Clario Life LLC — Terms of Service

Effective Date: August 27th, 2025

These Terms of Service (“Terms”) govern your access to and use of the services, website, mobile apps, software, and other products provided by Clario Life LLC (“Clario Life,” “Company,” “we,” “us,” or “our”). By accessing or using the Services you confirm you have read, understand, and agree to be bound by these Terms. If you do not agree, do not use or access the Services.

NOTICE — IMPORTANT LEGAL INFORMATION: Clario Life provides life coaching and related non-clinical services. The Services are not medical, psychiatric, psychological, or other clinical treatment. Coaches are independent contractors, not employees of Clario Life, and are not licensed therapists on our behalf unless explicitly stated in a coach profile. See Section 3 (Nature and Scope of Services) and Section 18 (Emergency, Crisis, and Referral Policy).

1. Definitions

1.1 “Account” means the registration and credentials enabling access to the Services.
1.2 “Client” or “User” means any person who registers for an Account, purchases sessions, or uses the Services.
1.3 “Coach” means an independent coach or professional who provides coaching sessions via the Services.
1.4 “Services” means Clario Life’s platform that enables Clients to book and receive coaching, and Coaches to deliver coaching, including but not limited to web and app features, scheduling, invoicing, messaging, and video sessions.
1.5 “Content” means any text, images, audio, video, materials, information, or other content provided by Users or Coaches on or through the Services.
1.6 “Fees” means sums charged for Services, including session fees, subscription fees, taxes, and payment processing fees.

2. Eligibility; Account Registration

2.1 Eligibility. You must be at least 18 years old (or the age of majority where you live) to use the Services. By registering you represent and warrant you meet the eligibility requirements and can form legally binding contracts.
2.2 Account Information. You must provide accurate, current, and complete information during registration and keep it up-to-date. You are responsible for all activity that occurs under your Account credentials. Notify us immediately if you suspect unauthorized use.
2.3 Clickwrap Acceptance. By clicking “Accept,” or by creating an Account or booking a session, you acknowledge you have read and agree to these Terms, and that you consent to electronic communications.

3. Nature and Scope of Services; Important Disclaimers

3.1 Coaching Only. Clario Life provides access to life coaching, general wellbeing guidance, habit coaching, accountability services, and similar non-clinical support. The Services are not therapy, counseling, medical treatment, diagnosis, or psychiatric care. Coaches do not provide medical advice.
3.2 No Substitute for Professional Care. If you have a condition that requires medical or mental health treatment, you agree to seek an appropriate licensed professional. Clario Life does not provide medical or emergency services.
3.3 Representations from Coaches. Coaches may list qualifications and credentials in their bios. Clario Life does not guarantee, and does not represent, that listed credentials create a therapeutic or medical license in any given jurisdiction. It is the Client’s responsibility to read coach bios and verify credentials directly with the coach if required.
3.4 No Guarantees. Coaches and Clario Life make no guarantees regarding outcomes, results, or effectiveness of coaching. Clients accept that coaching results vary by individual.

4. Client Responsibilities and Code of Conduct

4.1 Accurate Information. Clients must provide true and accurate personal information and keep Accounts current.
4.2 Respectful Conduct. Clients will behave respectfully toward Coaches and staff. Abusive, harassing, violent, or discriminatory behavior is prohibited. Clario Life may suspend or terminate Accounts for violation.
4.3 Confidentiality. While Coaches and Clario Life will use reasonable care to protect Client information, Clients should not disclose extremely sensitive personal data on the platform unless necessary. See Section 11 (Privacy) for more details.
4.4 Technology. Clients are responsible for providing their own internet, device, and software required for sessions. Clario Life is not liable for disruptions caused by Client equipment or connectivity.

