October 1, 2014
THE FOLLOWING DESCRIBES THE TERMS ON WHICH COACH360 OFFERS YOU ACCESS TO OUR WEBSITES, SERVICES AND PLATFORM:
We reserve the right to modify the Agreement at any time. When this occurs, we will revise the "Revision date" at the top of this Agreement, and you can view the most recent version at http://www.coach360.com/terms/. ItŐs your responsibility as a user to review the most recent version of the Agreement frequently and remain informed about any changes to it. By continuing to use the Platform, you consent to any updates to this Agreement. This version of the Agreement supersedes all earlier versions, and comprises the entire agreement between you and Coach360 regarding the Platform. By accessing or using the Platform, you accept this Agreement and any modifications that we may make to this Agreement from time to time. If you do not agree to any provision of this Agreement, you should not use the Platform.
Our Platform provides our users with many unique resources to facilitate creating and locating people that are highly compatible with you based on your answers to many questions and in many cases, your Facebook profile.
You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our Platform, including without limitation your participation in or involvement with anyone you match up with and meet in person. You also agree to comply with all applicable laws, statutes, ordinances and regulations regarding the transmission of technical data exported from the United States or the country in which you reside.
2.1 Eligibility. Our Platform is available to all individuals who are at least 18 years old. By registering to use our Platform, you represent and warrant that you are at least 18 years of age. Additional eligibility requirements for a specific event may be set by the creator of the event. We have the right, in our sole discretion, to suspend or terminate your use of our Platform and refuse any and all current or future use of all or any portion of our Platform.
2.2 Password/Security. When you complete our registration process you will create a password that will enable you to access our Platform. You agree to maintain the confidentiality of your password, and are fully responsible for all liability and damages resulting from your failure to maintain that confidentiality and all activities that occur through the use of your password. You agree to immediately notify us of any unauthorized use of your password or any other breach of security. You agree that Coach360 cannot and will not be liable for any loss or damage arising from your failure to comply with password or security issues.
General. Access to our
websites and use of selected features of our Platform is currently free. We may
charge fees in the future to ensure quality or the Platform but we will notify
you of those charges at the time that we offer you the premium features or
services. We may, in our sole discretion, and by notifying you on our website,
change this policy and begin charging for access to our website and other
features and services, and we may, in our sole discretion, add, remove or
change the features and services we offer or the fees (including the amount or
the type of fees) we charge at any time. If we introduce a new service or
charge a new fee, we will establish and notify you of the fees for that service
at the launch of the service or start of charging a new fee. If we notify you
of new fees or change the fees for an existing service, you agree to pay all
fees and charges specified and all applicable taxes for your continued use of
the applicable service. We are not responsible for any charges or expenses you
incur resulting from being billed by us in accordance with these Terms of
Service (e.g., overdrawn accounts, exceeding account limits, etc.).
3.2 Fees Assessed by Creators or Hosts; Payments to Creators or Hosts. Some Creators or Hosts may require or request fees for membership into a specific Event. These or other event costs are at the discretion of each Creator or Host, who decides whether such fees are required, the amount frequency, payment options, refund policies, and how such fees are spent. You may also have the option to make voluntary contributions to particular Creators or Hosts. Fees assessed by Creators or Hosts are remitted to the Creator or Host and not to Coach360. To the extent that you use PayPal or any other payment mechanism (e.g., check or cash), to pay fees assessed by a Creator or Host, you acknowledge that Coach360 does not control the transaction, and that you bear all risk in connection with the transaction. Refunds of any payment you make to any Creator or Host are subject to that Creator's or Host's policies and applicable law. If you believe any payment to a Creator or Host is in error, you must contact the Creator or Host to seek resolution. You should use common sense and be careful in deciding whether to make a payment to a Creator or Host. Creators or Hosts have full discretion whether and how to spend money in connection with their Event. We cannot ensure that a Creator or Host is legitimate and truthful, that he or she will use payments as promised, or that you will be happy with how your payment used. Your correspondence or business dealings with, or participation in promotions of Coach360, including payment and related services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the applicable Creator or Host.
