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Terms of Service

Last Updated: April 13, 2016

Welcome to CoachUp! These Terms of Use (“Terms”) apply to your access to and use of the website, mobile application and other online products and services (collectively, our “Services”) provided by CoachUp, Inc. (“CoachUp,” “we,” “us” or “our”). By accessing or using our Services, you agree to these Terms. If you do not agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 19, do not access or use our Services.

These Terms do not alter in any way the terms or conditions of any other agreement you may have with CoachUp for products, services or otherwise. If you are accessing or using our Services on behalf of another person or entity, you represent and warrant that you are authorized to accept these Terms on such person or entity's behalf, and that such person or entity will be responsible to CoachUp if you violate these Terms.

If you have any question regarding the use of our Services, please contact us.

1. 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 CoachUp 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 CoachUp 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.

2. Communications Preferences

By creating a CoachUp account, you consent to receive electronic communications from CoachUp (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.

3. Our Services Offer a Venue

Our Services offers tools, resources and a venue to connect those seeking athletic training with those seeking to provide coaching services. CoachUp: (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 CoachUp 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. CoachUp hereby expressly disclaims, and you hereby expressly release CoachUp 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.

4. 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 CoachUp is not a party to any transactions between users. CoachUp hereby expressly disclaims, and you hereby expressly release CoachUp 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.

If you offer coaching services, the first and all future bookings with CoachUp users must be booked via our Services. Failure to abide by this policy may result in suspension from our Services.

5. Payment Terms

5.1. Coaching Sessions; Expiration

You may use our Services to schedule and purchase one or more coaching sessions. Any coaching sessions purchased through our Services must be scheduled and completed within one year of the purchase date. Any coaching sessions not scheduled and completed within one year of purchase are forfeit and you will not be issued a refund.

5.2. Gifts Certificates

You have the ability to purchase gift certificates through our Services that may be redeemed for coaching services. When you purchase a gift certificate, we will send an email to the recipient that can be used to redeem the gift certificate. The recipient will be required to create a CoachUp account in order to access our Services and redeem the gift certificate. Gifts certificates are not refundable or redeemable for cash, unless otherwise required by applicable law. However, gifts certificates do not expire, and any unused balance will be placed in the recipient’s CoachUp account. If the recipient’s purchase exceeds the amount of the gift certificate, the balance must be paid with a credit card or other available payment method.

5.3. Payment and Billing Information

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 for the total amount of your purchase (including any applicable taxes and other charges) (collectively, as applicable, an “Order”). If the payment method cannot be verified, is invalid or is otherwise not acceptable, your Order may be suspended or cancelled. You must resolve any problem we encounter in order to proceed with your Order. In the event you want to change or update payment information associated with your CoachUp account, you can do so at any time by logging into your account and editing your payment information.

You acknowledge that the amount billed may vary due to promotional offers, changes to your coaching sessions or changes in applicable taxes or other charges, and you authorize us (or our third-party payment processor) to charge your payment method for the corresponding amount.

5.4. Pricing and Availability

All prices are shown in U.S. dollars and applicable taxes and other charges, if any, are additional. Prices may be adjusted at any time and for any reason (or no reason) and without providing you prior notice.

Coaching sessions are subject to availability, and we reserve the right to cancel all or part of a coaching session and to discontinue making certain coaching services available through our Services without prior notice.

5.5. Returns and Refunds

If you are dissatisfied with a coach or coaching session for any reason, please contact us at 1-888-680-4750 within two (2) days of the date you completed the coaching session and we will provide you a full refund of the purchase price for that coaching session (unless otherwise specified during a promotion or special offer). If you do not comply with the terms of this section, you will be ineligible to receive a refund.

6. Copyright and Limited License

Unless otherwise indicated in writing by us, our Services and all content and other materials on our Services, including the CoachUp logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the “Service Materials”) are the proprietary property of CoachUp or our licensors or users, as applicable, and are protected by U.S. and international copyright laws.

Subject to these Terms, you are granted a limited, nonexclusive, nontransferable, nonsublicensable license to access and use our Services and Service Materials. However, such license is revocable at any time and does not include any right to: (a) sell or resell our Services or the Service Materials; (b) collect and use any service listings, pictures or descriptions; (c) distribute, publicly perform or publicly display any of the Service Materials; (d) modify or otherwise make any derivative uses of our Services or the Service Materials, or any portion thereof; (e) use any data mining, robots or similar data gathering or extraction methods; (f) download (other than the page caching) any portion of our Services, the Service Materials or any information contained therein, except as expressly permitted by CoachUp in writing; or (g) use our Services or the Service Materials in violation of these Terms or for any purposes other than their intended purposes. Your right to use our Services and the Service Materials is conditioned upon your use of our Services and the Service Materials in accordance with these Terms. Accordingly, any use of the Services or the Service Materials other than as specifically authorized in these Terms, without the prior written permission of CoachUp, will automatically terminate the license granted above. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Except for the license granted above, no additional rights are granted and nothing in these Terms will be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.

