5.12 Solutions, Incorporated (the “Company”) provides the Coachmetrix website (the “Site”) and Services (as defined below), subject to your agreement to abide by the terms and conditions set forth in this agreement (“Agreement”). This Agreement governs the relationship between the Company and you, with respect to your use of the Site. It is important that you carefully read and understand the terms and conditions of this Agreement. By accessing or using the Site, including and without limitation for the purposes of (i) accessing, using, and/or downloading Information (as defined below), (ii) contributing information, data, text, software, audio files, images, or other Information to the Site, or (iii) otherwise using, accessing or purchasing any Services, you agree on your own behalf, and on behalf of any person or entity on whose behalf you may act, to accept and abide by this Agreement. If you do not agree to these terms and conditions, please do not use the Site or any of the Services or Information.
We reserve the right at any time to:
change the terms and conditions of this Agreement; change the Site, including eliminating or discontinuing any Information or Services or other feature of the Site; change any prices, fees and charges associated with the Site, Information or Services; or deny or terminate your use of and/or access to the Site.
Any changes we make will be effective immediately upon our making such change(s) available on the Site or otherwise providing notice thereof. You agree that by entering, re-entering, or continuing to use the Site thereafter you accept such change(s). Be sure to return to this page periodically to ensure familiarity with the most current version of this Agreement.
1. Services and Information Provided in Connection with the Site
Please note that any services made available on, by or through the Site (collectively, the “Services”), as well as any information provided on, by or through the Site or as part of or in connection with the Services or otherwise, including but not limited to data, text, software, images, audio and video clips, links and references (collectively, the “Information”), are provided for personal purposes only. You acknowledge and agree that the Information and Services are owned by the Company, its business partners, suppliers and/or licensors, as applicable, and are protected by intellectual property laws. You must retain all trademark, copyright and other proprietary notices on downloaded or printed Information, and any such downloads or copies are subject to the terms and conditions of this Agreement and shall remain the property of the Company and/or its licensors and/or suppliers. You should be aware that the Information and Services may be outdated and may contain errors, omissions, and inaccuracies (including errors, omissions and inaccuracies that result from inaccurate, outdated and/or incomplete information provided by you).
2. Limited Permitted Use of Information and Services
The use of the Site and the Information, and the provision of Services to you, is conditioned on your acceptance of any license agreement and/or other additional terms and conditions that are presented or provided in connection with any such Information or Services, including agreements of third parties. By acquiring or using such Information or Services, you agree to such terms and conditions. You may not download, copy or use any of the Information except as expressly authorized by this Agreement and, in any event, you may not distribute, modify, transmit or publicly display the Information without the written consent of the Company or, if so indicated in writing by the Company, its licensors or suppliers. You understand and agree that you may not authorize, encourage or allow any Information used or obtained by you to be reproduced, modified, displayed, performed, transferred, distributed or otherwise used by any other party, and you agree that you will take all reasonable steps to prevent any unauthorized reproduction and/or other use of them. You agree to advise the Company promptly of any such unauthorized use(s). You acknowledge and agree that the Company reserves the right to, and may retain or delete the information, music, photos, text and other materials that you submit, at any time, in its sole discretion.
3. Creating an Account
3.1 In order to use the features or functionality offered within the Site, you will be required to create a user account. When you create a user account within the Site, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by our registration form and (b) maintain and update your information to keep it accurate, current and complete. You acknowledge that, if any information provided by you is untrue, inaccurate, not current or incomplete, we reserve the right to terminate this Agreement and your use of the Site. You understand that any information you provide will be treated by the Company in the manner described in our Privacy Policies.
3.2 As part of the process of creating an account, you may be asked to select a username and password. We may refuse to grant you a username that impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights law, is vulgar, disrespectful, or otherwise offensive, or may cause confusion, as determined by us, in our sole discretion. You will be responsible for the confidentiality and use of your password and agree not to transfer or resell your use of or access to the Site to any third party. You should never disclose your password to anyone else. If you have reason to believe that your account with us is no longer secure, you must immediately notify us of the problem by emailing us at firstname.lastname@example.org. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT.
