Coach Contractor Agreement

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Effective Date: 2026-08-14 Last Updated: 2026-08-14

Parties

This Coach Contractor Agreement ("Agreement") is entered into between:

17811659 Canada Inc. ("Callup," "we," "us," or "our"), a company incorporated in British Columbia, Canada
The Coach ("you," "your"), the individual accepting this Agreement through the Callup application

By accepting this Agreement in the Callup app, you agree to all terms and conditions below. This Agreement becomes effective upon your acceptance and approval as a coach on the platform.

1. Relationship of the Parties

1.1 Independent Contractor Status

You are an independent contractor, not an employee, agent, or partner of Callup. This Agreement does not create an employment, agency, joint venture, or partnership relationship.

As an independent contractor, you:

Are not entitled to employee benefits, including but not limited to health insurance, vacation pay, sick leave, workers' compensation, employment insurance (EI), or Canada Pension Plan (CPP) contributions from Callup
Are responsible for your own tax obligations, including income tax, GST/HST (if applicable), and any other taxes required by your jurisdiction
Are responsible for your own equipment (computer, internet connection, software, peripherals)
May provide services to other platforms, clients, or employers without restriction
Are not required to accept any particular booking or work any minimum hours

1.2 Control and Independence

You retain full control over:

When you provide coaching services (you set your own availability)
How you provide coaching services (your methods, curriculum, and approach are your own)
Whether to accept or decline any booking (you may decline without penalty)
What rate you charge (subject to platform minimum/maximum, if any)
Where you perform coaching (your own location, equipment, and setup)

Callup provides the technology platform to connect you with students. We do not direct, supervise, or control the content or methods of your coaching sessions.

1.3 Callup's Role as Facilitator

Callup is a facilitator only. Callup is not a party to the coaching relationship between you and your students. Callup's role is limited to:

Providing the technology platform through which students discover coaches
Collecting payment from students and remitting it (minus the platform fee) to coaches
Providing messaging tools for coaches and students to communicate

Callup is not responsible for:

The content, conduct, advice, or results of any coaching session
Disputes, misunderstandings, or disagreements between coaches and students
Any injury, loss, or damage arising from interactions between coaches and students
The accuracy or effectiveness of any coaching advice or instruction you provide
Compliance with third-party game terms of service during coaching sessions

You acknowledge that you are the sole party responsible for the content and outcome of each coaching session, and that Callup's limited role does not create any employer-employee, agent, joint venture, or partnership relationship between you and Callup, or between you and any student.

2. Coach Onboarding and Approval

2.1 Application

To become a coach on Callup, you must:

Complete the coach application within the app
Provide accurate information about your gaming experience, rank, and qualifications
Meet our minimum requirements (specific requirements listed in-app)
Pass our review process

2.2 Verification

Your gaming rank and identity may be verified through linked gaming accounts and/or manual review
Providing false or misleading information about your rank, experience, or qualifications is grounds for immediate removal from the coaching program
We may periodically re-verify your rank and qualifications

2.3 Approval

Coach approval is at our sole discretion
We may decline or revoke coach status at any time, with or without cause
If removed, you may re-apply after 90 days unless the removal was for violations of our Terms of Service or this Agreement

3. Coaching Services

3.1 Session Delivery

You agree to:

Provide coaching sessions professionally and in good faith
Show up on time for booked sessions (or provide reasonable notice of cancellation)
Deliver the coaching service as described in your coach profile
Communicate respectfully with students at all times
Follow all Callup Community Guidelines

3.2 Session Content

You are solely responsible for the content and quality of your coaching sessions. Callup does not review, approve, or endorse the specific advice, strategies, or instruction you provide.

You agree not to:

Provide advice that promotes cheating, exploiting, or violating game terms of service
Engage in any inappropriate, harassing, or discriminatory behavior during sessions
Share session recordings without the student's explicit consent

You may exchange the contact and payment details needed to arrange and run a session with a student who has booked you. Callup does not process payment for coaching (Section 4), so this is a necessary part of the service rather than a circumvention of it.