Notwithstanding anything to the contrary in these Terms, our Services and the Service Materials may include software components provided by CoachUp or a third party that are subject to separate license terms, in which case those license terms will govern such software components.

7. Copyright Complaints

We have a policy of limiting access to our Services and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify CoachUp’s Designated Agent as set forth below.

Greg Dynan
CoachUp, Inc.
355 Congress St., 2nd Floor
Boston, MA, 02210
888-680-4750
hr@coachup.com

Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you may be liable for any damages, including costs and attorneys’ fees, incurred by CoachUp or the alleged infringer as the result of CoachUp’s relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.

8. Trademarks

“CoachUp,” the CoachUp logos and any other product or service name or slogan contained on our Services are trademarks of CoachUp and its suppliers or licensors and may not be copied, imitated or used, in whole or in part, without the prior written permission of CoachUp or the applicable trademark holder.

You may not use any metatags or any other hidden text utilizing “CoachUp” or any other name, trademark or product or service name of CoachUp without CoachUp’s prior written permission. In addition, the look and feel of our Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of CoachUp and may not be copied, imitated or used, in whole or in part, without CoachUp’s prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on our Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by CoachUp.

9. Third-Party Content

Our Services may include links to websites or content owned or operated by third parties as well as other third-party content, including advertisements, promotional offers, and social “widgets” (collectively, “Third-Party Content”). CoachUp does not own, control or endorse any Third-Party Content and makes no representation or warranties of any kind regarding the Third-Party Content, including, without limitation, regarding its accuracy or completeness. You acknowledge and agree that CoachUp is not responsible or liable in any manner for any Third-Party Content and undertakes no responsibility to update or review any Third-Party Content. You access and use such Third-Party Content at your own risk. The inclusion of Third-Party Content on our Services does not imply affiliation, endorsement or adoption by CoachUp of any information contained therein. In addition, your business dealings or correspondence with, or participation in the promotional offers of, any third party responsible for Third-Party Content, and any terms, conditions, warranties or representations associated with such dealings or promotional offers, are solely between you and such third party. CoachUp is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such Third-Party Content on our Services. When you navigate away from or otherwise leave our Services, you should understand that CoachUp’s terms and policies no longer govern and that the terms and policies of those third-party sites will now apply. You should review the applicable terms and policies, including privacy and data gathering practices, of any site or services to which you navigate to from our Services.

10. User Content and Interactive Areas

Our Services include interactive areas and features (“Interactive Areas”) that allow you or other users to create, post, share or store text, photos, videos and other materials (collectively, “User Content"). In the event you decide to share your User Content with others through our Services or third-party platforms, you understand that this User Content will be viewable by others. You are solely responsible for your User Content and for your use of any Interactive Areas.

You will not post, upload to, transmit, distribute, store, create or otherwise publish or send through our Services any of the following:

CoachUp does not control, take responsibility for or assume liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage to such User Content. When you participate in Interactive Areas, you understand that certain User Content you choose to post may be displayed publicly or to select users. You are solely responsible for your use of our Services and the Interactive Areas and use them at your own risk.

11. Rights to User Content

CoachUp claims no ownership or control over any User Content, except as otherwise expressly provided in these Terms or a separate agreement between you and CoachUp. However, if you submit or post User Content to our Services, unless CoachUp indicates otherwise, you grant CoachUp a worldwide, nonexclusive, perpetual, irrevocable, royalty-free, fully-paid up, and sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your User Content in any media format and channel now known or later developed without compensation to you, including in connection with CoachUp’s marketing and promotional activities. You further grant CoachUp and CoachUp’s sublicensees the right to use the name that you submit in connection with User Content, if they choose.

By submitting or posting User Content to our Services, you represent and warrant that: (a) such User Content is non-confidential; (b) you own and control all of the rights to the User Content that you post or you otherwise have all necessary rights to post such User Content on our Services; (c) the User Content is accurate and not misleading or harmful in any manner; and (d) the User Content, and your use and posting thereof in connection with our Services, does not and will not violate these Terms or any applicable law, rule, regulation or third-party right.

12. Acceptable Use of Our Services

Your use of our Services will not violate any law, contract, intellectual property or other third-party right or constitute a tort, and you are solely responsible for your conduct while on our Services. You will not:

13. Feedback

Separate and apart from User Content, you can submit questions, comments, feedback, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, regarding our Services or CoachUp (collectively, “Feedback”). Feedback is non-confidential and will become the sole property of CoachUp. CoachUp will own, and you hereby assign to CoachUp, all right, title, and interest, including all intellectual property rights, in and to such Feedback, and CoachUp will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You agree to execute any documentation required by CoachUp to confirm such assignment to CoachUp.

14. Indemnification

You will defend, indemnify and hold harmless CoachUp, its independent contractors, service providers and consultants, and their respective directors, officers, employees and agents (collectively, “CoachUp Parties”), from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to (a) your access to or use of our Services; (b) any User Content or Feedback you provide; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with our Services.

