Coach Agreement

Athletes Untapped, Inc.

Athletes Untapped Final Coaches Agreement

Last Updated: Thursday, August 14, 2025

This agreement (this "Agreement") sets forth the terms and conditions whereby a successful applicant to the Athletes Untapped coaching program (“You”) agree to provide certain peer-to-peer individualized training and coaching services to authorized users of Athletes Untapped LLC, a Pennsylvania Limited Liability Company (the "Company").

Athletes Untapped LLC provides lead generation to independent sports and athletic training service providers (“Third-Party Providers”) of peer-to-peer individualized sports coaching and training services (“Services”) by pairing Third-Party Providers with local consumers of peer-to-peer individualized coaching and training services who have signed up to use the Athletes Untapped Platform (“User” or “Users”) by allowing both providers and consumers access to the online database that facilitates seeking, receiving, and fulfilling User requests for Services from Third-Party Providers (“Platform”).

You desire to enter into this Agreement for the purpose of accessing and using the Platform’s services to provide to Users of the Platform.

You acknowledge and agree that Company is a technology services provider that does not provide peer-to-peer individualized coaching and training services.

In order to use the Platform, You must agree to terms set forth in the Agreement below. 

Upon acceptance (electronic or otherwise) of this Agreement, You and Company shall be bound by the terms set forth herein.

USE OF THE ATHLETES UNTAPPED PLATFORM.

You must be eighteen (18) years of age and successfully complete a background check administered by Certn.Co in order to use the Platform. Company has the sole and utmost discretion to refuse to allow use of the Platform to applicants that do not pass the required background check. Company may also deny access to the Platform if new information comes to light after a background check has been successfully passed. Please note that all fees paid for background checks are non-refundable. By proceeding with the background check process, you acknowledge and accept that these fees will not be refunded under any circumstances.

You warrant that You have the required skill, experience, and qualifications to perform the Services. An example of the skills required may include, but are not limited to status as a current college athlete, former college athlete, current pro athlete, former pro athlete, former or current college coach, or experienced college trainer, with the training and knowledge sufficient to carry out the duties required of the Services. 

You shall perform the Services in a professional and workmanlike manner in accordance with best industry standards for similar services, and You shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner. 

You acknowledge and agree that Your provision of Services to Users creates a direct business relationship between You and the User. Company is not responsible or liable for the actions of inactions of a User in relation to Your Services. You shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from Your provision of Services.

You acknowledge and agree that You are solely responsible for taking such precautions that may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws) pertaining to any acts, omissions, or other liabilities incurred during the provision of Services and communication to a User. 

You acknowledge and agree that You will provide Services in a manner that enhances the safety of a User.

You acknowledge and agree that User will be prompted to rate You after the provision of Services. 

You acknowledge and agree that Company’s provision to You of access to the Platform creates a direct business relationship between Company and You. The Company shall not control the manner or means by which You perform the Services, including but not limited to the time and place You perform the Services and the methods that You use to perform the Services. However, You are encouraged respond to User requests to provide Services within 24 hours of being contacted.

Company shall provide You with access to its materials, information, and systems to the extent necessary for the performance of the Services.

You shall comply with all rules and procedures communicated to You in writing by the Company, including those related to safety, security, and confidentiality.

You acknowledge that this is not a deal made in connection with your name, image, and likeness (“NIL”) rights and should not be construed as such.

CANCELLATIONS AND BOOKING MODIFICATIONS

Cancellations

If an extenuating circumstance arises (as determined in Athletes Untapped's sole discretion on a case-by-case basis), the amount you are paid will be reduced by the amount we refund or otherwise provide to the client, along with any other reasonable costs incurred as a result of the cancellation. If a client receives a refund after you have already been paid, or if the refund and other costs incurred by Athletes Untapped exceed your payout, we may recover that amount from you by offsetting it against your future payouts.

You agree that these Terms take precedence over any cancellation policy you may set regarding lesson cancellations and/or client refunds. If we reasonably anticipate providing a refund to a client under one of these policies, we may delay the release of any payout for that lesson until a refund decision has been made.

Booking Modifications

Coaches and clients are responsible for any Booking Modifications they agree to make, either via the Athletes Untapped platform or Athletes Untapped customer service.

LIMITATION OF LIABILITY

By using our marketplace platform, you agree to the Terms of Service and our Privacy Policy. If you do not agree to these terms, you cannot use our services.

While we strive to provide a safe and secure platform for transactions, we cannot guarantee the conduct of users on our marketplace. We are not responsible for any actions, statements, or behaviors of buyers, sellers, or any third parties.