3.3 Payment Is Arranged Directly

Coaching payments happen directly between you and the student. Callup is not a party to that transaction, does not process it, and takes no share of it.

You are responsible for agreeing the amount, the method, and the timing with each student, and for honouring what you agree. The rate shown on your Callup listing is what a student reasonably expects to pay, and charging materially more than it without agreeing that with them first is grounds for review of your coach status under Section 8.

The previous version of this Agreement prohibited conducting coaching transactions off-platform for 12 months after meeting a student through Callup. That restriction is removed. It described a platform that processed payments and charged a commission, which is no longer how Callup works.

4. Compensation

4.1 Pricing and Payment

You set your own rates and publish them on your Callup listing
Students pay you directly. Callup does not collect, hold, route, or refund payment for coaching sessions, and is not the merchant of record for them
You and the student agree the payment method between yourselves. Callup does not endorse, verify, or take responsibility for any particular method
Because Callup never holds the money, it cannot reverse a payment, release one, or compel either side to pay or refund

This replaced a model in which students paid by card through Callup's payment processor and Callup held the funds. Callup's payment provider is a merchant of record and cannot be the seller of a third party's human services, so that arrangement is no longer available.

4.2 Listing Fee

Callup charges a one-time listing fee for a coach listing. It is the only fee Callup charges you.

Callup takes no commission on your sessions. You keep 100% of what you charge.

The listing fee covers platform hosting and development, student acquisition and marketing, trust and safety, and customer support.

Stale listings are removed for inactivity, which is a product decision, not a billing one - your listing does not lapse for non-payment of anything, because there is nothing recurring to pay.

4.3 No Payouts

Callup does not pay you. There is no payout account to connect, no hold period, no release schedule, and no minimum threshold, because no money passes through Callup on its way to you.

4.4 Disputes About Payment

A disagreement about payment for a session is between you and the student. Callup cannot refund, reverse, or enforce a payment it never processed.

Callup does act on conduct: a student may report you, and a coach may report a student. A pattern of reports - including credible reports of taking payment and not delivering a session - is grounds for review, suspension, or removal of your listing under Section 8. Callup's remedy is access to the platform, not money.

4.5 Tax Obligations

You are solely responsible for:

Reporting and paying all applicable taxes on your coaching income
Registering for GST/HST if your worldwide taxable supplies exceed CAD $30,000 in a 12-month period
Complying with all tax laws in your jurisdiction

Because Callup does not pay you, Callup does not issue you tax documents for coaching income and does not report your coaching income to any tax authority. Records of what you were paid, and by whom, are yours to keep.

5. Conduct and Compliance

5.1 Code of Conduct

As a coach, you are a visible representative of the Callup community. You agree to:

Maintain a professional and respectful demeanor in all platform interactions
Respond to student inquiries in a timely manner
Accurately represent your availability and capabilities
Not engage in discriminatory behavior toward students based on race, gender, age, disability, sexual orientation, or any other protected characteristic
Comply with all applicable laws and regulations

5.2 Content Standards

Any content you create on the platform (profile, bio, clips, messages, reviews) must comply with our Community Guidelines and Terms of Service.

5.3 Student Safety

You have a duty of care toward students, particularly minors. You must:

Not engage in any inappropriate behavior with minor students
Not request personal contact information from minors
Report any suspected child exploitation to Callup immediately at safety@callup.gg
Maintain professional boundaries at all times

6. Intellectual Property

6.1 Your Content

You retain ownership of any original coaching materials, strategies, or content you create. By posting content on Callup, you grant us a license as described in our Terms of Service.

6.2 Callup Property

You may not use Callup trademarks, logos, or branding without written permission, except for:

Stating that you are a coach on Callup (e.g., "Callup Verified Coach")
Linking to your Callup coach profile

7. Confidentiality

You agree not to disclose any confidential information obtained through your role as a coach, including but not limited to:

Platform analytics, internal metrics, or business information shared with coaches
Student personal information beyond what is necessary to deliver coaching services
Internal communications or coach-specific features not publicly available

8. Termination

8.1 By You

You may stop coaching on Callup at any time by:

Disabling your coach profile in the app, or
Contacting support@callup.gg

You must fulfill any outstanding booked sessions before deactivation, or cancel them with reasonable notice.

