COACHWHO TERMS AND CONDITIONS
These terms and conditions (the "Terms") govern your access to and use of CoachWho's websites and mobile applications that link to or reference these Terms ("Site"). By accessing or using the Site, you are agreeing to these Terms and concluding a legally binding contract with CoachWho Ltd., a company incorporated in Ireland ("CoachWho"). Do not access or use the Site if you are unwilling or unable to be bound by the Terms.
"You" and "your" refer to you, as a user of the Site. A "user" is someone who accesses, browses, crawls, scrapes, or in any way uses the Site. "We", "us", and "our" refer to CoachWho.
"Content" means text, images, photos, audio, video, location data, and all other forms of data or communication. "Your Content" means Content that you submit or transmit to, through, or in connection with the Site, such as ratings, reviews, compliments, invitations, check-ins, messages, and information that you publicly display or displayed in your account profile. "User Content" means Content that users submit or transmit to, through, or in connection with the Site. "CoachWho Content" means Content that we create and make available in connection with the Site. "Third Party Content" means Content that originates from parties other than CoachWho or its users, which is made available in connection with the Site. "Site Content" means all of the Content that is made available in connection with the Site, including Your Content, User Content, Third Party Content, and CoachWho Content.
Services are those services provided by CoachWho to you including the software services provided to coaches with live coach profiles on the Site and other users of the Site.
2. Changes to the Terms of Service
We may modify the Terms from time to time. These are the most current version of these Terms. You understand and agree that your access to or use of the Site is governed by the Terms effective at the time of your access to or use of the Site. If we make material changes to these Terms, we will notify you by email or by posting a notice on the Site prior to the effective date of the changes. We will also indicate at the top of this page the date that revisions were last made. You should revisit these Terms on a regular basis as revised versions will be binding on you. Any such modification will be effective upon our posting of new Terms. You understand and agree that your continued access to or use of the Site after the effective date of modifications to the Terms indicates your acceptance of the modifications.
We may translate these Terms into other languages for your convenience. Nevertheless, the English version governs your relationship with CoachWho, and any inconsistencies among the different versions will be resolved in favour of the English version.
3. Eligibility, Registration and Account
By using our Services, you represent and warrant that you (a) are 18 years of age or older, (b) have not been previously suspended or removed from our Services, or engaged in any activity that could result in suspension or removal from our Services, (c) will not offer coaching services from more than one CoachWho account without our express permission, and (d) have full power and authority to enter into these Terms and in so doing will not violate any other agreement to which you are a party.
In order to access or use certain areas and features of our Services, you may need to register for an account. By registering for an account, you agree to (i) provide accurate, truthful, current and complete account information; (ii) maintain and promptly update your account information to maintain its accuracy and completeness; (iii) maintain the security of your account by not sharing your password with others and restricting access to your account, computer and device; (iv) promptly notify CoachWho if you discover or otherwise suspect any security breaches related to our Services or your account; and (v) take responsibility for all activities that occur under your account and accept all risks of unauthorized access.
5. Communications Preferences
By creating a CoachWho account, you consent to receive electronic communications from CoachWho (e.g., via email or by posting notices on our Services). These communications may include notices about your account (e.g., payment authorizations, password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided in these communications.
6. Our Services Offer a Connection
Our Services offers tools, resources offer a marketing platform to fitness instructors and a venue to connect those seeking fitness training with those seeking to provide coaching services. CoachWho: (a) does not employ, recommend or endorse any users and has no control over the acts or omissions of any users; (b) is not responsible or liable in any manner for the performance or conduct of any users or other third parties online or offline; (c) makes no representations or warranties about the quality of the services provided by any user or about your interactions or dealings with other users except as expressly stated on our Services; and (d) does not screen users or conduct any kind of identity or background checks except as otherwise expressly stated in these Terms or on or in our Services. Regardless of whether CoachWho screens users or performs a background check, you should exercise caution and perform your own screening before connecting or meeting with any other user through our Services, entering into a contract or agreement with any other user or obtaining any services. CoachWho hereby expressly disclaims, and you hereby expressly release CoachWho from, any and all liability whatsoever for any controversies, claims, suits, injuries, loss, harm or damages arising from or related to our Services or your interactions or dealings with other users, including any acts or omissions of users online or offline. All use of our Services is at your sole and exclusive risk.
