Terms and Conditionswww.coachthem.com
Last Updated: January 28, 2021
CoachThem Inc. (hereafter referred to as “CoachThem”, “we”, “us”, or “our”) provides an online platform for Members to create, draw, store, and share coaching drills (collectively, the “Services”), which Services are accessible at www.coachthem.com and any other websites through which CoachThem makes the Services available (collectively, the “Site”).
- Key Terms
“CoachThem Content” means all Content that CoachThem makes available through the Site or Services, including any Content licensed from a third party, but excluding Member Content.
“Collective Content” means Member Content and CoachThem Content. “Content” means text, graphics, images, music, software, audio, video, information or other materials. “Member” means a person who completes CoachThem’s account registration process, as described under “Account Registration” below. “Member Content” means all Content that a Member posts, uploads, publishes, submits or transmits to be made available through the Site or Services. “Service Fees” means fees charged by CoachThem for the Services. “Tax” or “Taxes” means any sales taxes, value added taxes (VAT), Goods and Services Tax/Harmonized Sales Tax (GST/HST) and other similar municipal, provincial, and federal indirect or other withholding and personal or corporate income taxes.
CoachThem reserves the right, at its sole discretion, to modify the Site or Services or to modify these Terms, including the Service Fees, at any time and without prior notice. If we modify these Terms, including the Service Fees, we will post the modification on the Site or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms. By continuing to access or use the Site or Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site and Services.
The Site and Services are intended solely for persons who are at or over the age of majority. Any access to or use of the Site or Services by anyone under the age of majority is expressly prohibited. By accessing or using the Site or Services you represent and warrant that you are at or over the age of majority.
- How the Site and Services Work
CoachThem makes available an online platform for Members to access Collective Content. CoachThem’s responsibilities are limited to facilitating the availability of the Site and Services. You may not view Collective Content as an unregistered Member of the Site and Services. COACHTHEM CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED ON THE SITE AND SERVICES. COACHTHEM IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL CONTENT.
- Account Registration
In order to access the Site and Services, you must register to create an account (“CoachThem Account”) and become a Member. You may only register to join the Site directly via the Site. We will create your CoachThem Account for your use of the Site and Services based upon the personal information you provide to us. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. CoachThem reserves the right, at its sole discretion, to suspend or terminate your CoachThem Account and your access to the Site and Services if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your CoachThem Account, whether or not you have authorized such activities or actions. You will immediately notify CoachThem of any unauthorized use of your CoachThem Account. By creating a CoachThem Account, you expressly consent to CoachThem communicating with you electronically or otherwise using the information provided by you from time to time.
- Eligibility for a Free Trial of the Services and Payment Information
CoachThem is currently offering a trial of the Services at the “Premium” access level (the “Free Trial Offer”) for a ten (10) day period from the moment that you activate such trial period (the “Free Trial Period”) by creating a CoachThem Account. You may only use this Free Trial Offer once. CoachThem reserves the right, in its absolute discretion, to withdraw or to modify this Free Trial Offer at any time without prior notice and with no liability, to the greatest extent permitted under the law. You will receive a notice through your CoachThem Account near the expiry of the Free Trial Period reminding you that the Free Trial Period is coming to an end, and that after the expiry of the Free Trial Period you will have two choices:
- upon payment of the applicable Service Fees (a “Paid Subscription”), you can continue to use the Services at the “Premium” access level; or
- in the absence of a Paid Subscription, you will automatically continue to have access to the Services but only at the limited but “Free” access level.
BY PROVIDING YOUR PAYMENT DETAILS FOR CONTINUED “PREMIUM” LEVEL ACCESS TO THE SERVICES, YOU AGREE TO BE CHARGED THE APPLICABLE SERVICE FEES USING SUCH PAYMENT DETAILS. IF YOU WISH TO TERMINATE YOUR COACHTHEM ACCOUNT AND DISCONTINUE YOUR “PREMIUM” LEVEL ACCESS TO THE SERVICES, YOU MUST CANCEL THE PAID SUBSCRIPTION THROUGH YOUR COACHTHEM ACCOUNT. PAID SUBSCRIPTIONS CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, COACHTHEM WILL NOT REFUND ANY SERVICE FEES THAT YOU HAVE ALREADY PAID.
- No Endorsement
CoachThem does not endorse any Members or any Collective Content. In addition, although these Terms require Members to provide accurate information, we do not attempt to confirm, and do not confirm, any Member’s purported identity. You are responsible for determining the identity and suitability of others who you contact via the Site and Services. By using the Site or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from CoachThem with respect to such actions or omissions.
- User Conduct
You understand and agree that you are solely responsible for compliance with any and all laws, rules, and regulations, and Tax obligations that may apply to your use of the Site, Services and Collective Content. In connection with your use of our Site and Services, you may not and you agree that you will not:
- violate any local, state, federal, provincial, or other law or regulation, or any order of a court;
- use manual or automated software, devices, scripts robots, other means or processes to access, “scrape”, “crawl” or “spider” any web pages or other services contained in the Site, Services or Collective Content;
- use the Site or Services for any commercial or other purposes that are not expressly permitted by these Terms;
- copy, store or otherwise access any information contained on the Site, Services or Collective Content for purposes not expressly permitted by these Terms;
- interfere with or damage our Site or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
- use our Site or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
- use our Site or Services in connection with the distribution of unsolicited commercial email (“spam”);
- “stalk” or harass any other Member of our Site or Services, or collect or store any personally identifiable information about any other Member;
- impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
- use automated scripts to collect information or otherwise interact with the Site or Services;
- post, upload, publish, submit or transmit any Content that:
- infringes, misappropriates or violates a third party’s patent, copyright, trade-mark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
- violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
- is fraudulent, false, misleading or deceptive;
- is defamatory, obscene, pornographic, vulgar or offensive;
- promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
- is violent or threatening or promotes violence or actions that are threatening to any other person; or
- promotes illegal or harmful activities or substances;
- use, display, mirror or frame the Site or Services, or any individual element within the Site, Services, CoachThem’s name, any CoachThem trade-mark, logo or other proprietary information, or the layout and design of any page or form contained on a page;
- attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services, or CoachThem Content; or
- advocate, encourage, or assist any third party in doing any of the foregoing.