3.3 Consent to Disclosure. You acknowledge and agree that Coach360 may disclose Your Information if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to:(a) comply with a current judicial proceeding, a court order or legal process served on us or our website, (b) enforce this Agreement, (c) respond to claims that Your Information violates the rights of third parties; (d) protect the rights, property or personal safety of Coach360, its employees, users and the public; or (e) enable the transfer or sale to another entity of all or substantially all of our stock or assets in the line of business to which this Agreement relates, or upon any other corporate reorganization, subject to the promises made in this Agreement. We also may disclose any information about you to law enforcement or other government officials as we, in our sole discretion, believe necessary or appropriate, in connection with an investigation of fraud, intellectual property infringements, or other activity that is illegal or that we believe may expose us or you to legal liability.
4.1 Definition. "Your Information" is defined as any information post or other material you provide (directly or indirectly), including through the registration process on our website or in our app. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of your Public Information (as defined below).
Any of Your Information that, through the use of our Platform or otherwise, you submit or make available for inclusion on publicly accessible areas of our website is referred to as "Public Information" (your name (if provided) and location are considered Public Information); any other portion of Your Information shall be referred to as "Private Information." "Publicly accessible" areas of our website are those areas that are available either to some or all of our members (i.e., not restricted to your viewing only) or to the general public.
You understand that your Public Information may be accessible by and made public through syndication programs (including data feed tools) and by search engines, meta-search tools, crawlers, meta-crawlers and other similar programs.
4.2 Restrictions. In consideration of your use of our Platform, you agree that Your Information:
(a) shall not be fraudulent;
(b) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
(c) shall not violate any law, statute, ordinance or regulation;
(d) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
(e) shall not be obscene or contain, pornography, child pornography, or photographs of unclothed person(s);
(f) shall not contain any viruses, trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
(g) shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers;
(h) shall not link directly or indirectly to any materials to which you do not have a right to link to or include.
In addition, you agree that you will provide us with your valid, current email address, both at the time of your registration with us and from time to time as your email address changes.
5.1 Control. You, and not Coach360, are responsible entirely for all Public Information that you upload, post, email, transmit or otherwise make available via our Platform. We do not control your Public Information or the Public Information of or posted by other users and do not guarantee the accuracy or integrity of Your Information or the Information of or posted by other users. We dot not endorse any opinions expressed by you or other users. You understand that by using our Platform, you may be exposed to information that is offensive or indecent. We do not have any obligation to monitor, nor do we take responsibility for, Your Information, Public Information or information of or posted by other users. You agree that under no circumstances will Coach360, its directors, officers, shareholders, employees, consultants, agents, advisers, affiliates, subsidiaries or its third-party partners be liable in any way for any information, including, but not limited to, for any errors or omissions in Your Information or the Information of or posted by other users, or for any loss or damage of any kind incurred as a result of the use of Your Information or Information of or posted by other users posted, emailed, transmitted or otherwise made available in connection with our Platform, or for any failure to correct or remove information.
5.2 Grounds for Removal or Suspension. Notwithstanding any other provision of this Agreement, the following types of actions are cause for immediate removal, suspension or termination of your account:
(a) The use of our Platform to (including, without limitation, eligibility requirements):
(i) harm or intimidate another person in any way, including restricting or inhibiting any other user from using our Platform;
(ii) impersonate any person or entity (including Coach360, Coach360 staff and other members), or falsely state or otherwise misrepresent your affiliation with any person, through the use of similar email addresses, nicknames, or creation of false account(s) or any other method or device;
(iii) disguise the origin of any Public Information that is transmitted to any third party;
(iv) "stalk" or otherwise harass another;
(v) advertise merchandise, auctions, services or commercial websites, including offers to trade or charitable solicitations unrelated to the topic or spirit of Coach360;
(vi) resell Public Information or access to Public Information;
or (vii) collect or store personal data about other users;
(b) Posting any Public Information or other material:
(i) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, intimidating, vulgar, obscene, profane, libelous, invasive of another's privacy (including the posting of private emails or contact information about another individual), hateful, or racially, ethically or otherwise objectionable, including any Public Information or other material that may be considered hate speech;
(ii) that is obscene, pornographic or adult in nature;
(iii) that you do not have a right to make available under any law or under contractual or fiduciary relationships;
(iv) that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party or rights of publicity or privacy;
(v) that is unsolicited or unauthorized advertising, promotional materials, or any other form of solicitation (including, but not limited to, "spam," "junk mail," and "chain letters");
(vi) that is inappropriate
(vii) that uses the Platform primarily as a lead generator or listing service for another website or application;
(c) Encouraging others to violate this Agreement;
(d) Refusing to follow Coach360 employees instructions or directions;
(e) Violation (intentional or unintentional) of this Agreement, or of any applicable local, state, national or international law, statute, ordinance or regulation;
(f) Disclose the Private Information of any member of Coach360 without the permission of that member; or
(g) Transmit money to Coach360 or any Creator or Host through financial accounts that are stolen, fraudulent or otherwise unauthorized.
