TERMS OF SERVICE
Thank you for using The Agile Coach!
The Agile Coach is operated by Vivek Khattri and Pabitra Khanal, a company based in Austin TX (Hereby referred to as “The Agile Coach”, “we”, “our”, and “us”). These Terms of Service ("Terms") govern the use of The Agile Coach platform, The Agile Coach mobile application, website application, and other products and services provided through the Agile Coach platform (The Agile Coach platform, Course Content, Platform Content and services offered through it shall be collectively referred to as the “Platform”). Visitors of the Platform, instructors, and learners are collectively referred to as “users,” “you,” and “your.” Please read these Terms carefully and contact us if you have any questions. By using our Platform, you agree to be bound by these Terms, including any policies referenced in these Terms. If you disagree with any part of the Terms, please do not use our Platform.
You understand that you will adhere to these Terms and all other operating rules, policies, and procedures that may be issued periodically on the Platform by us, each of which is incorporated by reference periodically by us. When accessing the Platform you also agree to any “Additional Terms” we may post from time to time. You also agree to read the updated Terms and any Additional Terms we may post from time to time through this reference. These Terms are not negotiable. If you do not agree to any of these Terms or Additional Terms, you must stop using the Platform.
You must be at least 18 years of age or older, to use the Platform. By creating an account or using the Platform, you represent and warrant that you are 18 years of age or older and can enter into legally binding agreements under applicable law. If you do not meet these requirements, you must not access or use the Platform. If you allow any minors under the age of 18 to access or use the Platform, you shall be solely responsible for their uses of the Platform, and you shall indemnify us against any losses, claims, or damages that may result.
1 PLATFORM USAGE
1.1 To access our Platform, you must:
1.1.1 Have attained the age of majority and are not disqualified from entering into contracts under any law;
1.1.2 give permission to your ward who is under the age of majority (18) to access the Platform. Please note that when the Platform is accessed by you or your ward, we cannot know if you have given permission to your ward for accessing the Platform. If the platform is accessed by a user, we assume that such user is eligible to use the Platform.
1.1.3 complete the registration process;
1.1.4 agree to our Terms and other policies; and
1.1.5 provide true, complete, and up to date legal and contact information
1.1.6 By using the Platform, you represent and warrant that you will use the Platform only for non-commercial purposes.
1.1.7 By using the Platform, you represent and warrant that you meet all the requirements listed above and that you won’t use the Platform in a way that violates any laws or regulations. We may refuse service, close accounts of any users, and change eligibility requirements at any time.
1.1.8 By accepting these terms, you represent and warrant that you are qualified concerning the conditions stated herein, and therefore are permitted to use the
Platform. If you do not meet any of the conditions stated herein you shall not access/use the Platform and must cease to be a user.
2 THE PLATFORM
The Platform is an online place where Learners can sign up on the Platform and enroll in various online courses uploaded by us on the Platform. Learners can also opt for live study sessions hosted by our partner Instructors registered on our Platform. It is important to us that you stay safe when accessing or using the Platform. Therefore, we urge you to read, understand and strictly follow our Code of Conducts prior to accessing and using our Platform.
3 HOW IT WORKS
Visitors of the Platform (unregistered) shall have limited access to the Platform. In order to use the Platform and its features in their entirety; Visitors will need to register on the Platform as Learners or Instructors.
The Platform uses in-built tools, APIs, and software to enable you to interact with each other. You hereby through this reference, agree not to interact with each other (Instructors and Learners) in any way with the exception of the Platform. You may interact with our Instructors through chat, voice call, and video calls through our Platform. All conversations between the Learners and the Instructors may be recorded and you, hereby through this reference give us permission to record the conversations that may take place between you and the Instructors on our Platform.
4 FOR THE LEARNERS
4.1 Registration. Learners can register on the Platform to gain access to the Platform features such as Online Courses or Online Classes conducted by our Instructors. Registration is done by filling a simple form and submitting your basic details as required in the registration form. Our registration process is subject to change from time to time. The Learner will be able to book a demo Online Class post completion of registration. If the Learner is interested in continuing the Online Classes, they will be able to do so by making payment to us through the Platform using any of the following means including without limitations, credit card, debit card, UPI, wallets like Paytm, etc. Payment modes accepted by us may change from time to time.
