicable data protection laws, including the EU General Data Protection Regulation (GDPR) (“Data Protection Law”).

    2. Data Exchange. The Parties may exchange data, including personal data, such as first names, last names, e-mail addresses and phone numbers related to their respective Clients (“Client Data”). The Parties will treat this Client Data as Confidential Information.

    3. AI Model Training and Feedback. CoachBot does not train AI models on any personal data, user conversations, or private information, unless the data subject has given their consent. The AI Coach is continuously improved through Client’s Feedback and coaching session insights. For this reason, CoachBot encourages all Coaches to use a GDPR-compliant transcription application for note-taking and share transcripts with CoachBot for training purposes. CoachBot may, at its discretion, enable the use of compliant third-party tools to facilitate session transcription and note-taking. CoachBot will assist in selecting and installing such applications. Client is responsible to obtaining explicit consent from the Client before using the transcription application. However, CoachBot will implement appropriate consent management procedures, allowing participants to review, object to, or request corrections to the data or transcripts prior to any processing or storage. By subscribing to CoachBot Services, the Client expressly consents to CoachBot using any Feedback provided by the Client or employed Coaches regarding the CoachBot Studio or AI Coach. Collected data and Feedback will be stored in CoachBot’s database and used solely for training, insights, and analytics.

    4. Use of Feedback. CoachBot is free to use the Feedback irrevocably, in perpetuity and for any purpose with respect to the CoachBot Studio and/or the AI Coach without any obligation to compensate the Client or its Coaches.

    5. Data Controller Responsibilities. Each Parties acts as an independent and separate data controller for its own Client Data and any Client Data received from the other Party. Each Party is individually responsible and liable for:

34. Ensuring a valid legal basis for sharing and processing Client Data.

35. Informing data subjects via a privacy policy about how their personal data is shared and processed.

36. Complying with all obligations under Data Protection Law.

If either Party becomes a data processor for the other, the Parties will enter into a Data Processing Agreement (DPA) in compliance with GDPR.

1. Data Access and Portability. The Client may download their AI Coach and all associated data at any time using the platform’s designated export functions. CoachBot does not guarantee the availability of data beyond the Subscription Period, and it is the Client’s responsibility to secure and store their data accordingly. The Client has the right to permanently delete their profile and AI Coach, which will result in the erasure of all stored data. Once deleted, this data cannot be recovered. However, CoachBot reserves the right to retain certain data where legally required.

2. Export Control

   1. For the purposes of this Section 13 (Export Control) the following definitions shall apply:

“Export Control Law” means all applicable export control laws, regulations, orders or decisions of any government agency or court, such as national, international, EU, and U.S. export control laws, embargoes, sanctions, or other restrictions, affecting any business or transaction such as export, import, supply, provision or receiving of services, including but not limited to services provided by Client to third parties, or technical support, investments, or payments between CoachBot and the Client or any third party. An Export Control Law is only applicable insofar as compliance with this law does not result in a violation of Section 7 of the German Foreign Trade Ordinance (Außenwirtschaftsverordnung), EU Council Regulation (EC) No 2271/96 of 22 November 1996, or any other German or EU anti-boycott law.

“Sanctioned Person” means any natural or legal person, entity or body with which the conduct of any business or transaction is restricted or prohibited by Export Control Law.

1. Client warrants to comply with Export Control Law in all respects as regards the performance of this Agreement. Client confirms that the Services and any related technology will not be used directly or indirectly for any purpose or in any way which contravenes Export Control Law.

2. Client confirms that it is not a Sanctioned Person. The Client must immediately inform CoachBot if it becomes a Sanctioned Person.

3. CoachBot has the right to terminate the Agreement at any time if the Export Control Law precludes the performance of the Agreement.

4. References

CoachBot is entitled to use the Client’s company name and logo for reference purposes on the website and in marketing as well as to name the Client in customer discussions. Any further use requires the prior consent of the Client. The permission according to sentence 1 can be withdrawn in writing in part or in its entirety at any time and without stating reasons. In such a case, CoachBot is entitled to use up print material already produced.

1. Term and Termination

   1. The Agreement will commence on the Effective Date, with an initial term of twelve (12) months (“Initial Term”). Following the Initial Term, the Agreement will automatically renew for successive twelve (12) months periods (“Renewal Term”) unless either Party terminates the Agreement in writing at least thirty (30) days before the end of the Initial Term or any Renewal Term. All references to the “Subscription Period” refer to the Initial Term and any subsequent Renewal Term.

   2. The right to terminate for convenience is excluded during the Subscription Period. The right to terminate for cause remains unaffected.