7. User Transactions; Release
Our Services may be used to help obtain or offer coaching services provided by users and to facilitate payment for such services. However, users transact solely between themselves and CoachWho is not a party to any transactions between users. CoachWho hereby expressly disclaims, and you hereby expressly release CoachWho from, any and all liability whatsoever for any controversies, claims, suits, injuries, loss, harm or damages arising from or related to disputes, dealings, or interactions between you and any other users or third parties.
8. Using the Site
To access or use the Site, you must be 18 years or older and have the requisite power and authority to enter into these Terms. You may not access or use the Site if you are a competitor of ours or if we have previously banned you from the Site or closed your account.
B. Permission to Use the Site
We grant you permission to use the Site subject to the restrictions in these Terms. Your use of the Site is at your own risk, including the risk that you might be exposed to Content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.
C. Site Availability
The Site may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.
D. User Accounts
You must create an account and provide certain information about yourself in order to use some of the features that are offered through the Site. You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to close your account at any time for any or no reason.
E. Communications from CoachWho and other Users
By creating an account, you agree to receive certain communications in connection with the Site. For example, you might receive compliments or friend requests from other Users. You will also receive our weekly e-mail newsletter about happenings. You can opt-out of non-essential communications by sending an email to us requesting we desist from such communication.
9. Initial Payment and Subscription Term
Initial payment for the Services shall be taken at completion of the coach registration or such later date as may be agreed between the user and CoachWho following the completion of registration, including upon expiry of an agreed subscription free / trial period. Thereafter, payment for the Services shall be made on a monthly basis by way of debit or credit card and you expressly authorise the use of third party payment processing agents to confirm and process your payment and that shall continue thereafter on a monthly basis until such time as a user has unsubscribed.
By providing a credit card or other payment method that we accept, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third-party payment processor) to charge your payment method. If the payment method cannot be verified, is invalid or is otherwise not acceptable, your subscription may be suspended or cancelled. You must resolve any problem we encounter in order to proceed with your subscription. In the event you want to change or update payment information associated with your CoachWho account, you can do so at any time by logging into your account and editing your payment information.
A. Responsibility for Your Content
You alone are responsible for Your Content, and once published, it cannot always be withdrawn. You assume all risks associated with Your Content, including anyone's reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable. You represent that you own, or have the necessary permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by CoachWho.
You may expose yourself to liability if, for example, Your Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.
B. Our Right to Use Your Content
We may use Your Content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms ("Other Media"). As such, you hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use Your Content for any purpose. Please note that you also irrevocably grant the users of the Site and any Other Media the right to access Your Content in connection with their use of the Site and any Other Media. Finally, you irrevocably waive, and cause to be waived, against CoachWho and its users any claims and assertions of moral rights or attribution with respect to Your Content. By "use" we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Content.
As between you and CoachWho, you own Your Content. We own the CoachWho Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, including, but not limited to, our compilation of User Content and other Site Content, computer code, products, software, aggregate user review ratings, and all other elements and components of the Site excluding Your Content, User Content and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world ("IP Rights") associated with the CoachWho Content and the Site, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the CoachWho Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Site and the CoachWho Content are retained by us.
CoachWho and its licensees may publicly display advertisements and other information adjacent to or included with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.
E. Content Feeds
We make some of the Site Content ("Feed Content") available via Real Simple Syndication and Atom feeds ("Feeds"). You may access and use the Feeds in order to display Feed Content on your personal computer, website, or blog ("Your Site"), provided that (i) your use of the Feeds is for personal, non-commercial purposes only, (ii) your display of the Feed Content links back to the relevant pages on CoachWho's websites, and attributes CoachWho as the source of the Feed Content, (iii) your use or display of the Feed Content does not suggest that CoachWho promotes or endorses any third party causes, ideas, websites, products or services, including Your Site, (iv) you do not redistribute the Feed Content, and (v) your use of the Feeds does not overburden CoachWho's systems. CoachWho reserves all rights in the Feed Content and may terminate the Feeds at any time.
