Terms & Conditions

Effective date: September 3, 2026

Introduction

YESCO Franchising LLC dba YESCO Management Solutions and its affiliates (“YESCO”) will provide without limitation a portfolio of programs for fostering practices of leadership, management, training, coaching, collaboration, and maintenance of organizational standards.

YESCO makes the portfolio of programs available primarily through a hosted software platform (the “Platform”). The content, frameworks, and methodologies made available through the Platform are the “Programs”, and together with related coaching (“Coaching Sessions”) and support, are the “Services”.

“Client” refers to the registered organization. “Authorized Users” means the individuals the Client permits to access the Services under its subscription. “Customer Data” means information the Client and its Authorized Users submit to, or generate within, the Platform.

The Terms and Conditions set forth below apply to all services by YESCO to the Client and constitute a contract for service(s). “This Agreement” means these Terms and Conditions together with the Data Processing Agreement, registration forms, transaction forms, and any document expressly incorporated by reference.

Acceptance

These Terms and Conditions are to be reviewed and accepted by a representative of the organization at the time of registration via a registration form, commencing a contractual relationship between the parties. Access to or use of the Platform also constitutes acceptance of these Terms and Conditions. Additionally, participation in the initial Coaching Session implies acceptance of the Terms and Conditions.

Independence

The Client retains YESCO to facilitate in providing without limitation a portfolio of programs for fostering practices of leadership, management, training, coaching, collaboration and maintenance of organizational standards. The Client acknowledges YESCO is not employed by or an agent of the Client, acts as an independent contractor providing the Services described above, and has no authority to act on the Client's behalf. YESCO shall use commercially reasonable efforts in the performance of its duties under this Agreement and shall spend sufficient time fulfilling its obligations to the Client.

License and Restrictions

Subject to these Terms and Conditions, YESCO grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the subscription to access and use the Services for the Client's internal business purposes, and to permit its Authorized Users to do the same. YESCO retains all right, title, and interest in and to the Platform and the Programs; except for this limited license, no rights are granted to the Client. The Client and its Authorized Users shall not:

  • copy, modify, translate, or create derivative works of the Services or Programs;
  • reverse engineer, decompile, or attempt to derive source code, except as permitted by law;
  • sell, resell, rent, lease, sublicense, distribute, or make the Services available to any third party, or use them on a service-bureau basis;
  • share login credentials, or allow access by anyone other than a permitted Authorized User;
  • access the Services to build a competing product or to copy their features or content;
  • scrape, crawl, or use automated means to extract data, or circumvent usage limits or security; or
  • use the Services unlawfully, or to store or transmit infringing, defamatory, or malicious material.

A Client's engagement in any of these behaviors shall provide YESCO discretionary termination rights under this Agreement.

Additionally, the Client acknowledges that any breach of the License and Restrictions section may cause YESCO irreparable harm for which monetary damages would be an inadequate remedy, and that YESCO shall be entitled to seek injunctive or other equitable relief, without the necessity of posting a bond, in addition to any other remedies available.

Platform Availability and Support

YESCO will use commercially reasonable efforts to keep the Platform available, aside from planned maintenance and events beyond its reasonable control.

Platform Accounts and Authorized Users

The Client is responsible for its Authorized Users' compliance with these Terms and Conditions, for the accuracy of information they provide, and for all activity under its accounts. The Client shall keep login credentials confidential, use reasonable security practices, and promptly notify YESCO of any unauthorized access.

Client Information

The Client represents and warrants that documents and internal information furnished to YESCO are true and correct. Such documents and internal information furnished by the Client will be relied upon by YESCO in rendering advice and making recommendations. The Client shall indemnify and hold YESCO harmless from any claim or liability which may arise on account for which outdated or inaccurate information was submitted by the Client.

Customer Data and Privacy

As between the parties, the Client owns its Customer Data. The Client grants YESCO a limited license to host, process, and use Customer Data solely to provide and support the Services. With respect to personal information within Customer Data, YESCO acts as the Client's service provider/processor, and its processing is governed by the Data Processing Agreement, which is incorporated into and forms part of this Agreement. YESCO's handling of personal information is described in its Privacy Policy. YESCO maintains reasonable technical and organizational safeguards, including encryption in transit and at rest, logical tenant isolation, and access controls.

On termination, the Client may request its Customer Data for up to thirty (30) days from the termination date, and YESCO will promptly provide it. After thirty (30) days, YESCO may delete it, subject to the Data Processing Agreement and any legally required retention. YESCO may create and use aggregated or de-identified data that does not identify the Client or any individual to analyze, improve, and promote the Services.