The Site, Services, and CoachThem Content are protected by copyright, trade-mark, and other intellectual property laws of Canada. You acknowledge and agree that the Site, Services and CoachThem Content, including all associated intellectual property rights are the exclusive property of CoachThem and its licensors. You will not remove, alter or obscure any copyright, trade-mark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services, or CoachThem Content.
- CoachThem Content License
Subject to your compliance with the terms and conditions of these Terms, CoachThem grants you a limited, non-exclusive, non-transferable license, to use the Site and Services, and access and view any CoachThem Content. You have no right to sublicense the license rights granted in this section. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Services, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by CoachThem or its licensors, except for the licenses and rights expressly granted in these Terms.
- Member Content
We may, in our sole discretion, permit Members to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Site and Services, you hereby grant to CoachThem a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, or by means of the Site and Services. CoachThem does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content. You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Site and Services. Accordingly, you represent, warrant and covenant on a continuing basis that:
- you either are the sole and exclusive owner of all Member Content that you make available through the Site and Services or you have all rights, licenses, consents and releases that are necessary to grant to CoachThem the rights in such Member Content, as contemplated under these Terms; and
- neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or CoachThem’s use of the Member Content (or any portion thereof) on, through or by means of the Site and the Services will infringe, misappropriate or violate a third party’s patent, copyright, trade-mark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
The Site and Services may contain links to third-party websites or resources. You acknowledge and agree that CoachThem is not responsible or liable for:
- the availability or accuracy of such websites or resources; or
- the Content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by CoachThem of such websites or resources or the Content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.
- Proprietary Rights Notices
All trade-marks, service marks, logos, trade names and any other proprietary designations of CoachThem used herein are trade-marks or registered trade-marks of CoachThem. Any other trade-marks, service marks, logos, trade names and any other proprietary designations are the trade-marks or registered trade-marks of their respective parties.
- Communication of Your Name and Trade-mark
By becoming a Member, you are granting CoachThem a non-exclusive, royalty-free, perpetual, and irrevocable right to use, reproduce, and communicate the name and trade-mark of your organization as a Member of CoachThem.
- Reporting Infringements
If you discover any Content on the Site or Services that you believe infringes your copyright, please report this to us by sending us an e-mail at support@CoachThem.com and/or by mail to the following address: support@CoachThem.com
- Termination and CoachThem Account Cancellation
We may, in our sole discretion and without liability to you, with or without cause, with or without prior notice and at any time:
- terminate these Terms or your access to our Site and Services; and
- deactivate or cancel your CoachThem Account. You may cancel your CoachThem Account at any time through your CoachThem Account or by sending an email to support@CoachThem.com. Please note that if your CoachThem Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Site or Services.
IF YOU CHOOSE TO USE THE SITE OR SERVICES, YOU DO SO AT YOUR SOLE RISK. THE SITE, SERVICES, AND COLLECTIVE CONTENT ARE PROVIDED STRICTLY “AS IS”, WITHOUT REPRESENTATION, WARRANTY, OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, COACHTHEM EXPLICITLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. COACHTHEM MAKES NO REPRESENTATION, WARRANTY, OR CONDITION THAT THE SITE, SERVICES, AND COLLECTIVE CONTENT, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. COACHTHEM MAKES NO REPRESENTATION, WARRANTY, OR CONDITION REGARDING THE QUALITY OF THE SITE, SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COACHTHEM OR THROUGH THE SITE, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY REPRESENTATION, WARRANTY, OR CONDITION NOT EXPRESSLY MADE HEREIN. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER MEMBERS OF THE SITE AND SERVICES. YOU UNDERSTAND THAT COACHTHEM DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF MEMBERS OF THE SITE OR SERVICES. COACHTHEM MAKES NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS AS TO THE CONDUCT OF MEMBERS OF THE SITE OR SERVICES. COACHTHEM EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY THIRD PARTY.
- Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE AND SERVICES REMAINS WITH YOU. NEITHER COACHTHEM NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, SERVICES, OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER ECONOMIC LOSSES, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS.
You shall release, defend, indemnify, and hold CoachThem and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with:
- your access to or use of the Site, Services, or Collective Content;
- your violation of these Terms; or
- your Member Content.
- Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between CoachThem and you regarding the Site, Services, and Collective Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between CoachThem and you regarding the Site, Services, and Collective Content.
You may not assign or transfer these Terms, by operation of law or otherwise, without CoachThem’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. CoachThem may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and enure to the benefit of the parties, their respective heirs, administrators, executors, legal personal representatives, successors and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by CoachThem:
- via email (in each case to the address that you provide); or
- by posting to the Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
- Governing Law
This Agreement is governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party irrevocably attorns and submits to the jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.
The failure of CoachThem to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of CoachThem. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
- Contacting CoachThem
If you have any questions about these Terms, please contact CoachThem at support@CoachThem.com.
- I ACCEPT