You acknowledge and agree that our marketplace is a facilitator for transactions between coaches and demand-side users (parents and/or athletes). We are not responsible for any scams, fraud, or illegal activities that may occur between users of our platform. This includes, but is not limited to, misrepresentation of products, failure to deliver goods, or payment disputes. Any interactions or agreements between you and other users are solely between you and that user. We are not liable for any damages, losses, or claims arising from such interactions. It is your responsibility to exercise caution and perform due diligence when engaging with other users on our platform. We recommend that you:

You agree to indemnify, defend, and hold harmless our marketplace and its affiliates, officers, directors, and employees from any claims, liabilities, damages, losses, or expenses (including reasonable attorney's fees) arising from your use of our platform, your violation of these Terms of Service, or your interaction with other users.

COMMUNICATION TERMS

All communications related to transactions, inquiries, and interactions between users must occur exclusively within our marketplace platform. This includes, but is not limited to, messaging about bookings, negotiations, and customer support. Users are prohibited from taking discussions, negotiations, or any other form of communication off our platform. This includes communication via email, social media, phone calls, or any other external means.

By agreeing to these Communication Terms, you acknowledge that:

Our platform provides necessary tools for secure and transparent communication.

We cannot support or mediate disputes arising from communications that occur outside of our platform.

If any issues arise from off-platform communication, we will not be liable, and we reserve the right to take appropriate action against users who violate this policy, including but not limited to account suspension or termination.

If you encounter users attempting to move communication off the platform, we encourage you to report this behavior to us immediately. We take such violations seriously and will investigate reported incidents.

REFUND REQUESTS AND REVERSAL OF PAYMENT

In the event that a client requests a refund due to concerns related to poor coaching, negligence, or any other valid reason outlined below, the following process applies:

Client Request for Refund: A client may request a refund within a specified period after the coaching session, provided they submit a clear, documented explanation of the issues they are facing (e.g., poor coaching, negligence, misconduct, or unmet expectations).

Review and Evaluation: Once a refund request is submitted, the request will be reviewed by the management team or appointed representative. This process may involve gathering feedback from both the client and coach, evaluating the situation, and verifying the claims made.

Refund Approval: If the management team determines that the concerns raised by the parent are legitimate, and they are upheld after the review, the refund may be approved. If a refund is granted, the payment made to the coach will be reversed accordingly.

2. Conditions for Reversal of Payment

Payment to the coach will be reversed if the refund request is upheld for any of the following reasons:

Poor Coaching: If the coaching provided does not meet the agreed-upon standards, such as lack of preparation, failure to engage with the student appropriately, or consistently poor performance in delivering the coaching sessions.

Negligence: If the coach is found to have neglected their responsibilities, including but not limited to, failure to show up for scheduled sessions, inappropriate conduct, or failing to provide adequate support and guidance as outlined in the coaching agreement.

Misconduct or Breach of Terms: If the coach is found to have engaged in behavior or actions that breach the contract terms, professional standards, or the company's code of conduct, the company reserves the right to reverse payment.

TERM. 

The term of this Agreement shall commence as of the date set forth above and shall continue indefinitely, and may be terminated by either party at any time, for any reason. 

The arbitration provision shall survive the termination of the Agreement.

FINANCIAL TERMS.

Under this Agreement, Your financial rates for Your work providing Services are to be set individually by You, namely the amount charged for a session (“Session Rates”). Session Rates are to be charged on an hourly basis.

As consideration for Your continued access and use of the Platform, You agree to remit 20% of a charged Session Rate to Company. As an example, and for the avoidance of doubt, if You charge a $100 Session Rate for a session, you will remit $20 (20%) to Athletes Untapped as compensation for the access to the Platform. 

You agree that Company will collect payment for a session from a User and will remit payment to you automatically after verifying the completion of the session. Company will automatically withhold its 20% fee as described in Section 3.2 before paying you for your completed session at your stated Session Rate.

You acknowledge and agree that all client bookings will be handled through the Company’s Platform. Failure to book sessions through the Platform may result in prohibition of access to the Platform, or any other further action Company may decide.

You acknowledge that You will receive an IRS Form 1099-NEC from the Company, and that You shall be solely responsible for all federal, state, and local taxes.

You are solely responsible for any travel or other costs or expenses incurred by You in connection with the performance of the Services, and in no event shall the Company reimburse You for any such costs or expenses.

RELATIONSHIP OF THE PARTIES.

You are an independent contractor of the Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employment, or agency relationship between You and the Company for any purpose. You have no authority (and shall not hold Yourself out as having authority) to bind the Company and You shall not make any agreements or representations on the Company's behalf without the Company's prior written consent.

Without limiting Section 4.1, You 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 the Company to its employees, and the Company 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 for unemployment or disability, or obtaining workers' compensation insurance on Your behalf. You shall be responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and interest. 