Client Communication

The Client understands YESCO is not employed by the Client creating the need for a collaborative, professional relationship where mutual professional respect, courtesy and consideration are expected. The Client agrees to respond to communications, questions, and requests from YESCO in a timely manner. The Client understands YESCO has other clients to serve, and require fair, reasonable notice in order to attend to requests and projects.

Client Requests

In the event additional information, changes, or modifications regarding facilitation of the program are desired, beyond altering the Terms and Conditions of this agreement, the Client must submit such requests in writing. YESCO shall use commercially reasonable efforts to respond to Client Requests within three (3) business days but no later than five (5) business days.

Coaching Sessions

Unless otherwise agreed upon by both parties, coaching sessions will be conducted by video conference. Coaching session duration, frequency and schedule will be established and agreed upon by both parties at the initial session. Session duration, frequency, and schedule can be updated throughout the life of the engagement as agreed upon by both parties. Agenda of video conference calls will vary from call to call conditioned on program next steps.

Coaching Session Cancellation and Rescheduling

In the event the Client or YESCO must cancel and reschedule a coaching session, parties must provide at least 24 hours express written notice. In exceptional circumstances where notice cannot be given within the aforementioned timeframe, parties must act in good faith to provide notice at the earliest possible time. Cancellation of three or more coaching sessions without notice or failure to provide notice at the earliest possible time in exceptional circumstances shall provide YESCO discretionary termination rights under this Agreement.

Coaching Session Preparedness

The Client understands the value and usefulness of YESCO's service(s) is dependent upon implementation of the knowledge, skills, tools, and regimens provided by YESCO through active engagement and participation in coaching sessions. The Client shall spend sufficient time preparing for each coaching session which may include without limitation gathering information, completing program materials, implementing program regimens, or working on any other assigned project or task. The Client is expected to be prepared for each coaching session as determined by completion of task assignments. Failure to arrive prepared for three or more coaching sessions shall provide YESCO's discretionary termination rights under this Agreement.

YESCO's Responsibilities

YESCO will facilitate in providing without limitation a portfolio of programs for fostering practices of leadership, management, training, coaching, collaboration, and maintenance of organizational standards, conditioned on the programs purchased. Results are conditioned on the Client's ability to implement the knowledge, skills, tools, and regimens provided. YESCO does not expressly or impliedly guarantee or warrant any results of the Client. The Client's results are conditioned on variables beyond the control of YESCO.

Pricing

Client agrees to pay all fees reviewed and accepted during registration and any follow up transactions, including per-user monthly subscriptions and one-time program setup fees. All fees are exclusive of taxes; the Client is responsible for any applicable sales, use, or similar taxes, excluding taxes on YESCO's net income.

YESCO shall not be prohibited from providing additional packages and/or services as it determines appropriate.

Fee Waivers and Complimentary Access

YESCO may, in its sole discretion, waive some or all fees for a Client or designate a Client as receiving complimentary or pro bono access. Any such waiver applies only to the specific Client, programs, and period identified by YESCO in writing, and does not establish an ongoing entitlement or apply to any other Client, program, or period. Except for the waived fees, all other Terms and Conditions continue to apply to the Client. YESCO may modify or discontinue a fee waiver upon written notice, after which the Client's continued use of the Services will be subject to the then-current fees in accordance with the Pricing section.

Payment

YESCO will withdraw funds using the payment method on file. Funds withdrawn are non-refundable except as expressly established by these Terms and Conditions. Failure to pay for services, in full, and in a timely manner, shall provide YESCO discretionary termination rights under this Agreement.

Renewal and Non-Renewal

Each per-user subscription automatically renews for successive monthly periods at the then-current fees, unless either party provides notice of non-renewal. The Client may elect not to renew by providing YESCO written notice of non-renewal, at least five (5) business days before the end of the then-current period. YESCO may elect not to renew, or may change the fees applicable to a renewal period, by providing the Client written notice at least thirty (30) days before the end of the then-current period. Non-renewal or cancellation takes effect at the end of the then-current period for which fees have been paid, and fees already charged are non-refundable in accordance with the Refunds section.

Unless you notify us five (5) business days before a charge that you would like to cancel or do not want to renew your enrollment in the Services, you understand your enrollment will continue and you authorize YESCO to collect the then applicable fee using any eligible payment method on record.

Refunds

YESCO does not offer refunds of any kind, including for unused or unfinished Coaching Sessions. YESCO does not offer the ability to transfer unused Services to other users at any time.

Confidentiality

The Client and YESCO agree each shall treat as confidential all information provided by each party regarding such party's products, processes, designs and/or systems, intellectual property, proprietary information, technology and any information a reasonable person would consider confidential.

All materials and other tangible objects containing or representing confidential information and all copies thereof which are in the possession of the recipient shall be and remain the property of the originating party and shall be promptly returned to it upon its request.

