Terms of Service

Welcome to Boon. These Terms of Service (“Terms”) govern your access to and use of the Boon platform, website, coaching services, and related tools (collectively, the “Services”) provided by Boon Health Inc. (“Boon,” “we,” “us,” or “our”).

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

1. Description of Services

Boon provides a leadership development platform that connects organizations and individuals with professional coaches. Our Services include, but are not limited to:

• 1:1 coaching sessions with certified professional coaches
• Team coaching and facilitated leadership workshops
• Executive coaching for senior leaders
• Coaching program management and analytics dashboards
• Surveys, assessments, and development planning tools
• Related content, resources, and digital properties

Boon acts as a platform connecting organizations and individuals with independent coaching professionals. Coaches on the Boon platform are independent contractors, not employees of Boon Health Inc.

2. Account Registration and Access

Access to the Boon platform may be provided through an employer-sponsored program or through individual registration. When your employer sponsors your access, your organization's administrator may enroll you and provide certain information to facilitate your participation.

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.

You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary. We reserve the right to suspend or terminate accounts that contain inaccurate or incomplete information.

3. Acceptable Use

You agree to use the Services only for their intended purpose and in compliance with all applicable laws. You may not:

• Use the Services for any unlawful purpose or in violation of any applicable regulation
• Attempt to gain unauthorized access to any part of the Services, other accounts, or computer systems
• Interfere with or disrupt the integrity or performance of the Services
• Transmit any viruses, malware, or other harmful code through the Services
• Record, transcribe, or distribute coaching session content without explicit consent from all participants
• Misrepresent your identity or affiliation with any person or organization
• Use the Services to harass, threaten, or intimidate any individual

For additional detail, please review our Acceptable Use Policy.

4. Coaching Services

5. Enterprise and Organizational Agreements

When Boon provides Services through an enterprise or organizational agreement, the terms of that agreement govern the relationship between Boon and the organization. These Terms apply to individual users of the platform, including employees and participants enrolled through such agreements.

In the event of a conflict between these Terms and an enterprise agreement, the enterprise agreement shall control to the extent of the conflict.

6. Payment Terms

Payment terms for enterprise clients are governed by the applicable enterprise agreement or order form. For individual users purchasing Services directly, the following terms apply:

• Fees are as stated at the time of purchase and are due in advance of the applicable service period
• All fees are non-refundable except as expressly stated in these Terms or required by applicable law
• We reserve the right to change our pricing with reasonable advance notice
• You are responsible for all taxes associated with your use of the Services, excluding taxes based on Boon's income

7. Intellectual Property

The Services, including all content, features, functionality, software, text, graphics, logos, and trademarks, are owned by Boon Health Inc. or its licensors and are protected by copyright, trademark, and other intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Services for their intended purpose, subject to these Terms. You may not copy, modify, distribute, sell, or lease any part of the Services without our prior written consent.

Any feedback, suggestions, or ideas you provide to Boon regarding the Services may be used by Boon without any obligation or compensation to you.

8. User Content

You retain ownership of any content you submit through the Services (such as survey responses, feedback, and profile information). By submitting content, you grant Boon a non-exclusive, worldwide, royalty-free license to use, process, and store that content as necessary to provide and improve the Services.

You represent that you have the right to submit any content you provide and that such content does not violate any third party's rights or any applicable law.

9. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. BOON DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Boon does not warrant that the Services will be uninterrupted, error-free, or secure, or that any defects will be corrected. Coaching outcomes depend on many factors, and Boon does not guarantee any specific results from the use of the Services.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BOON HEALTH INC., ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND COACHES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.

IN NO EVENT SHALL BOON'S TOTAL AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID BY YOU (OR YOUR SPONSORING ORGANIZATION ON YOUR BEHALF) FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless Boon Health Inc. and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorney's fees) arising out of or in connection with: (a) your use of the Services; (b) your violation of these Terms; or (c) your violation of any rights of a third party.

12. Termination

We may suspend or terminate your access to the Services at any time, with or without cause, and with or without notice. Upon termination, your right to use the Services will immediately cease.

You may stop using the Services at any time. If you are enrolled through an employer-sponsored program, the terms of that program may govern the process for discontinuing participation.

Sections of these Terms that by their nature should survive termination shall survive, including but not limited to: Intellectual Property, Disclaimer of Warranties, Limitation of Liability, Indemnification, and Governing Law.

13. Privacy

Your use of the Services is subject to our Privacy Policy, which describes how we collect, use, and protect your personal information. By using the Services, you consent to the data practices described in the Privacy Policy.

14. Modifications to Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by updating the “Last Updated” date at the top of this page and, where appropriate, providing additional notice (such as via email or through the platform).

Your continued use of the Services after any changes to these Terms constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services.

15. Governing Law and Disputes

These Terms are governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of law principles. Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Portland, Oregon.

16. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy, Acceptable Use Policy, and any applicable enterprise agreement, constitute the entire agreement between you and Boon regarding the Services.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
• Waiver: The failure of Boon to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
• Assignment: You may not assign or transfer these Terms without our prior written consent. Boon may assign these Terms without restriction.