Advisor and Coach Platform Agreement

1. Parties, Role, and Definitions

This Agreement is between Elevated Environments LLC, operating under the DBA name Elevated Students ("Elevated," "we," "us," or "our"), and the individual or entity accepting this Agreement to provide advisory or coaching services through the platform ("Advisor," "Coach," or "you").

Key terms:

• "Platform" means the Elevated Students software-as-a-service platform, including the parent and student portals, assessments, the Living Portrait, Growth Path, AI agents (including the AI assistant agent for advisors), voice features, and related tools.
• "AI Development Coach" means the automated developmental coaching and guidance features of the Platform, including the AI agents. The AI Development Coach is software provided by Elevated and is not a human. You are an independent human professional and are not a feature of the Platform, and nothing in this Agreement equates the two.
• "Assigned Family" means a family (parent or guardian account holder and one or more students) you are authorized to serve through the Platform, whether the relationship was originated by Elevated or brought to the Platform by you.
• "Family Data" means all personal information about Assigned Families that is provided to, generated within, or processed through the Platform.
• "Services" means the advisory, college and future planning, developmental, and coaching services you provide to Assigned Families through the Platform.
• "Advisor Materials" means your own advisory methodology, materials, and general know-how that are not Family Data or Elevated property.

1.1 Data Roles

Elevated and you are each independent data controllers with respect to the Family Data each holds. Elevated determines the purposes and means of its own processing to operate the Platform and deliver its product; you determine the purposes and means of your own processing to provide your advisory and coaching Services. Neither party is the other's processor. You and Elevated share Family Data with each other only as authorized by the Assigned Family and only to serve that family, under the data sharing terms in Exhibit A (Data Sharing Terms), which forms part of this Agreement. As an independent controller, you are responsible for your own compliance with applicable privacy law for the Family Data you hold, including your own security, retention, and handling of the family's rights requests as to your records. You may use Family Data only to provide your Services to that family, and may not use it for unrelated marketing, resale, or any other purpose, and may not sell or share it.

Some content in the Platform is held for one user only, including a user’s own record of their relationships with the people in their life. That content is not shared with you, does not appear in any advisor surface, and you will not ask an Assigned Family to provide it to you.

2. Independent Contractor Relationship

You are an independent contractor. Nothing in this Agreement creates any employment, agency, partnership, joint venture, or franchise relationship between you and Elevated. You have no authority to bind Elevated or make commitments on its behalf. You are solely responsible for your own taxes, professional licensing, insurance, business expenses, and regulatory compliance. You determine the manner and means by which you deliver professional advice within the scope Elevated authorizes, consistent with your professional obligations, and Elevated does not direct the substance of your professional judgment.

You set your own rates for your Services, deliver your Services under your own business name, maintain your own clientele, and are free to seek and perform work outside the Platform. You set or negotiate your own schedule and terms directly with the family, and you are free to accept or decline any family or engagement without penalty. Your relationship with Elevated is non-exclusive, and you are not required to use the Platform for clients you obtain independently. You represent that you are customarily engaged in an independently established coaching or advisory business of the same or a related nature, and you will obtain and maintain any required business license and professional credential and provide Elevated with certification of them, which Elevated will retain for at least three years. Elevated may define program milestones and quality and safety standards, but you determine how to accomplish those milestones for each student, and Elevated does not direct the manner or means of your coaching.

3. Scope of Services and Platform License

3.1 Services

You will provide advisory and coaching Services to Assigned Families through the Platform in a professional, competent, and timely manner, consistent with this Agreement, Elevated's reasonable policies, and applicable law. Services are developmental, educational, and advisory in nature and are not medical, mental health, clinical, or therapy services. The Platform may be used to deliver coaching and forward-looking development services. The Platform may not be used to deliver mental health, counseling, psychotherapy, or therapy services, or any other service for which a professional licence is required, whether or not you hold such a licence.

3.2 License

Subject to your compliance with this Agreement, Elevated grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely to provide the Services to Assigned Families during the term. You may access Family Data only for Assigned Families and only as necessary to provide the Services.

3.3 Prohibited Uses

• Accessing data of any family that is not an Assigned Family;
• Using Family Data for your own purposes, or for marketing, profiling, or any purpose other than serving the Assigned Family;
• Exporting, copying, or retaining Family Data outside the Platform except as expressly permitted;
• Reverse engineering the Platform, building a competing product, or extracting data in bulk;
• Sharing your credentials or allowing anyone who is not authorized by Elevated to access the Platform.