Subject to the terms and conditions of this Agreement, Company hereby grants you a non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use the Athletes Untapped Platform solely for the purpose of providing Services to Users. All rights not expressly granted to you are reserved by Company.

CONFIDENTIALITY.

You acknowledge that You will have access to information that is treated as confidential and proprietary by the Company including without limitation technology and information pertaining to operations of the Company, in each case whether spoken, written, printed, electronic, or in any other form or medium, as well as personal information from clients of Company including name of Platform Users, Platform Users’ addresses, emails and other personally identifiable information (collectively, the "Confidential Information"). You agree to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the Company in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the Services. You shall notify the Company immediately in the event You become aware of any loss or disclosure of any Confidential Information.

REPRESENTATIONS AND WARRANTIES.

You represent and warrant to the Company that:

You have the right to enter into this Agreement, to grant the rights granted herein, and to perform fully all of Your obligations in this Agreement;

Your entering into this Agreement with the Company and Your performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which You are subject;

You have the required skill, experience, and qualifications to perform the Services, You shall perform the Services in a professional and workmanlike manner in accordance with best industry standards for similar services, and You shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner.

You shall perform the Services in compliance with all applicable federal, state, and local laws and regulations, including by maintaining all licenses, permits, and registrations required to perform the Services;

The Company hereby represents and warrants to You that:

it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; and

the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action.

PRIVACY

Company may collect your personal data during the course of your application for the use of the Athletes Untapped Platform. Personal data may be stored, processed, and accessed by Company for business purposes, including for marketing, lead generation, service development, analytics, and other purposes consistent with the marketing needs of company. You expressly consent to the use of such personal data.

INDEMNIFICATION.

You shall defend, indemnify, and hold harmless the Company and its affiliates and their officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from:

bodily injury, death of any person, or damage to real or tangible, personal property resulting from Your acts or omissions;

bodily injury, death of any person, or damage to real or tangible, personal property resulting from Your provision of Services under this agreement and in connection with the use of the Platform;

Your breach of any representation, warranty, or obligation under this Agreement; or

Your negligence or intentional violation of any law, without limitation.

INSURANCE. During the Term, it is recommended that You shall maintain in force adequate insurance, with policy limits sufficient to protect and indemnify the Company and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from Your acts or omissions. Although Athletes Untapped does not mandate insurance is maintained, it is strongly recommended.

NON-SOLICITATION. You agree that during the Term of this Agreement, You shall not make any solicitation to take any of the Company’s clients from the company while the Term of this Agreement survives. A solicitation may include, but is not limited to, inducing a client of Company to work with You directly and not use the Platform to book services.

ASSIGNMENT. You shall not assign any rights, or delegate or subcontract any obligations, under this Agreement without the Company's prior written consent. Any assignment in violation of the foregoing shall be deemed null and void. The Company may freely assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against each of the Parties hereto and their respective successors and assigns.

REMEDIES. In the event You breach any section of this Agreement, You hereby acknowledge and agree that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief restraining such breach or threatened breach from any court of competent jurisdiction, and that money damages would not afford an adequate remedy, without the necessity of showing any actual damages. This equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.

ARBITRATION.

Any dispute, controversy, or claim arising out of or related to this Agreement or any breach or termination of this Agreement, including but not limited to the Services You provide to the Company, and any alleged violation of any federal, state, or local statute, regulation, common law, or public policy, whether sounding in contract, tort, or statute, shall be submitted to and decided by binding arbitration. Arbitration shall be administered by the American Arbitration Association and held in Philadelphia, Pennsylvania before a single arbitrator, in accordance with the American Arbitration Association's rules, regulations, and requirements. Any arbitral award determination shall be final and binding upon the Parties. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction.

Arbitration shall proceed only on an individual basis. The Parties waive all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or collective claims against each other in court, arbitration, or any other proceeding. Each party shall only submit their own individual claims against the other and will not seek to represent the interests of any other person. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of any dispute between the Parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction.

GOVERNING LAW, JURISDICTION, AND VENUE. This Agreement and all related documents, whether sounding in contract, tort, or statute for all purposes shall be governed by and construed in accordance with, the laws of the State of Pennsylvania (including its statutes of limitations, without giving effect to any conflict of laws principles that would cause the application of the laws of any other jurisdiction other to apply. 

MISCELLANEOUS.

This Agreement, together with any other documents incorporated herein by reference, and related exhibits and schedules, constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

This Agreement may be executed in multiple counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

Very truly Yours,

Athletes Untapped, LLC

BY: Gene Williams, Founder/CEO

Name: Gene Williams

Title: Founder/CEO