User Content (including any that may have been created by users employed or contracted by CoachWho) does not necessarily reflect the opinion of CoachWho. We reserve the right to remove, screen, edit, or reinstate User Content from time to time at our sole discretion for any reason or no reason, and without notice to you. For example, we may remove a review if we believe it violates our Content Guidelines (clause 12(A)). We have no obligation to retain or provide you with copies of Your Content, nor do we guarantee any confidentiality with respect to Your Content.
We are under no obligation to enforce the Terms on your behalf against another user. While we encourage you to let us know if you believe another user has violated the Terms, we reserve the right to investigate and take appropriate action at our sole discretion.
A. You agree not to, and will not assist, encourage, or enable others to use the Site to:
(i) Violate our Content Guidelines (clause 12(A)), for example, by writing a fake or defamatory review, trading reviews with other businesses, or compensating someone or being compensated to write or remove a review;
(ii) Violate any third party's rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
(iii) Threaten, stalk, harm, or harass others, or promote bigotry or discrimination;
(iv) Promote a business or other commercial venture or event, or otherwise use the Site for commercial purposes, except in connection with a Business Account and as expressly permitted by CoachWho;
(v) Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the Site's search results or any third party website;
(vi) Solicit personal information from minors, or submit or transmit pornography; or
(vii) Violate any applicable law.
B. You also agree not to, and will not assist, encourage, or enable others to:
(viii) Violate the Terms;
(ix) Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Site or Site Content (other than Your Content), except as expressly authorized by CoachWho;
(x) Use any robot, spider, site search / retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Site or any Site Content;
(xi) Reverse engineer any portion of the Site;
(xii) Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Site or on any materials printed or copied from the Site;
(xiii) Record, process, or mine information about other users;
(xiv) Access, retrieve or index any portion of the Site for purposes of constructing or populating a searchable database of business reviews;
(xv) Reformat or frame any portion of the Site;
(xvi) Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on CoachWho's technology infrastructure or otherwise make excessive traffic demands of the Site;
(xvii) Attempt to gain unauthorized access to the Site, user accounts, computer systems or networks connected to the Site through hacking, password mining or any other means;
(xviii) Use the Site or any Site Content to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature (collectively, "Viruses");
(xix) Use any device, software or routine that interferes with the proper working of the Site, or otherwise attempt to interfere with the proper working of the Site;
(xx) Use the Site to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Site or Site Content; or
(xxi) Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of Site Content, or features that enforce limitations on the use of the Site.
The restrictions above only apply to the extent permissible under applicable law. Nevertheless, you agree not to act contrary to them (even if permissible under applicable law) without providing 30 days' prior written notice to us here, together with any information that we may reasonably require to give us an opportunity to provide alternative remedies or otherwise accommodate you at our sole discretion.
12. Guidelines and Policies
A. Content Guidelines
CoachWho allows users to contribute different kinds of content, including reviews, photos, videos, events, votes, tips, direct messages, and more. Please also read the guidelines below for specific types of content that you might contribute to the site.
13. Suggestions and Improvements
By sending us any ideas, suggestions, documents or proposals ("Feedback"), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against CoachWho and its users any claims and assertions of any moral rights contained in such Feedback.
14. Third Parties
The Site may include links to other websites or applications (each, a "Third Party Site"). We do not control or endorse any Third Party Site. You agree that we are not responsible for the availability or contents of such Third Party Sites. Your use of Third Party Sites is at your own risk.
Some of the services made available through the Site may be subject to additional third party or open source licensing terms and disclosures, including the ones posted here and incorporated herein by reference.