3.4 The Family Engagement Agreement and Minimum Required Terms

You must have a written engagement agreement directly with each Assigned Family for your services. The family chooses to work with you and contracts with you directly; Elevated is not a party to that agreement, does not provide your advisory or coaching services, and is not responsible for your advice. You may use the standard Family and Advisor Engagement Agreement that Elevated provides as a template, or you may use or add your own engagement agreement, which will govern and override the Elevated template to the extent of any conflict. Whichever you use, your engagement agreement with the family must, at a minimum, contain the terms listed below, and by accepting this Agreement you represent and confirm that it does:

• A clear statement that you are an independent professional, solely responsible for your own advice and services, and that Elevated is not a party to the family agreement and is not responsible for your services;
• A statement that your services are developmental, educational, and advisory, and are not medical, mental health, clinical, therapy, legal, or financial services, and are not a diagnosis or treatment;
• The scope, cadence, and fees for your services, which you set, and how the family is billed, including that Elevated may collect payment on your behalf as your agent and that your fee is shown to the family as your own separate charge and is not bundled into an Elevated price;
• That you are an independent controller of the information you hold to serve the family, that you will keep it confidential, use it only to serve that family, and not sell or share it, and how the family may exercise access, correction, and deletion of your records;
• Consent to recording of sessions where applicable, including a parent's consent for a minor;
• Your confidentiality, safety, and any mandatory-reporting responsibilities when working with a minor;
• Reasonable limitation-of-liability and dispute-resolution terms for your own services.

If you use your own engagement agreement and it omits any of these minimum terms, you are responsible for the resulting gap, and Elevated may require you to add the missing terms or use the Elevated template.

4. Credentialing, Vetting, and Safeguarding of Minors

Because you will work with adolescents (students aged 13 and older) and their families, the following requirements apply and are material to this Agreement.

4.1 Qualifications and Background Screening

You represent that you hold the qualifications, credentials, and any licenses required to provide the Services, and that the information you provide about your background is accurate. You consent to Elevated's credentialing and background screening process, including criminal background checks and reference or credential verification to the extent permitted by law, at onboarding and on a periodic basis. You will promptly notify Elevated of any charge, conviction, license action, or other matter that could affect your suitability to work with minors.

4.2 Safeguarding and Conduct

• You will conduct all interactions with students within the Platform and through channels Elevated approves, and will not move communications with a minor student to private or unmonitored channels except as Elevated permits;
• You will not meet a minor student in person outside the scope Elevated and the parent have authorized;
• You will maintain appropriate professional boundaries and comply with Elevated's safeguarding policies;
• A parent or guardian authorization governs each minor student's participation, and you will operate within the scope of that authorization.

4.3 Mandatory Reporting

You are responsible for understanding and complying with any child-abuse or child-safety reporting obligations that apply to you under the laws of the jurisdictions in which you operate. If you form a reasonable suspicion that a student is at risk of harm, you will act in accordance with applicable law and promptly notify Elevated at safety@elevatedstudents.ai, except where notifying Elevated would conflict with a legal reporting obligation or the safety of the student.

5. Data Protection and Privacy

Elevated and you are independent controllers, and each party is responsible for its own privacy notices, legal basis, and handling of the Family Data it holds. Elevated provides the family with its own privacy notice and obtains the parental authorization and student assent needed for Elevated's processing; you are responsible for any notice, consent, or engagement agreement your own advisory relationship requires. You will process Family Data in accordance with Exhibit A (Data Sharing Terms), the Elevated Students Privacy Policy, and applicable law. You will:

• Process Family Data only to provide your Services to the Assigned Family, and not for unrelated marketing, resale, or any other purpose;
• Not sell or share Family Data;
• Keep Family Data confidential and apply the security measures described in Exhibit A;
• Handle rights requests as to your own records, cooperate with Elevated on requests that touch shared data, and cooperate on breach response, so a family's request or a security incident is addressed by the party that holds the data;
• Notify Elevated without undue delay, and in any event within 48 hours, of any actual or suspected security incident affecting shared Family Data, at security@elevatedstudents.ai;
• On termination or on the family's valid request, return or securely delete Family Data you hold, except to the extent you must retain it under your own legal or professional obligations, in which case you will limit its use to that purpose.

A request the family makes to Elevated (for example, to delete data) applies to Elevated's records and does not by itself require you to delete your separate records, and the reverse is also true; each controller acts on requests for the data it holds. You certify that you understand and will comply with these obligations.