4.2 Once the Learner is enrolled in the respective Online Course or Online Classes, Learners shall be given access to the Online Course or Online Classes through any means as may be decided by us from time to time. We may also choose to provide the Learner access to the Online Course or Online Classes by sharing a link via email or WhatsApp.
4.3 Payment. The Learner has the option to pay for each Online Class or subscribe to the Online Classes by selecting the packages as available on the Platform. The Learners can purchase various Online Courses through the Platform (prices mentioned on the Platform) to gain a limited-time access (duration as specified on the Platform) to the Online Courses.
4.4 Curated Online Classes. All Online Classes are curated by us and our Instructors according to the needs and requirements of the Learners. The Online Classes are curated in accordance with the Learner’s university approved syllabus or the respective governing school education boards. In the event a Learner is dissatisfied with the services provided by an Instructor, they may request a refund. Please refer to our Cancellations and Refunds Policy to check if you are eligible for a refund.
4.5 Online Courses. The duration of access to the Online Courses may be limited. The Online Courses may be removed by us from the Platform at any time for any reason without notice to you.
4.6 Learner Content. Throughout your use of the Platform and the Course Content, you may be able to provide content to the Platform by uploading notes and replies, Learner discussions, profile pages, other content and media for social interaction, and written assignments, surveys, questions, hypothetical, examples, etc. (collectively, “Learner Content”).
We do not claim ownership of any Learner Content you may submit or make available for inclusion on the Platform or Course Content. Accordingly, subject to the licence granted to us, the Learner will be the sole and exclusive owner of any and all rights, title, and interest in and to the Learner Content.
With respect to any Learner Content you submit to us or that is otherwise made available to us, you grant us an irrevocable, worldwide, perpetual, royalty-free and non-exclusive licence to use, distribute, reproduce, modify, adapt, publicly perform and publicly display or otherwise exploit such Learner Content on the Platform and/or in the Course Content, with the right to sublicense such rights for any purpose associated with the provision of the Platform and the Course Content. We reserve the right to remove any Learner Content without notice at any time and for any reason.
4.7 Interaction. Learners shall not contact or attempt to contact our Instructors outside of the Platform in any way.
4.8 Links. Learner agrees to not post links to any third-party websites or any other hyperlinks that may redirect other users from our Platform to third-party websites.
4.9 Contact Details. Learners shall not post your contact details which may include without limitation, your phone number, email, address, on any part of our Platform unless otherwise required by us.
4.10 Courtesy. Learners agree to be courteous and refrain from using abusive language towards us or our Instructors.
4.11 Compliance with the Law. Learner agrees to access and use the Platform only for lawful purposes and Learner’s use of the Platform is in no way unlawful or fraudulent and does not have the intention or effect of damaging us or our Instructors either reputationally or financially.
4.12 No Modification. Learner agrees not to alter or modify any part of the Platform. Such actions may lead to suspension or account deletion.
4.13 Access to Platform. Learner agrees not to access the Platform through any technology other than the software (if any) provided by us or enabled via API’s or other generally available third-party web browsers such as Chrome, Firefox, Safari or Internet Explorer;
4.14 Platform Safety. Learner agrees not to knowingly transmit any data or send or submit any content that contains viruses, Trojan horses, worms, time-bombs, key-stroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware. Learner further agrees no to attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer or database connected to the Platform.
4.15 Platform Restrictions. Learner acknowledges and agrees that we may stop (permanently or temporarily) providing the Platform (or any part of the Platform’s content) to the Learner generally for whatever reason, at our sole discretion, without prior notice to you.
4.16 Learner Responsibility. Learner agrees to be solely responsible for (and that we have no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences of that breach (including, but not limited to, any loss or damage which we or any third party may suffer).
4.17 Non-Commercial Use. Learner agrees to completely refrain from sharing the Platform content or use the Platform content for commercial purposes. Additionally, Learner agrees to not transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter,” “bulk messaging,” “auto-messaging,” “spam” or any other similar solicitation.
4.18 Registering on behalf of minors. Learners shall have the option to register on behalf of children who are below 18 years of age.