4. Contributed Content
4.1 By submitting, sending, posting, displaying, performing and/or otherwise distributing text, audio files, photographs or other media (“Contributed Content”) to the Company or the Site, you hereby grant us and our designees a worldwide, non-exclusive, sublicensable (through one or more tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through one or more tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Contributed Content in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation and without an obligation to report to the provider of the Contributed Content, and waive all moral rights (including any rights to attribution) that you may have in such Contributed Content.
4.2 You represent and warrant to the Company that (a) the Contributed Content does not and will not infringe any rights of any third party, and that the Contributed Content does not and will not libel, defame, or invade the rights (including, without limitation, the right of privacy or publicity) of any third party; (b) all obligations relating to the Contributed Content have been satisfied, including, without limitation, those with and relating to artists and personnel, licenses, and laboratory and other contracts; (c) you have the right to enter into this Agreement and to grant the rights granted or agreed to be granted hereunder; and (d) you have made all necessary payments (and no additional payments are required to be made) to any and all guilds, unions, performing rights societies, bodies and/or groups representing actors, writers, directors, composers, musicians, artists, and other persons who participated in the production of the Contributed Content.
4.3 We have no obligation to monitor the Site or any Contributed Content, postings or other materials that you or other third parties transmit, contribute or post on the Site. You acknowledge and agree that we have the right (but not the obligation) to monitor the Site and the materials you transmit or post; to alter or remove any such materials; to disclose such materials and the circumstances surrounding their transmission to any third party in order to operate the Site properly; to protect ourselves, our sponsors and our members and visitors; and to comply with legal obligations or government requests. The information and opinions posted in materials on the Site are not necessarily those of the Company or its affiliates, and the Company makes no representations or warranties regarding such posted materials. We neither endorse nor are responsible for messages or statements, or for any opinion, advice, information or other utterance made or displayed on the Site by third parties, whether such third parties are visitors to the Site, members of the Site or others. We are not responsible for any errors or omissions in articles or postings, for hyperlinks embedded in messages or for any results obtained from the use of such information. Under no circumstances will we or our suppliers or agents be liable for any loss or damage caused by your reliance on such information obtained through the Site.
5. Code of Conduct
When using the Site, Information or Services, you agree to comply with all applicable laws, rules and regulations. Additionally, you agree not to:
5.1 restrict or inhibit any other visitor from using the Site, including, without limitation, by means of “hacking” or defacing any portion of the Site;
5.2 contribute (a) any content or information that is unlawful, fraudulent, deceptive, threatening, abusive, vulgar, derogatory, sexist, racist, hateful, harassing, libelous, defamatory, obscene, indecent, pornographic, sexually explicit, blasphemous, harmful, invasive of the privacy rights of others, or otherwise objectionable, or infringes our or any third party’s intellectual property or other rights; (b) any material, non-public information about companies without the authorization to do so; (c) any trade secret of any third party; or (d) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication (except as otherwise expressly permitted by us);
5.3 upload any material that contains any virus, worm or other files, scripts or programs designed to damage or allow unauthorized access to the Services or Site;
5.4 use the Site, Information or Services in any manner that is unlawful, including accessing the Site, Services and/or Information from any location where such access may be illegal or otherwise prohibited;
5.5 modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Site or Information;
5.6 remove any copyright, trademark or other proprietary rights notices contained in or on the Information, Site or Services;
5.7 harvest or collect information about Site visitors or members without their express consent.