6. AI Outputs and Professional Responsibility

The Platform generates data-derived analytical indicators, including assessments, portraits, developmental observations, discovery insights, and AI assistant responses, to support your professional judgment. These outputs are not clinical assessments, psychological evaluations, diagnoses, or professional determinations, and may contain errors or omissions. You are responsible for independently exercising professional judgment, for verifying any output before relying on it, and for the advice and guidance you provide to Assigned Families. Elevated does not make educational, psychological, medical, financial, or other professional determinations on your behalf or on behalf of families.

7. Compliance with Law

• You will comply with all laws applicable to your Services, including professional licensing, advertising, and disclosure requirements;
• Where voice sessions are recorded, you will comply with applicable recording-consent laws, including all-party-consent requirements in the states where your sessions occur, and rely on the recording notice and parental consent mechanisms Elevated provides;
• You will comply with laws applicable to working with minors, including safeguarding and mandatory-reporting obligations.

8. Confidentiality

Each party will hold the other's Confidential Information in confidence and use it only to perform this Agreement. Elevated's Confidential Information includes the Platform's technology, non-public pricing, and roadmaps. Family Data is Confidential Information of Elevated and the applicable family and remains subject to confidentiality indefinitely. These obligations do not apply to information that is public through no breach, was rightfully known without restriction before disclosure, is independently developed without use of the other's Confidential Information, or is required to be disclosed by law (with prompt notice where permitted).

9. Intellectual Property

Elevated and its licensors own all right, title, and interest in the Platform, including software, AI features and configurations, assessments, workflows, and all platform-generated outputs and derived insights. You retain ownership of your Advisor Materials and grant Elevated a limited license to use them only as necessary to provide the Platform to you. Platform-generated outputs relating to an Assigned Family are made available to you through the Platform for use in providing your Services to that family. As independent controllers, Elevated and you are each responsible for the Family Data each holds; this Section allocates intellectual-property ownership in the Platform and does not change either party's data-protection responsibilities under Section 5 and Exhibit A. Any feedback you provide about the Platform may be used by Elevated without obligation to you.

10. Compensation and Billing on Your Behalf

You set the fee for your Services. Your fee, and any platform usage fee you pay to Elevated for use of the Platform tools, are set out in a separate fee schedule. Elevated does not set your fee and does not deduct a commission from it; Elevated's own charge is a separate platform usage fee for the tools you use, in the amount stated in the fee schedule. The schedule also states how your fee is shown to the family and when the payment processor releases your share to you.

As a convenience, Elevated may collect payment from the family on your behalf as your agent, as a payment-facilitation service, and your fee is shown to the family as your own separate charge rather than bundled into Elevated's charges. Collecting payment on your behalf does not make Elevated the provider of your services or a party to your engagement agreement with the family; you remain the independent provider, and the family contracts with you directly for your services.

10.1 Payment on Deliverables; Funds Held by the Processor

Your fee is earned and paid as deliverables are met, not hourly. The family's payment for a service package is collected in advance and held by Elevated's third-party payment processor, and your share is released to your connected account by the processor as you meet the agreed deliverables. Elevated does not hold these funds in its own accounts while they are pending; they are held by the processor. This structure is intended so that Elevated does not take custody of funds in transit and does not act as a money transmitter.

10.2 Incomplete Packages

Your fee is earned as your Services are delivered. If a family cancels or does not complete a package, you are paid for the sessions you delivered, and for any session that was reserved and made available but that the family chose not to attend, to the extent a disclosed cancellation policy treats that reserved session as earned. Amounts held by the payment processor for sessions that were neither delivered nor reserved are unearned and are returned to the family; neither you nor Elevated retains them. You have no claim to amounts for services you did not deliver, and Elevated does not retain your unearned coaching fees. You are responsible for your own expenses and taxes.

11. Non-Solicitation and Non-Circumvention

During the term and for twelve (12) months after termination, you will not use Family Data or Elevated's Confidential Information to solicit, divert, or take any Assigned Family off the Platform, or to circumvent Elevated's relationship with any Assigned Family. This section does not restrict your relationships with clients you had independently of Elevated and did not obtain through the Platform. Nothing in this section restricts a family's own right to choose its providers; the restriction applies to your use of Elevated's data and relationships. This restriction does not apply to the extent it is prohibited by applicable law, including for an Advisor whose principal place of business is in California (California Business and Professions Code section 16600), whose obligations under this Section are limited to the protection of Elevated's Confidential Information and Family Data.

12. Warranties, Disclaimers, and Insurance

12.1 Your Warranties

You represent that you have the authority and qualifications to provide the Services, that your Services will comply with applicable law and professional standards, and that you will maintain the confidentiality and security of Family Data as required.