   3. CoachBot reserves the right to terminate this Agreement with immediate effect if

2. the Client fails to remedy a payment breach as outlined in Section 8.4 of this Agreement, or

3. the Client misuses the CoachBot Studio for purposes other than those agreed upon.

4. CoachBot reserves the right to terminate the Agreement or remove Coaches from the CoachBot Studio with a notice period of thirty (30) days’ notice if:

5. the Client fails to comply with the terms of this Agreement;

6. User reports or feedback indicate behavior or actions deemed inappropriate or misaligned with CoachBot’s values (CoachBot is not obligated to share such reports).

7. Either Party may immediately terminate this Agreement by written notice if:

8. a bankruptcy or debtor relief proceeding is initiated by or against the other Party;

9. the other Party is liquidated or dissolved, or attempts to do so;

10. the other Party assigns or attempts to assign this Agreement in violation of its terms; or

11. the other Party commits a material breach of the Agreement that is incurable by nature or is not remedied within thirty (30) days after receiving written notice.

12. Upon termination for cause, the Client shall pay for all CoachBot Services provided up to the termination date. CoachBot will refund any advance payments made for CoachBot Services not yet provided, on a pro-rata basis, without prejudice to either Party’s other statutory rights.

13. Upon termination of this Agreement:

14. all licenses granted by CoachBot will terminate immediately, unless stated differently in this Agreement or the Order Form, and Client must stop using the CoachBot Services;

15. Client will no longer have access to any data stored in the CoachBot Studio. It is the Client’s sole responsibility to export any data before the end of the Subscription Period using the CoachBot Studio’s features.

16. the Client may permanently delete its profile and/ or AI Coach, and may chose to erase all stored data. CoachBot reserves the right to store data if required by applicable laws.

17. Contractual relationship

    1. The Parties to this Agreement are independent contractors. Nothing in this Agreement shall create or be construed to create any association, Clientship, agency, joint venture or principal-contractor or employer-employee relationship between the Parties.

    2. The Client acknowledges its status as an independent provider and not an employee, agent, or representative of CoachBot. CoachBot’s role is limited to facilitating access to the AI-powered Coaching Services via the CoachBot Studio.

18. Final provisions

    1. Written Form. This Agreement may be amended only in written form requiring signature of both Parties. This also applies to the change of this written form requirement. Electronic signatures shall be considered original handwritten signatures and shall have the same legal force and effect as original signatures. Unless a signature is expressly required under this Agreement, all notices and communications required to be made "in writing” may be delivered in written form to the postal addresses provided during the registration process or in text form to the email addresses on record for each Party.

    2. Entire Agreement. Verbal collateral agreements have not been made. This Agreement and their Annexes comprise the entire agreement and supersede all prior agreements and representations between the Parties regarding the subject matter of this agreement.

    3. Severability. 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. Should any provision of this Agreement be or become ineffective, contain an inadmissible provision or a loophole, the legal effectiveness of the remaining provisions remains unaffected. The Parties undertake to replace the invalid provision with a valid provision that comes closest to the economic purpose of the invalid provision. The same applies in the event of a loophole.

    4. Counterclaims. The Client is only permitted to offset claims that are undisputed by CoachBot or have been legally established. Client may assert a right of retention only if the counterclaim arises from the same contractual relationship.

    5. Assignment. Neither Party shall make or purport to make any assignment, transfer or conveyance, in whole or in part, of its rights and obligations under this Agreement without the prior written consent of the other Party. Notwithstanding the aforesaid, CoachBot may assign any and all of its rights and obligations under this Agreement to any of its Affiliates or if CoachBot becomes the subject of merger or any other form of reorganization, consolidation, restructuring, or sale of substantially all of its assets, without prior written consent of the Client. Subject to the foregoing, the rights and benefits of the Parties under this Agreement shall accrue to, and run in favor of, each Party’s successors and assigns. However, in such an event, Client retains the right to terminate this Agreement with immediate effect.

    6. Choice of Law. German law shall apply exclusively to this Agreement with the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). As far as legally permissible, the exclusive place of jurisdiction for all disputes arising from and in connection with this Agreement is Berlin. Place of performance is the registered office of CoachBot.

    7. Execution of the Agreement. This Agreement, including any Order Form, amendments, or related documents, may be executed in counterparts, each of which when executed and delivered constitutes a duplicate original but together constitute one agreement. The agreement may be executed using electronic signatures. Transmission of an executed counterpart of this Agreement or the executed signature page of a counterpart of this Agreement by (a) email (in PDF, JPEG or other agreed format), or (b) a generally recognized electronic signature program, takes effect as delivery of an executed counterpart of this Agreement. No counterpart is effective until each Party has executed and delivered at least one counterpart.