5. Coach Status, Obligations, and Onboarding Requirements

5.1 Independent Contractors. Coaches are independent contractors, not employees, partners, or agents of Clario Life. Clario Life does not withhold taxes for Coaches; Coaches are responsible for their own tax obligations.
5.2 Onboarding. Coaches must complete onboarding, background checks (if required), and provide accurate professional information, including credentials. Clario Life reserves the right to accept, reject, or remove any Coach at its sole discretion.
5.3 Coach Obligations. Coaches must: (a) comply with these Terms and platform policies; (b) maintain appropriate professional standards; (c) not provide medical or psychiatric treatment unless licensed to do so and explicitly offering those services on their profile; (d) maintain confidentiality; (e) maintain any required professional insurance (recommended and may be required per contract); and (f) follow referral protocols for Clients needing clinical care.
5.4 Insurance. Coaches are strongly advised to maintain professional liability (E&O) insurance. Clario Life may require proof of insurance for certain Coaches or services.

6. Booking, Payments, Fees, and Refunds

6.1 Fees & Payment. Clients will pay Fees at booking through the platform (card or supported payment methods). Fees are displayed at booking and are charged in the stated currency. Clario Life may change Fees; pricing changes do not affect already-booked sessions unless otherwise stated.
6.2 Platform Commission. Unless otherwise agreed in writing, Clario Life retains a commission/fee from session payments. The balance is paid to the Coach per agreed terms. The platform will display the Coach’s net payout during onboarding.
6.3 Taxes and Withholding. Clients are responsible for any sales taxes, VAT/GST/HST, or other taxes where applicable. Coaches and Clario Life each remain responsible for their own tax obligations.
6.4 Refunds and Cancellations. The default cancellation policy is: (a) Clients may cancel up to 24 hours before a scheduled session for a full refund; (b) cancellations within 24 hours may be non-refundable; (c) no-shows are charged full price. Clario Life may offer different cancellation windows for certain services; such differences will be disclosed at booking. Refunds are processed to the original payment method within a commercially reasonable time following approval.
6.5 Payment Disputes. For disputes over charges, contact info@clariolife.com immediately. Clario Life reserves the right to investigate and suspend Accounts pending resolution.

7. Scheduling, Platform Use, and Session Delivery

7.1 Scheduling. Sessions are scheduled through the platform. Clients must use the platform booking system—direct scheduling outside the platform bypasses safety and reporting mechanisms and is prohibited (see Section 9, Non-Solicitation).
7.2 Platform Control of Sessions. Sessions must use platform-approved meeting links (Zoom, integrated video, etc.) unless otherwise authorized. This preserves confidentiality, recording control, and brand presence.
7.3 Recordings. Recording sessions is prohibited unless both Client and Coach expressly consent in writing and comply with applicable laws (see Section 11.5). Unauthorized recording constitutes a material breach.
7.4 Session Etiquette. Clients and Coaches shall be punctual. If a Coach is more than [15] minutes late, the Client may cancel for a full refund. If the Client does not join within [15] minutes, it is a no-show and fee applies.

8. Confidentiality and Data Handling

8.1 Confidential Information. “Confidential Information” includes personal data, session notes, and other non-public information exchanged during sessions. Coaches and Clario Life will treat Confidential Information as private and use reasonable safeguards to protect it.
8.2 Exceptions. Confidentiality does not apply where: (a) disclosure is required by law or court order; (b) the person poses an imminent risk of harm to themselves or others; (c) disclosure is necessary to prevent or report abuse of a vulnerable person; (d) Client provides consent. Coaches must follow mandatory reporting laws applicable to their jurisdiction.
8.3 Platform Data. Clario Life collects usage and operational data to operate the Service. Use of personal data is governed by our Privacy Policy, which is incorporated by reference into these Terms.

9. Non-Solicitation; Non-Poach; Client Ownership

9.1 Non-Solicitation by Coaches and Clients. Coaches and Clients agree that during the Coach’s engagement with Clario Life and for 12 months after termination of the Coach’s contract with Clario Life, Coaches will not (directly or indirectly) solicit, transact, or otherwise provide services to any Client introduced via the platform without Clario Life’s prior written consent. Clients shall not attempt to induce Coaches to provide services outside the platform.
9.2 Liquidated Damages. If a Coach breaches Section 9.1, the Coach agrees that Clario Life will be irreparably harmed and that monetary damages will be inadequate. In addition to injunctive relief, Coach shall pay liquidated damages equal to the greater of (a) $5,000 USD, or (b) the total fees paid by the solicited Client to the Coach for services during the previous 12 months, provided such liquidated damages are not construed as a penalty by a court of competent jurisdiction. This provision does not preclude Clario Life from seeking actual damages and injunctive relief.
9.3 Client Ownership. Clario Life retains the client relationship and contact data. Coaches must not export or store Client contact or session data outside the platform for purposes of later solicitation.