12.2 Platform Disclaimer

EXCEPT AS EXPRESSLY STATED, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PLATFORM OUTPUTS ARE DATA-DERIVED ANALYTICAL INDICATORS AND DO NOT CONSTITUTE CLINICAL ASSESSMENTS, EVALUATIONS, OR DIAGNOSES.

12.3 Insurance

You will maintain professional liability (errors and omissions) and general liability insurance appropriate to your Services, in amounts no less than the minimums Elevated specifies (recommended default minimums, which Elevated may adjust for a given Advisor: professional liability (errors and omissions) of $1,000,000 per claim and $1,000,000 in the aggregate, and commercial general liability of $1,000,000 per occurrence and $2,000,000 in the aggregate), and will provide proof of coverage upon request.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. ELEVATED'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID TO YOU BY ELEVATED IN THE TWELVE (12) MONTHS BEFORE THE CLAIM. THESE LIMITS DO NOT APPLY TO YOUR INDEMNIFICATION OBLIGATIONS, YOUR BREACH OF THE DATA PROTECTION OR CONFIDENTIALITY OBLIGATIONS, OR EITHER PARTY'S FRAUD OR WILLFUL MISCONDUCT, OR ANY LIABILITY THAT CANNOT BE LIMITED OR WAIVED UNDER APPLICABLE LAW.

14. Indemnification

You will defend, indemnify, and hold harmless Elevated and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your Services or professional conduct; (b) your breach of this Agreement, including the data protection, safeguarding, and confidentiality obligations; (c) your violation of applicable law or professional or licensing requirements; or (d) any claim by an Assigned Family or student arising from your Services. Elevated will defend and indemnify you against third-party claims that the Platform, used in accordance with this Agreement, infringes a U.S. intellectual property right, excluding claims arising from your Advisor Materials or your misuse of the Platform.

15. Term and Termination

This Agreement begins when you accept it and continues until terminated. Either party may terminate for convenience on thirty (30) days' written notice. Elevated may suspend or terminate your access immediately for breach, for any conduct that poses a risk to a student or family, if required by law, or if your background screening or credentials no longer meet Elevated's requirements. On termination, your license and access end, you will cease Platform use and return or delete Family Data in accordance with Exhibit A, and Sections 1.1, 5, 8, 9, 11, 12, 13, 14, and 16 survive. Families that Elevated originated remain Elevated's customers; for a family you brought to the Platform, the parties' respective rights on termination are as set out in the applicable fee or engagement schedule, subject to the family's own free choice of provider and the non-solicitation limits in Section 11.

16. Dispute Resolution and General Provisions

16.1 Arbitration

Any dispute arising out of or relating to this Agreement will first be addressed through good-faith negotiation for thirty (30) days, and then resolved by binding arbitration administered by JAMS before a single arbitrator, seated in Salt Lake County, Utah (proceedings may be conducted remotely), on an individual basis. Neither party may bring a claim as a class, collective, or representative action. Either party may bring an individual claim in small claims court or seek emergency injunctive relief in court. Any dispute not subject to arbitration will be resolved exclusively in the state or federal courts in Salt Lake County, Utah. The Federal Arbitration Act governs this section.

16.2 Governing Law; Assignment; Amendment; Notices

This Agreement is governed by the laws of the State of Utah, without regard to conflict-of-law principles. Nothing in this Agreement waives any right or protection that applicable law does not permit to be waived. You may not assign this Agreement without Elevated's prior written consent; Elevated may assign it, in whole or in part, without notice to or consent from you, to an affiliate or subsidiary or to a successor entity in connection with a merger, acquisition, asset sale, corporate restructuring, reorganization, financing, change of control, or sale of all or substantially all of its assets or business. This Agreement binds and benefits the parties and their respective successors and permitted assigns. Elevated may amend this Agreement on thirty (30) days' notice, and material amendments may require re-acceptance through a click-through. Notices to Elevated go to legal@elevatedstudents.ai. If any provision is unenforceable, it is modified or severed and the rest remains in force. This Agreement, with Exhibit A and any fee schedule, is the entire agreement between the parties on this subject.

17. Advisor-Originated Clients

This Agreement uses a single data relationship for every Assigned Family, whether Elevated originated the relationship or you brought the family to the Platform. In both cases, Elevated and you are independent controllers sharing Family Data under Exhibit A to serve that family. This is intentional, so that one model governs both situations and you do not move between different legal arrangements depending on how a family arrived.