4.19 Breach Of Terms. We reserve the right to ban the Learner for any reason in case we discover that you have breached the Terms.
Learner hereby through this reference agrees to abide by our Code Of Conducts.
5 FOR OUR INSTRUCTORS
5.1 Registration. To register with us on our Platform the Instructors will need to fill out a form and go through a simple 4-step registration process. The Instructor will need to (including without limits) highlight their experience, education, and subject expertise. Instructors can then choose a time slot for hosting a demo online class which shall be attended by The Agile Coach personnel. If and when the Instructor is approved by The Agile Coach, The Instructor’s profile on the Platform shall become live and visible to the Learners and the Visitors.
5.2 Payments. The Instructors shall be remunerated by The Agile Coach by entering into separate agreements. The share due and payable to the Instructors shall be referred to as “Instructor Share”. For more information on how we calculate the Instructor Share please contact us on [email protected]
Nothing in these Terms shall function in such a manner to entitle the Instructors to any other amounts with the sole exception of the Instructor Share.
5.3 Training. In the event an Instructor is not able to understand how to use the Platform or any of its features, they may contact us at [email protected] We may provide a training session to the Instructor at our sole discretion at a time slot which may be decided by us.
5.4 Punctuality. The Instructor agrees to be punctual and conduct Online Classes during the time slots allotted.
5.5 Online Courses, Online Classes and Doubt Clearing Sessions. The Instructors shall be required to provide Online Classes to the Learners (on the time slots chosen by the Instructor) as well as engage in Doubt Clearing Sessions. The Time slots for Doubt Clearing Sessions may vary from time to time.
5.6 Absence. The Instructor shall inform both The Agile Coach and the Learner at least 12 hours before, in the event that they are unable to conduct an Online Class on a particular time slot. The Instructor may inform The Agile Coach by [email protected]
5.7 Vacation. The Instructor shall inform The Agile Coach (24) twenty-four hours prior to the day(s) when a continuous leave of absence is required.
5.8 Interaction. The Instructors shall not contact or attempt to contact Learners outside of the Platform in any way.
5.9 Communication. The Instructor agrees to keep The Agile Coach informed as to where the Instructor may be reached by telephone or mobile phone without unreasonable delay, in the event of any change in the contact information or otherwise.
5.10 Links. The Instructors agree to not post links to any third-party websites or any other hyperlinks that may redirect users from our Platform to other websites.
5.11 Contact Details. The Instructors shall not post contact details which may include without limitation, phone numbers, email, address, on any part of our Platform unless otherwise required by us.
5.12 Courtesy. The Instructors agree to be courteous and refrain from using abusive language towards us and the Learners.
5.13 License Grant. The Instructors hereby grant us the right to use the content you may submit to us (including live classes) through the Platform or otherwise, in any way throughout the world (“Course Content”). You agree that the Course Content you provide is “work made for hire” and additionally assign any and all intellectual property rights in the content you provide to The Agile Coach. You as the Instructor shall not assert your rights (which may arise) upon the Course Content in any way. The Agile Coach shall have the authority to add captions or otherwise modify Course Content to ensure accessibility.
5.14 Release. The Instructor agrees to hereby give, consent, and forever grant to the The Agile Coach, its representatives, licensees, marketers, and any other related parties or publishers of its promotional materials and their successors and assigns, the right to use, publish and copyright the Course Content, in video and audio format, in whole or part, including alterations, modifications, derivations, and composite thereof, in digital media, films, advertising, and similar such promotions and renditions throughout the world.
5.15 Waiver. The Instructor shall hereby, with this reference, waive their right to take legal action against The Agile Coach, including without limitation, its representatives, licensees, marketers, and any other related parties for the breach of any of the terms mentioned in these Terms. Notwithstanding the foregoing, The Instructor shall in no way have deemed to have waived their right to any legal action resulting from any material breach of the terms, obligations mentioned within this Agreement for which they have ought to have a legal remedy under appropriate law.