10. Intellectual Property

10.1 Company IP. All content, trademarks, service marks, logos, domain names, software, and other intellectual property owned by Clario Life are the sole property of Clario Life. No license is granted except as expressly provided herein.
10.2 User Content License. By submitting Content to the platform (reviews, testimonials, uploaded materials), you grant Clario Life a worldwide, perpetual, irrevocable, royalty-free, transferable license to use, display, modify, adapt, publish, distribute, and create derivative works for marketing, platform operation, and promotional purposes. You represent you have all rights to grant this license.
10.3 Restrictions. You may not copy, modify, reverse engineer, decompile, or create derivative works from Company software or site content except as expressly permitted.

11. Privacy; Data Security

11.1 Privacy Policy. Our Privacy Policy describes how we collect, use, and disclose your personal information. The Privacy Policy is incorporated into these Terms by reference.
11.2 Cross-Border Transfers. By using the Services, you consent to transfer, storage, and processing of your information in the U.S., Canada, or other jurisdictions. Data protection laws may differ by jurisdiction.
11.3 Security Measures. Clario Life implements reasonable administrative, technical, and physical safeguards to protect data. However, no system is 100% secure; Clario Life cannot guarantee absolute security.
11.4 Retention. Clario Life may retain session metadata, logs, and non-sensitive content to operate the Service and comply with legal obligations.
11.5 Recordings & Consent. If a session is recorded with proper consent, that recording becomes part of the Client’s data and may be retained pursuant to our policies. All parties must obey applicable recording laws.

12. User Content, Reviews, and Testimonials

12.1 User Content. You are solely responsible for the Content you upload, post, or transmit. You represent that you own or control all rights to your Content and that its use does not violate third-party rights.
12.2 Moderation. Clario Life may remove or redact Content that violates these Terms or our policies. We may also moderate reviews or testimonials.
12.3 Right to Use. By submitting testimonials or reviews, you grant Clario Life rights described in Section 10.2.

13. Warranties; Disclaimers

13.1 No Warranty. EXCEPT WHERE PROHIBITED BY LAW, THE SERVICES (INCLUDING COACHING SERVICES) ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND CLARIO LIFE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CLARIO LIFE DOES NOT WARRANT ANY SPECIFIC RESULTS FROM THE USE OF THE SERVICES.
13.2 Coach Representations. Coaches may represent certain qualifications, but Clario Life does not warrant the credentials or performance of any Coach beyond our onboarding checks and verification steps. Clients are encouraged to verify Coach information.

14. Limitation of Liability and Indemnity

14.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CLARIO LIFE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR COACHES BE LIABLE FOR: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; OR (B) ANY LOST PROFITS OR REVENUES. CLARIO LIFE’S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL BE LIMITED TO THE GREATER OF (I) THE AMOUNT PAID BY YOU TO CLARIO LIFE IN THE 12 MONTHS PRECEDING THE CLAIM; OR (II) $1,000 USD. THIS LIMITATION APPLIES REGARDLESS OF THE CAUSE OF ACTION. THIS LIMITATION DOES NOT APPLY TO (A) FRAUD; (B) WILLFUL MISCONDUCT; OR (C) WHERE APPLICABLE LAW PROHIBITS LIMITATIONS.
14.2 Indemnity. You agree to indemnify, defend, and hold harmless Clario Life and its affiliates from any third-party claim arising out of (a) your violation of these Terms; (b) your negligence or willful misconduct; (c) use of the Services other than as authorized. Clario Life may participate in the defense and seek reimbursement for reasonable attorneys’ fees. 14.3 Any claims, damages, or disputes arising from a Coach’s acts, omissions, or negligence during sessions are the sole responsibility of that Coach.
Clario Life is not responsible for the acts or omissions of Coaches.