15. Disclaimers

We do not control, endorse or take responsibility for any third-party content available on or linked to by our Services, including User Content.

Your use of our Services is at your sole risk. Our Services are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, CoachUp does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While CoachUp attempts to make your access to and use of our Services safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.

16. Limitation of Liability

CoachUp and the other CoachUp Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, special or punitive damages or lost profits, to the fullest extent permitted by the applicable law, even if CoachUp or the other CoachUp Parties have been advised of the possibility of such damages. The limitations of liability set for in this section will apply even if the remedies otherwise provided under these Terms, at law or in equity, fail of their essential purpose.

The total liability of CoachUp and the other CoachUp Parties, for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of (a) the amount paid, if any, by you to access or use our Services or (b) $100.

The limitations set forth in this section will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of CoachUp or the other CoachUp Parties.

17. Assumption of Risk

You assume all risks when using our Services, including all of the risks associated with interactions with other users. You agree to take all necessary precautions when interacting with other users.

18. Modifications to Our Services

CoachUp reserves the right to modify or discontinue, temporarily or permanently, our Services, or any features or portions thereof, without prior notice. You agree that CoachUp will not be liable for any modification, suspension or discontinuance of our Services, or any part thereof.

19. Dispute Resolution; Arbitration

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH COACHUP AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

19.1. Binding Arbitration

Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) arising out of or related to a violation of Sections 10 or 12 or Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and CoachUp agree (a) to waive your and CoachUp’s respective rights to have any and all Disputes arising from or related to these Terms, our Services or the products and services available on our Services, resolved in a court, and (b) to waive your and CoachUp’s respective rights to a jury trial. Instead, you and CoachUp agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

19.2. No Class Arbitrations, Class Actions or Representative Actions

You and CoachUp agree that any Dispute arising out of or related to these Terms, our Services or the products and services available on our Services is personal to you and CoachUp and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and CoachUp agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and CoachUp agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

19.3. Federal Arbitration Act

You and CoachUp agree that these Terms affect interstate commerce and that the enforceability of this Section 19 will be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.

19.4. Notice; Informal Dispute Resolution

You and CoachUp agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to CoachUp will be sent by certified mail or courier to 355 Congress St., 2nd Floor, Boston, MA 02210. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your CoachUp account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and CoachUp cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or CoachUp may, as appropriate and in accordance with this Section 19, commence an arbitration proceeding or, to the extent specifically provided for in Section 19.1, file a claim in court.

19.5. Process

Except for Disputes arising out of or related to a violation of Sections 10 or 12 or Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and CoachUp agree that any Dispute must be commenced or filed by you or CoachUp within one (1) year of the date the Dispute arose, otherwise the underlying claim is permanently barred (which means that you and CoachUp will no longer have the right to assert such claim regarding the Dispute). You and CoachUp agree that (a) any arbitration will occur in Boston, Massachusetts, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”), which are hereby incorporated by reference, and (c) that the state or federal courts of the State of Massachusetts and the United States, respectively, sitting in Boston, Massachusetts, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.

19.6. Authority of Arbitrator

As limited by the FAA, these Terms and the applicable JAMS rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

19.7. Rules of JAMS

The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Terms, you either (a) acknowledge and agree that you have read and understand the rules of JAMS, or (b) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

19.8. Severability

If any term, clause or provision of this Section 19 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 19 will remain valid and enforceable. Further, the waivers set forth in Section 19.2 are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.

19.9 Opt-Out Right

You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 19 by writing to: 355 Congress Street 2nd Floor, Boston, MA 02210. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 20.

20. Applicable Law and Venue

These Terms and your use of our Services will be governed by and construed in accordance with the laws of Boston, without resort to its conflict of law provisions. To the extent the arbitration provision in Section 19 does not apply, you agree that any action at law or in equity arising out of or relating to these Terms will be filed only in the state and federal courts located in Boston, Massachusetts and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms.

21. Termination

CoachUp reserves the right, without notice and in its sole discretion, to terminate your license to access and use our Services and to block or prevent your future access to and use of our Services.

22. Changes to These Terms

We may make changes to these Terms from time to time. If we make changes, we will post the amended Terms to our Services and update the “Last Updated” date above. We may also attempt to notify you by sending an email notification to the address associated with your account or providing notice through our Services. Unless we say otherwise in our notice, the amended Terms will be effective immediately and your continued access to and use of our Services after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using our Services.

23. Severability

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.

24. Notice for California Users

Under California Civil Code Section 1789.3, California users of our Services are entitled to the following consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N-112, Sacramento, California 95834-1924, or by telephone at (800) 952-5210.

25. Miscellaneous

These Terms constitute the entire agreement between you and CoachUp relating to your access to and use of our Services and your order, receipt and use of products or services made available through our Services. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of CoachUp. No waiver of any provision of these Terms will constitute a waiver of such provision in any prior, concurrent or subsequent circumstance, and CoachUp’s failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.

Questions & Contact Information

Questions or comments about our Services may be directed to our contact page.