5.16 Non-Solicitation. The Instructor hereby agrees not to solicit the Learners in any manner, including without limitation by posting any links on the Platform, which may have the effect of redirecting the Learners and Visitors with access to the Platform, to other websites. The Instructor agrees not to approach Learners for the purpose of avoiding paying any dues, revenues, commissions, royalties to The Agile Coach. The Instructor agrees not to interact with the Learners in any way, with the exception of the Platform.
5.17 Learner refunds. In the event that an Instructor is not able to conduct an Online Class or Online Classes due to any reason, we may be required to issue refunds to the Learner. In such a case the Instructor agrees that we shall deduct such amounts which we may need to refund to Learners from the Instructor Share(s) (as defined in Section 5.2) prior to disbursing the Instructor Share in accordance with the terms of this Agreement.
5.18 Termination. The Agile Coach may terminate our relationship with the Instructor with reason or in the event of breach of these Terms. The Agile Coach may terminate our relationship with the Instructor without reason, so long as 14 day notice is given to the Instructor.
The Instructor hereby through this reference agrees to abide by our Code Of Conducts. 6 LICENSE TO USE
Subject to your compliance with these Terms, we grant you a fully revocable, worldwide, non-exclusive, non-transferable, non-sub-licensable limited right and licence:
6.1 to access, internally use and display the Platform as an individual only at your location solely as necessary to browse and/or participate in the Platform as permitted by these Terms; and
6.2 You must abide by all copyright notices or restrictions contained on the Platform. You may not delete any attributions, legal or proprietary notices on the Platform.
6.3 The Agile Coach shall have the exclusive right to use the Course Content, and other Course Content related materials for the purposes of advertising, publicising, marketing exhibition, and/or other exploitation of the Course Content.
7 NOTICE TO PARENTS AND GUARDIANS.
By granting your child permission to use the Platform, you agree to these Terms of Service on behalf of your child. You are responsible for monitoring and supervising your child's use of the Platform. If your child is using our Platform and is either under 18 or does not have your permission, please contact us immediately so that we can disable his or her access. If you have questions about whether the Platform is appropriate for your child, please contact us using the information provided at the end of this page.
8 SUBSCRIPTION TERMS
8.1 Some features may require you to purchase subscriptions on the Platform. Subscription charges begin on the date your Platform subscription is activated or, if applicable, on the date your free trial period ends, and will be billed to your credit or charge card each month (for monthly subscriptions) or year (for annual subscriptions) thereafter. You acknowledge and agree that you will not receive a bill in the mail for your subscription. We reserve the right to increase subscription rates at any time. Changes to standard subscription rates will be posted on the Platform and you may be informed of such changes through e-mail communications. Increases in subscription rates will apply to existing accounts at the time of their renewal. Reductions in the standard subscription rate will not necessarily be reflected in your renewal subscription rate. If you are subscribing at specially discounted promotional rates may be subject to varying rate increases.
8.2 Termination of Subscription. Either party shall have the right to terminate your subscription at any time by providing notice of termination to the other. In the event of termination of your subscription by either party, you shall have no claims against The Agile Coach or its affiliates. Termination of your subscriptions or free trial automatically terminates your license to use the Subscription Services and any Platform Content, Course Content or other material contained therein.
8.3 Renewals and Cancellations. Your subscription will renew automatically unless you cancel the subscription through the Platform. You must cancel your subscription before it renews in order to avoid billing of subscription fees for the renewal term to your credit card. Instructions on how to cancel your subscription are available in the Platform at
https://academy.theagilecoach.com/accounts/subscriptions. In the event that you cancel your subscription, unless otherwise required by law, subscription fees will not be refunded, applied to another subscription, or transferred to anyone else and are not convertible to cash or other form of credit.
8.4 Credit Cards. You agree that you will provide a major credit (e.g., MasterCard, Visa, American Express) that we may charge for all subscription fees or other amounts payable to The Agile Coach. With respect to such charges, you give the following authorization:
I authorize automatic credit or charge card billing by The Agile Coach. I agree that the charges described above will be billed by The Agile Coach to the credit or charge card that I have provided to The Agile Coach in my Account information, or otherwise when I applied for the Subscription Services. I understand that all fees and charges are non-refundable. I agree that The Agile Coach will not be responsible for any expenses that I may incur resulting from exceeding my credit limit as a result of an automatic charge made under these Terms of Service.