15. Dispute Resolution; Governing Law; Class Action Waiver

15.1 Negotiation. Parties shall attempt to resolve disputes informally by good-faith negotiation for at least 30 days.
15.2 Arbitration. Except where prohibited by law, any dispute arising from or relating to these Terms or the Services shall be finally resolved by binding arbitration administered by the American Arbitration Association (or other mutually agreed arbitration provider) under its commercial arbitration rules. The seat of arbitration shall be Cheyenne, Wyoming, U.S., unless Parties agree otherwise. The arbitrator shall apply Wyoming law (excluding conflicts of law rules) except to the extent governing law of another jurisdiction is mandatory.
15.3 Small Claims and Consumer Rights. Notwithstanding Section 15.2, you may bring individual claims in small claims court in your jurisdiction for disputes within the court’s jurisdictional limits. These Terms do not waive mandatory consumer protections where applicable.
15.4 Class Action Waiver. To the fullest extent permitted by law, you and Clario Life agree to bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding.
15.5 Injunctive Relief. Nothing in this Section prevents Clario Life from seeking injunctive or other equitable relief from courts of competent jurisdiction to prevent unauthorized use of intellectual property or breaches of Sections 8 (Confidentiality) or 9 (Non-Solicitation).

16. Termination and Suspension

16.1 Termination by Company. Clario Life may suspend or terminate Accounts and access to the Services for any reason including, but not limited to, violation of these Terms, suspected fraud, or inactivity.
16.2 Termination by Client or Coach. Clients or Coaches may close their Accounts at any time. Obligations incurred prior to termination (payments, confidentiality, sections that by their nature survive) remain enforceable.
16.3 Effect. On termination, licenses granted under Section 10.2 survive as stated, and you must cease representing affiliation with Clario Life.

17. Modifications to Services and Terms

17.1 Service Changes. Clario Life may modify, suspend, or discontinue the Services (or any part) at any time without liability.
17.2 Terms Changes. Clario Life may update these Terms from time to time. Changes will be posted with the “Effective Date.” Continued use of the Services after notice constitutes acceptance.

18. Emergency, Crisis, and Referral Policy

18.1 Not for Emergency Care. The Services are not designed for emergency or crisis care. If you are in immediate danger or need emergency services, contact local emergency services immediately.
18.2 Referral. If a Coach reasonably believes a Client requires clinical care, diagnosis, or emergency intervention, the Coach must (a) advise the Client to seek appropriate care, and (b) follow mandatory reporting and referral obligations per applicable law. Clario Life may suspend or terminate access for Clients who require clinical care it cannot provide.

19. Compliance with Local Law; International Users

19.1 You are responsible for complying with local laws governing coaching, data protection, and communications. Clario Life makes no representation that the Services comply with laws of all jurisdictions. If local law requires licensing or restricts coaching, it is your responsibility to ensure compliance.
19.2 Canadian Clients. Canadian users retain consumer rights under Canadian law. Where applicable, consumer protection provisions cannot be waived by arbitral clauses or limitation of liability to the extent local law prohibits such waivers.

20. Notices; Contact Information

20.1 Notices to Users. We may provide notices via email to the address on file or by posting notices on the Services. You consent to receive notices electronically.
20.2 Contact. For support or legal notices:
Clario Life LLC
Email: info@clariolife.com
Address: 30 N Gould St Ste N
Sheridan, WY, 82801, USA

21. Miscellaneous Provisions

21.1 Entire Agreement. These Terms, together with the Privacy Policy, Coach Agreement, and any other agreements you sign with Clario Life, constitute the entire agreement between you and Clario Life.
21.2 Severability. If any provision is found unlawful or unenforceable, the remainder will remain in full force and effect.
21.3 Assignment. You may not assign or transfer your rights without Clario Life’s prior written consent. Clario Life may assign without restriction.
21.4 No Waiver. Failure to exercise a right is not a waiver of that right.
21.5 Interpretation. Headings are for convenience only. The words “including” and “include” shall be interpreted as “including, without limitation.”

22. Acknowledgement

By creating an Account, booking, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, and you accept that the Services are coaching, not therapy.