Your posting of other inappropriate actions, Public Information or other materials may also warrant removal and/or suspension from our website. Coach360 reserves the right to remove any post or other material without warning or further notice.
While we prohibit such conduct and content, you understand and agree that you may be exposed to such conduct or content and that you use the Platform at your own risk.
For purposes of this Agreement, "posting" includes uploading, posting, emailing, transmitting or otherwise making available. Without limiting the foregoing, Coach360 and its employees shall have the right to remove any Public Information or other material that violates this Agreement or is otherwise objectionable.
5.4 Interference with Platform.
You agree that you will not:
(a) upload, post, email, or otherwise transmit any computer routines, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(c) take any action that imposes an unreasonably large load on our infrastructure; or
(d) copy, reproduce, alter, modify, or publicly display any information displayed on our website or app (except for Your Information), or create derivative works from our website (other than from Your Information), to the extent that such action(s) would constitute copyright infringement or otherwise violate the intellectual property rights of Coach360 or another third party, except with the prior written consent of Coach360 or the appropriate third party.
5.5 General Practices Regarding Usage of the Platform. You acknowledge and agree that Coach360 may establish general practices and limits concerning the use of our Platform. You agree that we have no responsibility or liability for the storage or the deletion of, or the failure to store or delete, any of Your Information. You acknowledge that we reserve the right to log off users who are inactive for an extended period of time. In addition, you acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.
6.1 Meetings. Through our Platform we provide tools that enable our users to arrange physical meetings at places that include, but are not limited to, public parks, private homes or private enterprises (such as coffee shops). We do not supervise these places and are not involved in any way with the actions of any individuals at these places. As a result, we have no control over the identity or actions of the individuals who are present at these places, and we request that our users exercise caution and good judgment when attending these places.
6.2 Release. Because we do not supervise or control the places or events or interactions between members of Coach360 and because we are not involved in any way with physical transportation to or from these places or with the actions of any individuals at places or events, and because we do not control the credit card companies or other payment processing companies, and because we cannot guarantee the true identity, ages of people, nationality of Platform users, and because we have very limited control, if any, over the quality, safety, morality, legality, truthfulness or accuracy of various aspects of the Platform you agree that you bear all risk and you agree to release us (and our officers, directors, shareholders, agents, employees, affiliates, subsidiaries, and third party partners) and Creators or Hosts and those associated with Creators or Hosts from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, now and in the future, arising out of or in any way connected with your use of the Platform, your Third Party Transactions, our resolution of any disputes among users, and/or your transportation to or from, attendance at, or the actions of you or other persons at a place. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver. You waive and relinquish all rights and benefits which you have or may have or any similar provision of the statutory or non-statutory law of any other jurisdiction to the full extent that you may lawfully waive all such rights and benefits.
7.1 Interactions. You understand that some interactions, such as Coach360 service announcements and newsletters, as well as offers from sponsors or advertisers relevant to you are part of our Platform. By using our Platform, you expressly agree to receive such communications from Coach360. You may manage your subscriptions to Coach360 interactions in the Preferences tab of the Your Account page; however, some basic communications are a necessary part of our Platform and may not be disabled.
7.2 Interactions with Members of the Coach360 Community.
Your Creator or Host. By joining a Coach360 activity, you understand and agree that you may receive communication from your Creator or Host and their helpers in the normal course of utilizing our Platform. Your Creator's or Host's messages will be relayed to your email address through our Platform, which does not disclose your email address to the public.