8.5 Account Information. You agree to provide current, complete, and accurate information for your Account in order to receive access to the Subscription Services. You agree to promptly update all Account information to keep your account current, complete, and accurate (such as a change in billing address, credit or charge card number, or credit or charge card expiration date) and you must promptly notify The Agile Coach if your credit or charge card is cancelled (for example, for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your log-in and password. Changes to such information can be made by going to the
https://academy.theagilecoach.com/accounts/subscriptions area on the Platform. If you have any problems making changes to your Account information, please let us know through the contact information provided at the end of this page. If you fail to provide The Agile Coach any of the foregoing information, you agree that we may assume that your credit card is either still valid or that it has been renewed and may continue charging you for the Subscription Services to which you have subscribed, unless you have cancelled your subscription.
9 EXTERNAL SERVICE PURCHASE AND SUBSCRIPTIONS
When making a purchase on the Platform, you may have the option to pay through an External Service, such as with your Apple ID or Google account (“your External Service Account”), and your External Service Account will be charged for the purchase in accordance with the terms disclosed to you at the time of purchase and the general terms applicable to your External Service Account. Some External Services may charge you sales tax, which may change from time to time.
If your External Service Purchase includes an automatically renewing subscription, your External Service Account will continue to be periodically charged for the subscription until you cancel. After your initial subscription commitment period, and again after any subsequent subscription period, the subscription will automatically continue for the price and time period you agreed to when subscribing.
To cancel a subscription: If you do not want your subscription to renew automatically, or if you want to change or terminate your subscription, you must log in to your External Service Account and follow instructions to manage or cancel your subscription, even if you have otherwise deleted your account with us or if you have deleted the Platform from your device.
For example, if you subscribed using your Apple ID, cancellation is handled by Apple, not us. To cancel a purchase made with your Apple ID, go to Settings > iTunes & App Stores > [click on your Apple ID] > View Apple ID > Subscriptions, then find your “The Agile Coach” subscription and follow the instructions to cancel. You can also request assistance at https://getsupport.apple.com.
Similarly, if you subscribed on Google Play, cancellation is handled by Google. To cancel a purchase made through Google Play, launch the Google Play app on your mobile device and go to Menu > My Apps > Subscriptions, then find your “The Agile Coach” subscription and follow the instructions to cancel. You can also request assistance at https://play.google.com. If you cancel a subscription, you may continue to use the cancelled service until the end of your then-current subscription term. The subscription will not be renewed when your then-current term expires.
If you initiate a chargeback or otherwise reverse a payment made with your External Service Account, we may terminate your account immediately in our sole discretion, on the basis that you have determined that you do not want our subscription. In the event that your chargeback or other payment reversal is overturned, please contact us. We will retain all funds charged to your External Service Account until you cancel your subscription through your External Service Account.
10 PERSONAL DATA
12 ACCOUNT REGISTRATION
Some features of the Platform may be available to Visitors without registration. To use our Platform, you need to register for a user account on the Platform. For continuous access to our Platform it is suggested that you provide us with accurate, complete and updated information wherever applicable. Failing to meet the aforesaid condition may result in the suspension of the respective user Account.
You agree not to (1) misrepresent yourself as someone else by selecting or using a username a name, email, or phone number of another person; (2) use, as a username, an offensive, vulgar, or obscene name; (3) use as a username a fictitious name or pseudonym.
You are solely liable and responsible for any activity that occurs on your account. You agree and understand that you shall not share your user account password with anybody or do any such act which promotes unauthorized use of your user account. You shall take all measures to protect your password including but not limited to restricting use of your personal device.
You must notify us immediately on our Platform any change in your eligibility to use the Platform, breach of security, or unauthorized use of your Account. You shall have the ability to delete your Account, either through the Platform or through a request made on our Platform.
You understand and agree that by creating a User account you agree to receive communication concerning marketing emails and SMS from us. You understand and agree that any communication or notification you receive from us electronically shall qualify as a legal notice and meet all the legal notice requirements.