The Client acknowledges any product, process, design and/or system, intellectual property, proprietary information provided and shared by YESCO in pursuit of its obligations to the Client are trade secrets constituting great value to YESCO and must remain as such.

The Client also acknowledges that any breach of the Confidentiality section may cause YESCO irreparable harm for which monetary damages would be an inadequate remedy, and that YESCO shall be entitled to seek injunctive or other equitable relief, without the necessity of posting a bond, in addition to any other remedies available.

Non-Compete

To that end the Client shall not directly or indirectly (unless authorized by YESCO):

  1. divulge or authorize any third party to use any product, process, design and/or system, intellectual property, proprietary information, technology provided by YESCO in fulfilling its obligations to the Client at any time during the duration of this engagement and for a two (2) year period following the termination of this engagement; or
  2. act as or be an officer, director, stockholder, consultant or advisor, partner or employee of, or otherwise become affiliated with, any third party that engages in or is planning or preparing to engage in competition with YESCO at any time during the duration of this engagement and for a two (2) year period following the termination of this engagement; or
  3. solicit or authorize any third party to solicit business from clients for similar Services of YESCO or persuade clients to cease or reduce its business with YESCO at any time during the duration of this engagement and for a two (2) year period following the termination of this engagement; or
  4. provide similar Services to clients of YESCO at any time during the duration of this engagement and for a two (2) year period following the termination of this engagement; or
  5. use, or authorize any third party to use any product, process, design and/or system, intellectual property, proprietary information, technology provided by YESCO in fulfilling its obligations to the Client for material gain at any time.

A Client's engagement in any of these behaviors shall provide YESCO discretionary termination rights under this Agreement.

Additionally, the Client acknowledges that any breach of the Non-Compete section may cause YESCO irreparable harm for which monetary damages would be an inadequate remedy, and that YESCO shall be entitled to seek injunctive or other equitable relief, without the necessity of posting a bond, in addition to any other remedies available.

Non-Solicitation

During the term of this agreement and for one year afterward, YESCO and the Client agree that neither will solicit nor recruit any individual who is an employee of YESCO or an employee of the Client, without the express permission of the other party.

Termination of Engagement

Notwithstanding any provisions or language in this Agreement to the contrary, YESCO may suspend or terminate access to the Platform for use that violates the stipulations of any section of this Agreement or poses a security or legal risk.

In addition, several sections of this Agreement each independently grant YESCO discretionary rights to terminate this Agreement, including: the License and Restrictions section (prohibited uses of the Services or Programs); the Coaching Session Cancellation and Rescheduling section (cancellation of three or more sessions without notice); the Coaching Session Preparedness section (failure to arrive prepared for three or more sessions); the Payment section (failure to pay in full and on time); and the Confidentiality and Non-Compete sections (breach of the confidentiality or restrictive covenants). These termination rights are cumulative and in addition to any other rights or remedies available to YESCO at law or in equity.

On termination or expiration, the license granted above ends and the Client must stop using the Services, subject to the export and deletion terms in the Customer Data and Privacy section.

No Assurance on Financial Data

Facilitation of some services is dependent on data available to YESCO and information provided by the Client. YESCO will not examine, compile or verify any financial information. YESCO will not express any opinion or other form of assurance on financial statements of the Client. In the event services involve prospective financial forecasting, YESCO's work will not constitute an examination or compilation, or apply agreed-on procedures, in accordance with standards established by the American Institute of Certified Public Accountants or otherwise, and YESCO will express no assurance of any kind on such information. YESCO makes no guarantees and takes no responsibility for the achievability of projected results.

Disclaimer of Warranty

YESCO does not expressly or impliedly guarantee or warrant any results of the Client. The Client's results are conditioned on variables beyond the control of YESCO. Other than as expressly set out in these Terms, YESCO does not make any specific promises about its Services. Services are provided “as is”.

Limitation of Liability

Neither party shall be liable to the other or any third party for any special, consequential, exemplary or incidental damages (including lost or anticipated revenues or profits relating to the same, or cost of procurement of substitute products, services, or technology), arising from any claim relating to this agreement or the subject matter hereof, whether such claim is based on warranty, contract, tort (including negligence or strict liability), or otherwise, even if an authorized representative of such party is advised of the possibility or likelihood of the same. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. In no event shall either party's aggregate liability to the other exceed the amounts paid by the Client to YESCO hereunder.

The limitations in this section shall not apply to: (a) the Client's breach of the License and Restrictions, Confidentiality, or Non-Compete sections; (b) the Client's infringement or misappropriation of YESCO's intellectual property; or (c) the Client's indemnification obligations under this Agreement.