What differs for a family you bring is the commercial arrangement, not the data roles. Revenue sharing, fees, billing, and any product scope for advisor-originated clients (for example, an emphasis on college planning with expanded modules) are set out in a separate fee or engagement schedule, which may differ from the terms for Elevated-originated families. Where you bring your own client, you may already have, or may enter, your own engagement agreement directly with that family for your advisory services; that agreement is between you and the family and does not make Elevated a party to it. Elevated may bill the family on your behalf as a payment facilitation convenience where the schedule so provides, without becoming the provider of your advisory services.

Exhibit A: Data Sharing Terms (Independent Controllers)

These Data Sharing Terms govern the sharing of Family Data between Elevated and you, where each party is an independent controller. They are a controller-to-controller data sharing agreement, not a processor agreement, and they allocate the shared responsibilities so that each party knows what it must do.

A.1 Roles and Permitted Purpose

Elevated and you are each independent controllers of the Family Data each holds. Family Data is shared between the parties only as authorized by the family and only so that each party can serve that family: Elevated to operate the Platform and deliver its product, and you to provide your advisory and coaching Services. Each party will process shared Family Data only for that permitted purpose. Neither party will sell or share Family Data, use it for cross-context behavioral advertising, or use it for any purpose unrelated to serving the family.

A.2 Legal Basis, Notice, and Consent

Each party is responsible for having a lawful basis for its own processing and for the notices and consents its own processing requires. Elevated provides the family its privacy notice and obtains the parental authorization and student assent needed for Elevated's processing. You are responsible for any additional notice or consent your advisory relationship requires. Neither party relies on the other to discharge its own transparency obligations.

A.3 Confidentiality and Security

Each party will keep Family Data confidential and, as an independent controller, is responsible for the security of the Family Data it holds. You will implement and maintain reasonable technical and organizational security measures appropriate to the sensitivity of the Family Data and the size and nature of your practice. You may use your own personal devices to access and hold Family Data, provided reasonable safeguards are in place. At a minimum, you will: protect any device used to access or store Family Data with a login or passcode and device encryption, such as the full-disk encryption built into current phones, tablets, and computers; protect the accounts you use to access the Platform or store Family Data with strong, unique credentials and multi-factor authentication where the service offers it; keep Family Data encrypted in transit and at rest by using reputable services and storage that provide encryption, and avoid sending Family Data through unencrypted channels; keep your devices, operating systems, and applications up to date and run reputable security software; lock or log out of devices when unattended; not store Family Data on shared, public, or unsecured computers or in unsecured cloud folders; and limit access to Family Data to yourself and any staff who need it and are bound by confidentiality. Elevated maintains its own security program for the Platform under its Written Information Security Policy; you are not required to meet Elevated's internal enterprise standards, but you remain responsible for securing the Family Data you hold.

A.4 Rights Requests

Each party handles the family's access, correction, deletion, and opt-out requests as to the data that party holds, and the parties cooperate in good faith on any request that touches shared data. A request made to one party does not automatically bind the other; each party acts on requests for its own records. Each party will act on a valid deletion request for its own records within the timeframes required by applicable law, subject to lawful retention exceptions. Where a Parent, as the Student's legal guardian, requests a Student's underlying records, each party responds as to the records it holds. Elevated's intent to notify the account when it discloses such information applies to Elevated's own disclosures; you are responsible for your own records and for any notice you give regarding them.

A.5 Incidents

Each party will notify the other without undue delay, and in any event within 48 hours of discovery, of any actual or suspected security incident affecting shared Family Data, at security@elevatedstudents.ai, and will cooperate on investigation and on any notifications required by law. Each party is responsible for notifications arising from an incident affecting the data it holds.

A.6 Onward Providers

Each party will limit access to shared Family Data to personnel who need it and are bound by confidentiality, and will ensure that any service provider it uses to process shared Family Data is bound by a data processing agreement with terms at least as protective as these.

A.7 Return or Deletion; Cooperation

On termination, or on a family's valid request as to the data a party holds, that party will return or securely delete the Family Data in its possession, except to the extent it must retain it under its own legal or professional obligations, in which case it will limit use to that purpose. Each party will provide the other information reasonably necessary to demonstrate compliance with these terms on request.

A.8 Certification

Each party certifies that it understands and will comply with these Data Sharing Terms.

Legal: legal@elevatedstudents.ai | Privacy: privacy@elevatedstudents.ai | Safety: safety@elevatedstudents.ai | Support: support@elevatedstudents.ai

Mailing address: Elevated Students, c/o Elevated Environments, 7533 S Center View Ct #5889, West Jordan, UT 84084