7.3 Role of Creator and Host. You understand that the Creator or Host of a Coach360 activity in which you have joined has the right, in his or her sole discretion, to temporarily suspend, indefinitely suspend or terminate your membership in his or her Coach360 event, to charge fees in connection with membership in his or her Coach360 activity or event, limit or set eligibility requirements for Coach360 members. Please be aware that a Creator or Host is: (a) not Coach360's representative and therefore a Creator and Host may not enter into contractual relations or obligations on Coach360's behalf; (b) not entitled to enter into contractual relations on behalf of specific Coach360 members unless expressly agreed by those members; and (c) acting independently, and therefore no contractual relationship or obligation arises between a Creator/Host or an individual member unless otherwise agreed.
9.1 You agree to indemnify and hold us and our officers, directors, shareholders, agents, employees, consultants, affiliates, subsidiaries and third-party partners harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of your representations and warranties or this Agreement or the documents it incorporates by reference, your use of our Platform, Your Information, your violation of any law, statute, ordinance or regulation or the rights of a third party, your participation with Coach360 (whether the claim or demand is due to or arising out of your transportation to or from, attendance at, or the actions of you or other users at Coach360 events). Without limiting the foregoing, you, as a Creator or Host, agree to indemnify and hold us and our officers, directors, shareholders, agents, employees, consultants, affiliates, subsidiaries and third-party partners harmless from any claim or demand, including reasonable attorneys' fees, made by any Coach360 member or third party due to or arising out of your actions as an Creator or Host, including your use of money paid to you by members of your event.
10.1 Disclaimer of Warranties. Your use of our Platform is at your sole risk. Our Platform is provided to you "as is" and on an "as available" basis. We specifically disclaim all warranties and conditions of any kind, whether express, implied or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We disclaim any warranties regarding the security, reliability, timeliness, and performance of our Platform. We disclaim any warranties for any information or advice obtained through our Platform. We disclaim any warranties for services or goods received through or advertised on our Platform or received through any links provided by our Platform, as well as for any information or advice received through any links provided through our Platform.
In addition, no advice or information (written or oral) obtained by you from us shall create any warranty.
You understand and agree that you download or otherwise obtain material or data through the use of our Platform at your own discretion and risk and that you will be solely responsible for any damages to your computer system or loss of data that results from the download of such material or data.
10.2 Limitation of Liability. You agree that in no event shall Coach360 be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Coach360 has been advised of the possibility of such damages), arising out of or in connection with our Platform or this Agreement or the inability to use our Platform (however arising, including negligence), arising out of or in connection with Third Party Transactions or arising out of or in connection with your use of our Platform or transportation to or from Coach360 events, attendance at Coach360 events, participation in or exclusion from Coach360 activities or events and the actions of you or others at Coach360 events.
10.3 Exclusions. Some jurisdictions do not allow the exclusion or limitation of certain warranties or of incidental or consequential damages. Accordingly, some of the limitations may not apply to you.
11.1 Process. The parties will attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or relating to this Agreement including the documents it incorporates by reference, your use of our Platform, Your Information, your violation of any law or the rights of a third party, or your participation in Coach360 activities (whether the dispute, claim or controversy is due to or arising out of your transportation to or from, attendance at, or the actions of you or other users at Coach360 activities). In the event that the dispute, claim or controversy is not resolved by these negotiations, the matter will be submitted to the proper authorities for mediation. Nonetheless, legal action taken by Coach360 to collect any fees and/or recover damages for, or obtain an injunction relating to, our website or application operations, intellectual property or our Platform, shall not be submitted to mediation or arbitration except as otherwise agreed to in writing by Coach360. In addition, either you or Coach360 may seek any interim or preliminary relief from a Court of competent jurisdiction in New Jersey, necessary to protect the rights or property of you or Coach360 pending the completion of arbitration.
11.2 Negotiation. Either party may initiate negotiations by providing written notice in letter form to the other party, setting forth the subject of the dispute and the relief requested. The recipient of such notice will respond in writing within thirty (30) business days with a statement of its position on and recommended solution to the dispute. If the dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet in person or otherwise at a mutually agreeable time and place within forty-five (45) business days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the dispute.
11.3 Enforcement. The provisions of applicable sections may be enforced by any Court of competent jurisdiction in New Jersey.