ANNEX  1 – CoachBot Studio and AI Coach Features

Website:

1. A Coach profile to display personal and professional information.

2. Access to the profiles of other Coaches.

3. A personal online calendar that automatically logs coaching sessions.

4. Online scheduling for booking Coaching Services.

5. A messenger service between Coaches and Clients.

6. Access to public posts shared by Coaches on the Website.

7. Reports and statistics summarizing coaching sessions.

CoachBot Studio

1. Secure Transcription Services:

   • GDPR-compliant transcription of virtual meetings.

2. AI Coach Optimization:

   • Use insights from transcriptions to finetune agents for improved performance.

3. Voice and Avatar Cloning:

   • Create lifelike digital representations to enhance client engagement.

4. Automated Administrative Tasks:

   • Streamline operations by automating:

     • Meeting scheduling.

     • Email summaries from transcriptions.

     • Client check-ins and follow-ups.

5. Supervision and Feedback for Growth Experts:

   • Analyze transcriptions and agent interactions to provide insights and feedback to experts after each session.

   • Empower experts to refine their approach and continuously improve.

Optional Features:

1. User Feedback Integration:

   • Build tools to gather and analyze client feedback for further AI optimization.

2. Community Building:

   • Create forums or knowledge-sharing spaces for growth experts to exchange ideas and best practices.

3. Educational Resources:

   • Tutorials, webinars, and guides to help users maximize the platform's potential.

ANNEX 2 -  Payment Terms and Usage-based Billing

CoachBot offers optional billing models to accommodate different Client preferences and business needs for AI Coach deployments: Direct Billing and Marketplace Billing (including Revenue Share). Clients may select the model best suited to their customer engagement strategy. Parties agree on the billing method in the respective Order Form.

1. Direct Billing

Under the Direct Billing model, the Client pays CoachBot directly for end-user AI Coach usage:

a. Offer: CoachBot will provide the Client with a personalized offer via email, including a unique payment link. Acceptance of the offer constitutes agreement to the associated payment terms.

b. Payment Schedule:

• Upfront payment equivalent to two (2) months of projected usage.

• Thereafter, payments shall be made in monthly instalments unless otherwise agreed in the Order Form.

• Clients may opt to prepay for the full contract term in exchange for a discount, as specified in the offer.

2. Marketplace Billing

Under the Marketplace Billing model, the Client publishes their AI Coach on the Marketplace and sets the monthly subscription fee via the CoachBot Studio dashboard.

a. Subscription Fees and Payouts:

• Subscription fees apply as per the agreed offer.

• CoachBot processes end-user payments and issues payouts to the Client based on collected revenue, less applicable deductions.

b. Trial Periods and Cancellations:

• Clients may offer a 14-day free trial - During this period, users may cancel without charge.

• A minimum studio credit balance equivalent to 5 months of AI Coach usage (5 credits) must be maintained to fund up to 10 free trial users.

• Once the prepaid balance is depleted, new user onboarding will be paused until additional credits are topped up.

c. Usage Coverage:

• Credits may also be used to cover overages beyond included usage limits (e.g., in "unlimited" usage promotions).

• If usage exceeds 80% of the monthly allocation, CoachBot reserves the right to disable voice features (if enabled) and limit interactions to text.

• If usage exceeds 90%, CoachBot may switch to a lower-cost AI model, which may affect response quality. Clients will be notified accordingly.

d. Monitoring and Top-Up Process:

• Clients can track their studio credit balance via the CoachBot Studio dashboard.

• Automated email alerts will be issued when the balance is low.

• If permitted in the CoachBot Studio settings, end-users may top up usage directly via the Marketplace. Unused monthly credits do not roll over.

e. Offering Free AI Coaches:

• Clients may offer AI Coaches free of charge for branding or impact purposes.

• In such cases, the Client is responsible for funding all usage costs in advance (minimum two months).

• If studio credits fall below required levels and the Client does not respond to top-up requests, CoachBot will pause new user sign-ups and may suspend access for all users once the balance reaches zero.

f. Minimum Retail Price and Penalty:

• To protect platform and brand value, a minimum AI Coach price of €20/month (or local currency equivalent) is required.

• Clients pricing below this threshold will incur a €5/month penalty per user, deducted from payouts.

3. Revenue Share for CoachBot Marketplace Transactions

Applies to all payments processed via CoachBot Marketplace (net of Stripe or processing fees). Automatically deducted and split during payout.

ANNEX 3 – ICF Code of Ethics

Please visit https://coachingfederation.org/credentialing/coaching-ethics/icf-code-of-ethics/