8.2 By Callup

We may suspend or terminate your coach status at any time for:

Violation of this Agreement, our Terms of Service, or Community Guidelines
Consistently poor coaching reviews. Once you have received at least 10 reviews, an average rating below 3.0 stars may lead to suspension or removal of your coach status. This is a threshold Callup staff apply when reviewing a coach's standing, not an automated cutoff, and we will contact you before removing your coach status on this basis
Failure to maintain accurate rank/qualification information
Fraud, deception, or dishonesty
Conduct that harms the reputation or safety of the Callup platform
Any other reason at our sole discretion, with reasonable notice

8.3 Effect of Termination

Upon termination:

Any payment a student already owes you for a completed session remains between you and that student. Callup holds no funds and settles nothing on termination
You must cease using any Callup branding or "Callup Coach" designation
The listing fee is one-time and is not refunded on termination
You may continue to use Callup as a regular user (unless banned for violations)

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CALLUP'S TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT YOU HAVE PAID CALLUP IN LISTING FEES IN THE 12 MONTHS PRECEDING THE CLAIM.

The previous version capped liability at the platform fees Callup retained from your transactions. Callup no longer retains any fee from a session, so that cap now names the listing fee instead - the only amount you actually pay Callup.

Callup is not liable for:

Student conduct or behavior during or after coaching sessions
Non-payment by a student, or any dispute about payment for a session. Callup does not process coaching payments and cannot recover, refund, or compel one
Technical issues beyond our reasonable control
Loss of income due to platform downtime, policy changes, or termination
Actions taken by game developers, publishers, or other third parties

10. Dispute Resolution

Disputes arising from this Agreement shall be governed by the laws of British Columbia, Canada and subject to the exclusive jurisdiction of the courts of British Columbia, Canada.

11. Amendments

We may update this Agreement from time to time. When we make a material change, this is exactly what happens:

We tell you. You receive an in-app notification and an email at the address on your Callup account, naming the new version.
The updated text is available before it binds you. The current Agreement is always readable in the app and at callup.gg/coach-agreement, with its Effective Date at the top.
You accept it before you accept your next booking. For a material change, continuing to coach is not enough. The next time you go to accept a booking, Callup shows you the updated Agreement and asks you to accept it. Until you do, you can still browse, message, and manage your listing, but you cannot accept a new booking.
We keep the record. We store which version of this Agreement you accepted and when, and we keep every superseded version retrievable so you can always read the exact text you agreed to.

The previous version of this clause used a notice-plus-continued-use model and stated that Callup does not require you to sign again. That has changed. The 2026-08-14 amendment removes Callup from coaching payments entirely, which changes who bears the risk of non-payment. A change of that size should be one you actually saw and agreed to, not one you were deemed to accept by carrying on.

If you disagree with a change, you may terminate this Agreement per Section 8.1 rather than accepting it. Sessions you already completed are settled under the version that applied when the session took place.

12. Entire Agreement

This Agreement, together with the Terms of Service, Privacy Policy, and Community Guidelines, constitutes the entire agreement between you and Callup regarding your coaching services on the platform.

Acceptance

By tapping "I Accept" in the Callup app, you acknowledge that:

You have read, understood, and agree to this Coach Contractor Agreement
You understand that you are an independent contractor, not a Callup employee
You are responsible for your own taxes and benefits
You meet the eligibility requirements to provide coaching services
The information you have provided is accurate and truthful

Contact:

Coach Support: coaches@callup.gg
General Support: support@callup.gg
Mailing Address: 1420 Duchess Ave., West Vancouver, British Columbia, Canada

This Coach Contractor Agreement was last updated on 2026-08-04.