13 INTELLECTUAL PROPERTY
13.1 The Platform contains Intellectual Property of The Agile Coach in the form of content, graphics, videos, audios, text and any other digital content (“Platform Content”). This is an agreement for the use of Platform, and you are not granted a license to any Platform Content under these Terms of Service. Except to the extent that applicable laws prevent us from doing so, you will not, directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Platform; (ii) remove any proprietary notices or labels from the Platform Content; reproduce or copy the Platform Content or any part thereof; (iii) modify, translate, or create derivative works based on the Platform Content; (iv) copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Platform Content; (v) create any derivative product from any of the foregoing; (vi) without our express written permission, introduce automated agents or scripts to the Platform so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the Platform; or (vii) allow third parties to gain access to the Platform, Course Content or to Platform Content in any manner other than as expressly permitted in these Terms.
13.2 You acknowledge and agree that the Platform, the names and logos and all related product and names, design marks and slogans, and all other material comprising the Platform, are the property of The Agile Coach or its affiliates (collectively, the “Marks”). Unless stated otherwise, all Marks are protected as the copyright, trade dress, trademarks and/or other intellectual properties owned by us or by other parties that have licensed their material to us. You are not authorized to use any of the Marks in any advertising, publicity or any other commercial manner without the prior written consent of The Agile Coach. Your use of the Platform confers no title or ownership in the Platform or the Marks and is not a sale of any rights in the Platform or the Marks. All ownership rights remain in The Agile Coach or its third-party suppliers, as the case may be.
13.3 You acknowledge and agree that any comments, ideas and/or reports provided to us (“Feedback”) shall be the property of The Agile Coach and you hereby irrevocably transfer and assign to The Agile Coach such Feedback, and all associated intellectual property rights, provided however that you shall be free to use such Feedback in the ordinary conduct of your business.
13.4 It is our Policy to limit access to our Platform of users who infringe the intellectual property rights of others, as a consequence of which we shall terminate your account. If you find that anything on our Platform infringes any copyright that you own, or control please contact us using the information provided at the end of this page.
14 INTELLECTUAL PROPERTY OF THIRD PARTIES
All other trademarks, registered trademarks, product names and company names or logos used on the Platform are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder.
15 CONTENT OF THIRD PARTIES
We may display content and hyperlinks from third parties through the Platform (“Third-Party Content”). We do not control, endorse, or adopt any Third-Party Content, and We make no representations or warranties of any kind regarding such Third-Party Content, including, without limitation, regarding its accuracy or completeness. You acknowledge and agree that Your interactions with third parties providing Third-Party Content are solely between you and such third parties, and that we are not responsible or liable in any manner for such interactions or Third-Party Content.
16 THIRD PARTY SERVICES.
The services provided by us through the Platform may permit you to link to other websites, services, or resources on the Internet, and other websites, services or resources may contain links to the Platform. Also, Platform Content and Course Content may contain links to other websites, services, or resources on the Internet. When you access third party resources on the Internet, you shall do so at your own risk. These other resources are not controlled by us, and you agree that we shall not be responsible or liable for including but not limited to the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link shall not imply our endorsement or any association in any way between us and their operators. You also agree that we will not be responsible or liable in any case, either directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such website or resource.
We reserve the right to terminate your access to all or any part of the Platform at any point or time, without providing any cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. You may terminate your account if you wish to do so by placing a request through our Platform. Any such termination shall immediately revoke the licenses granted under these Terms, and you shall effectively immediately be prohibited from accessing or using the Platform, Course Content and the Platform Content for any reason. All fees paid hereunder are non-refundable. The provisions of these Terms which by their nature should survive termination shall survive termination, including but not limited to Licenses, warranty disclaimers, ownership provisions, limitations of liability and indemnification
To the maximum extent permissible by applicable law, you hereby absolutely release The Agile Coach and our affiliates from responsibilities including but not limited to, claims, causes of action, liability, expenses, demands, and/or damages (actual and consequential) of all kinds and nature, known and unknown and claims of negligence, that may arise from the use of or inability to use, or in relation to your use of and/or reliance on the Platform, including any disputes which may arise between users and the acts or omissions of third parties.