11.4 Waiver. By agreeing to this Agreement you have, except as otherwise specified in all disputes, claims or controversies arising out of or relating to this Agreement decided by negotiation, neutral mediation and/or neutral arbitration as provided, and you are giving up any rights you might possess to have those matters litigated in a court or jury trial. Also, by agreeing to this Agreement you are giving up your judicial rights to discovery and appeal except to the extent that they are specifically provided for under this Agreement. If you refuse to submit to arbitration after agreeing to this provision, you may be compelled to arbitrate under federal or state law. Your agreement to this arbitration provision is voluntary.
14.1 We reserve the right at any time to modify or discontinue, temporarily or permanently, all or any portion of our Platform with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or termination of our Platform.
15.1 You agree that we, in our sole discretion, may issue a warning, temporarily suspend, indefinitely suspend, remove content or information you have posted, or terminate your account your status as a Creator or Host, or your ability to use all or any portion of our Platform for any reason, including, without limitation, (a) for lack of use, (b) if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or the documents or agreements it incorporates by reference, (c) if we are unable to verify or authenticate any information you provide to us, or (d) if we believe that your actions may cause legal liability for you, our users or us. You agree that any termination of your account or access to all or any portion of the Platform under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or our Platform. You also agree that we shall not be liable to you or any third party for any termination of your use of or access to all or any portion of the Platform. Termination or suspension of your use of our Platform will not result in refunds of membership fees paid, if any, and you will forfeit the remaining period of your paid membership, if any.
16.1 Copyrights and Trademarks of Others. Coach360 respects the intellectual property of others, and we ask our users to do the same. To the extent Coach360 uses a trademark that is the property of a third party, Coach360 will provide clear notice to anyone viewing Coach360's usage of that trademark that (a) Coach360 does not own the trademark and that the trademark is the property of a third party, (b) Coach360 has no affiliation, connection or association with that third party, and (c) if applicable, that third party has not approved or sponsored Coach360's use of the trademark in any way. We may, in appropriate circumstances and in our discretion, remove, or disable access to, material that infringes on the rights of others, and terminate access to our Platform to those who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our Copyright Agent the following information: 1.an electronic signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; 2.a description of the copyrighted work or other intellectual property that you claim has been infringed; 3.a description of where the material that you claim is infringing is located on the site; 4.your address, telephone number, and email address; 5.a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; 6.a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Anything to do with claims of copyright or other intellectual property infringement can be sent to email@example.com.
17.1 You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of Coach360's Platform, use of the Platform, or access to the Platform for any sales of goods or services, or promotion of a company, good, or service.
18.1 Entire Agreement. This Agreement constitutes the entire agreement between you and Coach360, superseding any prior agreements between you and Coach360. To the extent that you have previously registered with Coach360 and provided Your Information, this Agreement now governs how Coach360 may use Your Information, whether provided in the past or the future.
18.2 No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and Coach360 is intended or created by this Agreement.
18.3 Governing Law. Except as expressed above, this Agreement and the relationship between you and Coach360 shall be governed by the laws of the State of New Jersey without regard to its conflict of laws provisions, as such laws are applied to agreements entered into and to be performed entirely within New Jersey between New Jersey residents, and (b) you and Coach360 agree to submit to the personal and exclusive jurisdiction of the courts located within the State of New Jersey.
18.4 Assignment. You agree that this Agreement, all rights herein, and all incorporated agreements may be automatically assigned by Coach360, in our sole discretion, to one or more third parties in the event of a merger, acquisition, corporate reorganization, sale of all or substantially all of Coach360's assets, or a similar transaction.
18.5 No Guarantee. We do not guarantee continuous, uninterrupted or secure access to our Platform, and operation of our website may be interfered with by numerous factors outside of our control.
18.6 No Waiver. Coach360's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision and does not waive our right to act with respect to subsequent or similar breaches.
18.7 Severance. If any provision of this Agreement is found to be invalid by a court of competent jurisdiction, you and Coach360 nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and that the other provisions of this Agreement will remain in full force and effect.
18.8 Limitation. You and Coach360 each agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of our Platform or this Agreement must be filed within 3 months after the claim or cause of action arose or be forever barred.
18.9 Titles. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
19.1 The Platform offered under this Agreement is offered by Coach360. Please report any violations of this Agreement by sending a notice of the violation to the legal council of Coach360 by email to firstname.lastname@example.org.