You agree to indemnify, defend, and hold CoachWho, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them (collectively, the "CoachWho Entities") harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of the Site, (ii) your violation of the Terms, (iii) any products or services purchased or obtained by you in connection with the Site, or (iv) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. CoachWho reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of CoachWho. CoachWho will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
16. Disclaimers and Limitations of Liability
Please read this section carefully since it limits the liability of the Coachwho entities to you. Each of the subsections below only applies up to the maximum extent permitted under applicable law. Nothing herein is intended to limit any rights you may have which may not be lawfully limited. If you are unsure about this or any other section of these terms, please consult with a legal professional prior to accessing or using the site. By accessing or using the site, you represent that you have read, understood, and agree to these terms, including this section. You are giving up substantial legal rights by agreeing to these terms.
A. The site is made available to you on an "as is", "with all faults" and "as available" basis, with the express understanding that the Coachwho entities may not monitor, control, or vet user content. As such, your use of the site is at your own discretion and risk. The Coachwho entities make no claims or promises about the quality, accuracy, or reliability of the site, its safety or security, or the site content. Accordingly, the Coachwho entities are not liable to you for any loss or damage that might arise, for example, from the site's inoperability, unavailability or security vulnerabilities or from your reliance on the quality, accuracy, or reliability of the business listings, ratings, reviews (including their content, order, and display), or metrics found on, used on, or made available through the site.
B. The Coachwho entities make no claims or promises with respect to any third party, such as the businesses or advertisers listed on the site or the site's users. Accordingly, the Coachwho entities are not liable to you for any loss or damage that might arise from their actions or omissions, including, for example, if another user or business misuses your content, identity or personal information, or if you have a negative experience with one of the businesses or advertisers listed or featured on the site. Your purchase and use of products or services offered by third parties through the site is at your own discretion and risk.
C. The Coachwho entities expressly disclaim all warranties, whether express or implied, including warranties as to the products or services offered by businesses listed on the site, and implied warranties of merchantability, fitness for a particular purpose, and non-infringement. No oral or written information or advice provided to you by a representative of one of the Coachwho entities shall create a representation or warranty.
D. Your sole and exclusive right and remedy in case of dissatisfaction with the site, related services, or any other grievance shall be your termination and discontinuation of access to, or use of the site.
E. The Coachwho entities' maximum aggregate liability to you for losses or damages that you suffer in connection with the site or these terms is limited to the greater of (i) the amount paid, if any, by you to the Coachwho entities in connection with the site in the 12 months prior to the action giving rise to liability, or (ii) £100.
F. The Coachwho entities disclaim liability for any (i) indirect, special, incidental, punitive, exemplary, reliance, or consequential damages, (ii) loss of profits, (iii) business interruption, (iv) reputational harm, or (v) loss of information or data.
17. Choice of Law and Venue
Irish law will govern these Terms, as well as any claim, cause of action or dispute that might arise between you and CoachWho (a "Claim"), without regard to conflict of law provisions. For any claim brought by either party, you agree to submit and consent to the personal and exclusive jurisdiction in, and the exclusive venue of, the courts of Dublin, Ireland.
A. We may close your account, suspend your ability to use certain portions of the Site, and / or ban you altogether from the Site for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your account, the Site, Your Content, Site Content, or any other related information.
B. In the event of any termination of these Terms, whether by you or us, Sections 1, 5, 6, 10 - 14 will continue in full force and effect, including our right to use Your Content as detailed in Section 5.
If any provision of these Terms will be deemed unlawful, void or unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
20. General Terms
A. We reserve the right to modify, update, or discontinue the Site at our sole discretion, at any time, for any or no reason, and without notice or liability.
B. We may provide you with notices, including those regarding changes to the Terms by email, regular mail or communications through the Site.
C. Except as otherwise stated in Section 10 above, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.
D. The Terms contain the entire agreement between you and us regarding the use of the Site, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.
E. Any failure on CoachWho's part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
F. If any provision of the Terms is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties' intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.
G. The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with CoachWho's prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void.
H. The section titles in the Terms are for convenience only and have no legal or contractual effect.
21. Entire Agreement
These terms constitute the entire agreement between the parties and supersede any previous arrangement, understanding or agreement between the parties.
CoachWho Ltd, 26 Athlumney Villas, Ranelagh, Dublin 6 Ireland; CRO no: 597968.