19 WARRANTY DISCLAIMER.
THE PLATFORM IS PROVIDED TO YOU ON AN “AS IS”, and “AS AVAILABLE” BASIS. THE USE OF THE PLATFORM IS AT THE USER’S SOLE RISK. THE PLATFORM IS PROVIDED TO YOU WITHOUT WARRANTY, REPRESENTATION, OR GUARANTEE OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE OR ACCURACY AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, WITH THE SOLE EXCEPTION OF WARRANTIES (IF ANY) WHICH CANNOT BE EXPRESSLY EXCLUDED UNDER APPLICABLE LAW. THE AGILE COACH, OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES ARE OR WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME, INSTANCE OR LOCATION; (II) ANY DEFECTS MATERIAL OR NOT, OR ERRORS WILL BE CORRECTED; (III) ANY/ALL CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) ANY/ALL INFORMATION IS COMPLETE, ACCURATE, UP-TO-DATE, OR RELIABLE; (V) ANY PARTICULAR SERVICE, CONTENT, OR PRODUCT REFERRED TO IN THE SERVICES IS SAFE, APPROPRIATE, OR EFFECTIVE FOR YOUR AND/OR YOUR CHILDREN; (VI) THAT RESULTS OF USING THE PLATFORM WILL MEET YOUR REQUIREMENTS(VII) THE USE OF THE PLATFORM SHALL COMPLY WITH ANY LAWS, RULES, REGULATIONS, REQUIREMENTS, POLICIES, QUALIFICATIONS, OR BEST PRACTICES, INCLUDING BUT NOT LIMITED TO PRIVACY LAWS, PROFESSIONAL LICENSURE, OR REIMBURSEMENT; (VIII) THE USE OF THE PLATFORM SHALL NOT RESULT IN LEGAL DUTIES OR LIABILITY. WE DO NOT GUARANTEE IN ANY INSTANCE THAT ANY PARTICULAR CONTENT OR MATERIAL SHALL BE MADE AVAILABLE THROUGH THE PLATFORM.
20 YOUR REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant that you will not:
20.1 violate any law, contract, intellectual property, or other third-party right or commit a tort, and that you are solely responsible for Your conduct, while accessing or using the Platform.
20.2 provide false or misleading information to us or our affiliates.
20.3 use the Platform in a manner which may disrupt or inhibit others from accessing or enjoying the Platform fully or partially.
20.4 develop, utilize, or disseminate any software in any manner that could damage, harm, or impair the Platform.
20.5 access or attempt to access any feature or area of the Platform that you are not authorized to access.
20.6 use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access the Platform, extract data or otherwise interfere with or modify the rendering Platform pages or functionality.
20.7 use data collected from our Platform to contact individuals, companies, or other persons or entities.
20.8 use data collected from our Platform for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing).
20.9 use the Platform for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms of Service.
use the Platform or its network to carry out any illegal activities, or deliberately engage in activities designed to adversely affect the performance of the Platform or its network.
21 LEARNER CONTENT REPRESENTATIONS
Learners represent and warrant that:
21.1 you have all necessary rights, licences and/or clearances to provide such Learner Content and permit us to use and publish such Learner Content as provided in Section 4.5 above;
21.2 such Learner Content is accurate and complete to the best of your knowledge and belief;
21.3 as between you and us, you are responsible for the payment of any third-party fees related to the provision, publication and use of such Learner Content; and
21.4 such use and/or publication of your Learner Content does not and will not infringe or misappropriate any third-party rights or constitute a fraudulent statement or misrepresentation.
You acknowledge and agree that, you shall at all times defend, indemnify, and hold harmless us, our affiliates and each of our and our affiliates’ including but not limited to, respective officers, directors, contractors, employees, agents, suppliers, and representatives against all liabilities, claims, fees, costs, penalties or sanctions, losses, expenses, and interest of any nature, including reasonable attorneys’ fees, arising out of or which may relate to: (a) your use or misuse of, or access to, the Platform; (b)your violation of any privacy, professional, ethics, licensing, or consumer protection laws, rules, or regulations; (c) your misuse of anyone’s private, proprietary, or personal data; (d) infringement by you (or any third party using your Account or identity in the Services) of any intellectual property or other right of any person or entity; or (e) otherwise in violation of these Terms in any way. It is our right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall assist and cooperate with us in asserting any available defences at your expense, including reasonable attorneys’ fees incurred by us.