Indemnification

The Client, to the extent permissible by law, will indemnify YESCO against any and all claims arising out of or related to the services performed under this Agreement. The Client shall not have an obligation to indemnify YESCO if the claim is determined by a non-appealable judgment arising from bad faith, willful misconduct, or gross negligence in performing the services.

Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement, other than payment obligations, to the extent the delay or failure results from causes beyond its reasonable control, including without limitation acts of God, natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, governmental action, labor disputes, power or telecommunications failures, and failures or disruptions of hosting, internet, or third-party service providers. The affected party shall use commercially reasonable efforts to notify the other party and to resume performance as soon as reasonably practicable. If a force majeure event continues for more than thirty (30) consecutive days, either party may terminate the affected Services or this Agreement upon written notice, without liability arising solely from such termination.

Insurance

YESCO represents that it maintains, and shall maintain during the term of this Agreement, insurance coverage of the types and in amounts reasonably appropriate for its business. Upon the Client's written request, YESCO shall provide a certificate of insurance evidencing such coverage.

Governing Law and Arbitration

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without giving effect to any choice of law provisions.

Any dispute or claim arising out of or relating to services covered by this agreement or any other Services hereafter provided by YESCO to the Client shall, in good faith, be resolved through negotiation.

If a resolution is not reached within 30 days, then, upon notice by either party, all disputes, claims, questions, or differences shall be settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules. Arbitration shall take place in Salt Lake City, Utah. Judgment on any arbitration award may be entered in any court having jurisdiction. The Arbitrator shall cause its written decision to be delivered to all parties involved in the dispute and is directed to enter a default judgment against any party refusing to participate in the arbitration proceeding within thirty days of any deadline for such participation. Any decision made in Arbitration shall be final, binding and conclusive on the parties to the dispute, and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The prevailing party shall be awarded its costs, including attorneys' fees, from the non-prevailing party as part of the arbitration award. Any party shall have the right to seek injunctive relief from any court of competent jurisdiction in any case where such relief is available. The prevailing party in such injunctive action shall be awarded its costs, including attorney's fees, from the non-prevailing party.

It is agreed that no claim arising out of services rendered pursuant to this agreement shall be asserted more than two years after the date of the last work performed by YESCO.

In the event YESCO is requested, or authorized by the Client, or is required by government regulations, subpoena or other legal process to produce its documents or personnel as witnesses regarding its engagements for the Client, the Client will reimburse YESCO for its time and expenses and the incurred fees and expenses of its counsel in responding to or complying with such requests, so long as YESCO is not a party to the proceeding in which the information is sought.

Survival

The License and Restrictions, Customer Data and Privacy, Confidentiality, Non-Compete, Non-Solicitation, Limitation of Liability, Indemnification, and Governing Law and Arbitration sections survive termination or expiration of this Agreement.

Severability

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Assignment

Neither party may assign or transfer this Agreement, or any of its rights or obligations under it, without the prior written consent of the other party, except that either party may assign this Agreement, without such consent, to an affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void. This Agreement shall bind and inure to the benefit of the parties and their permitted successors and assigns.

Notices

Any notice required or permitted under this Agreement must be in writing and will be deemed given: (a) when delivered personally; (b) when sent by email to the address associated with the party's account or registration, upon confirmation of transmission; (c) three (3) business days after being sent by nationally recognized overnight courier; or (d) five (5) business days after being sent by certified or registered mail, return receipt requested.

Notices to YESCO must be sent to managementsolutions@yesco.com (b), or to YESCO Management Solutions, 2401 S Foothill Dr., Salt Lake City, Utah 84109 (a, c, d). Notices to the Client will be sent to the contact information provided in the Client's registration form or account. Each party is responsible for keeping its contact information current. YESCO and its affiliates may also provide notice of changes to these Terms or the Data Processing Agreement by posting a revised version and notifying the Client as described in the Entire Agreement section.

Entire Agreement

This Agreement contains the entire understanding of the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, whether written or oral. If there is a conflict, the following order of precedence governs: (1) any Regulatory Addendum executed by both parties, as to the category of personal data and the regulatory regime it covers; (2) the Data Processing Agreement, as to the processing of personal data; (3) the registration form/order, as to commercial terms; (4) these Terms and Conditions. The Privacy Policy is provided for informational purposes and does not form part of this Agreement.

YESCO may modify these Terms and the Data Processing Agreement by posting a revised version and giving the Client notice at least thirty (30) days before the change takes effect at the start of the next renewal period; the Client's continued use of the Services after that date constitutes acceptance, and the commercial terms in the registration form will not be changed unilaterally. Except as provided in the preceding sentence, no change, termination, or attempted waiver of any of the provisions shall be binding unless in writing and signed by the party against whom the same is sought to be enforced.