23 LIMITATION OF LIABILITY.
THE AGILE COACH, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, AND OFFICERS SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE, THAT ARISE OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES OR ANY SERVICES, MATERIALS OR ITEMS OBTAINED THROUGH THE PLATFORM OR SUCH OTHER SERVICES.
IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE AGILE COACH, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE GREATER AMOUNT OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID TO THE AGILE COACH FOR THE APPLICABLE SERVICES OR PURCHASES IN THE LAST THREE (3) MONTHS. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
24 COPYRIGHT POLICY
It is our policy that any content included on the Platform or within the Course Content and that infringes, or is likely to infringe, the intellectual property rights of any third party will be removed from the Platform as soon as possible after we are made aware of such infringement or potential infringement.
If you are the owner of intellectual property rights, or are authorised to act on behalf of an owner, or authorised to act under any exclusive right, you should report any alleged infringements of your intellectual property rights taking place on or through the Website by emailing us at [email protected] . We will take whatever action, in our sole discretion, we deem appropriate, including the removal of the challenged content.
25 GOVERNING LAW AND DISPUTE RESOLUTION
The parties agree that the validity, operation, and performance of these Terms shall be governed by and interpreted in accordance with the laws of the state of Texas, of the United States of America applicable therein (notwithstanding conflict of law rules). The Parties do expressly and irrevocably concede to the jurisdiction of courts with respect to any matter or claim, suit, action or proceeding arising under or related to these Terms.
We shall have the right to make modifications or replace any of the Terms, or suspend, change, or discontinue the Platform (including but not limited to, the availability of any feature content, or database,) at any time or instance by posting a notice through the Platform . We may also do so by sending you a notice via email, via the Platform, or by any other means of communication. We reserve the right to impose limits on certain features and services. We may, if required to do so, restrict your access to parts or all of the Platform without notice or liability. We endeavour to try and provide notice of modifications to these Terms. However, you also agree that it is also your responsibility to take reasonable efforts to be aware of such modifications.
When you continue to use the Platform after notification of any modifications to the Terms shall mean acceptance of those modifications, and those modifications shall apply to your continued use of the Platform going forward. Your use of the Platform is subject to the Terms in effect at the time of such use.
27.1 Entire agreement and severability. These Terms are the entire agreement between you and The Agile Coach with regards to the Platform, Platform Content and Course Content. These Terms supersede all prior contemporaneous communications and proposals made (whether oral, written or electronic) between you and us with regards to the Platform. If any provisions mentioned in these Terms are found to be unenforceable or invalid, that particular provision or provisions will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. In the event of 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.
27.2 Relationship of the parties. You and The Agile Coach are independent contractors. These Terms shall not and do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship of any kind between the Parties. You shall not have any authority of any kind to bind us in any respect. Unless expressly stated otherwise in these Terms, there are no third-party beneficiaries to the Terms. We do not have any special relationship with you nor any fiduciary duty.
27.3 Force majeure. We will not be liable in any case for any failure or delay in the performance of our obligations for any reason hereunder if such failure results from: (a) any cause beyond our reasonable control, including but not limited to, mechanical, electronic or communications failure or degradation, denial-of-service attacks, (b) any failure by a third party hosting provider or utility provider, (c) strikes, shortages, riots, fires, acts of God, war, terrorism, pandemics and governmental shut-down and actions.
27.4 Assignment. You agree that these Terms are personal to you, and are not assignable, transferable or sublicensable by you. We reserve the right to assign, transfer or delegate any of our rights and obligations hereunder without obtaining consent.
27.5 Notices. All notices under these Terms shall be in writing unless otherwise specified in these Terms. Notices to us shall be sent by email to
[email protected] You shall ensure written confirmation of receipt for notice to be effective. Notices to you shall be sent to your last known email address (or the email address of your successor, if any) and/or to any email address that would be reasonably likely to provide notice to you, and such notice shall be effective upon transmission.
27.6 No waiver. Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future.
27.7 Interpretation. The headers are provided only to make this agreement easier to read and understand.
You may get in touch with us through our website or the address given below: THE AGILE COACH
Austin TX 78759