6. Ownership and Restrictions
6.1 The Site is owned and operated by the Company in conjunction with others pursuant to contractual arrangements, and the Information and Services (and any intellectual property and other rights relating thereto) are and will remain the property of the Company and its licensors and suppliers. The Information and Services are protected by U.S. and international copyright, trademark and other laws, and you acknowledge that these rights are valid and enforceable. Except as set forth in this Agreement, you may not copy, reproduce, modify, adapt, translate, republish, upload, post, transmit, distribute, sub-license, sell, reverse engineer, decompile or disassemble any part of the Site or any Service or Information without our prior written permission. The Information, Site and Services may be used solely (a) to the extent permitted in this Agreement or (b) as expressly authorized in writing by the Company or, if so indicated in writing by the Company, its licensors or suppliers. Use of the Site or any Services or Information for any other purpose is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Site or any Services or Information.
6.2 The trademarks, logos, and service marks displayed on the Site (collectively the “Trademarks”) are the registered and unregistered trademarks of the Company, our licensors and suppliers, and others. Nothing contained in the Site should be construed as granting, by implication, estoppel or otherwise, any license, assignment, transfer or right to use any Trademark without the express written permission of the Company, our licensors or suppliers, or the third party owner of any such Trademark and use of the Trademarks is expressly prohibited.
7. Claims of Copyright Infringement
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials included within, or contributed to, the Site infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located in the Site are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow the Company to locate the material in the Site; (d) the name, address, telephone number and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send the Company a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright for details. Notices and counter-notices with respect to the Site should be sent to:
by mail to: Copyright Designated Agent
℅ 5.12 SOLUTIONS, INCORPORATED
3550 Frontier Ave
Boulder, CO 80301
by email to: email@example.com
We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
This Agreement shall remain effective until terminated in accordance with its terms. We reserve the right to immediately terminate this Agreement, and/or your access to and use of the Site, or any portion thereof, at any time and for any reason, with or without cause. Upon termination of this Agreement by either party, your right to use the Site shall immediately cease, and you shall destroy all copies of information that you have obtained from the Site, whether made under the terms of this Agreement or otherwise. All disclaimers and all limitations of liability and all the Company rights of ownership shall survive any termination.
9.1 TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW: (A) THE SITE (INCLUDING ALL INFORMATION) AND THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED; AND (B) THE COMPANY AND ITS AFFILIATES, AGENTS, SERVICE PROVIDERS, EMPLOYEES, OFFICERS, DIRECTORS, CONSULTANTS, REPRESENTATIVES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, “THE COMPANY’S REPRESENTATIVES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, MERCHANTABILITY, QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ANY WARRANTIES THAT THE INFORMATION AND THE SITE IS CURRENT AND/OR UP-TO-DATE. THE COMPANY AND THE COMPANY’S REPRESENTATIVES DO NOT WARRANT THAT THE INFORMATION, APPLICATION OR SERVICES, NOR YOUR USE OF THE FOREGOING, WILL BE COMPLETE, ACCURATE, CURRENT, RELIABLE, UNINTERRUPTED, ERROR-FREE OR SECURE, NOR THAT DEFECTS WILL BE CORRECTED, NOR THAT THE SITE OR THE SERVER(S) ON WHICH THE APPLICATION IS HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE HARDWARE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE SITE, AND ALL CHARGES RELATED THERETO. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE APPLICATION AND/OR SERVICES AND/OR INFORMATION AND YOUR RELIANCE THEREON. NO OPINION, ADVICE OR STATEMENT OF THE COMPANY OR ANY OF THE COMPANY’S REPRESENTATIVES, WHETHER MADE ON OR IN CONNECTION WITH THE SITE OR SERVICES OR INFORMATION SHALL CREATE ANY WARRANTY.
9.2 Some states and provinces do not allow the disclaimer of implied warranties of merchantability and fitness for a particular purpose, so the above disclaimers or exclusions may not apply to you. In the event that applicable law imposes implied warranties on the Site, Services, or Information notwithstanding the foregoing, such implied warranties shall not have a duration greater than one year from the relevant purchase or access date; shall terminate automatically at the end of such period; and shall be disclaimed and excluded to the fullest extent permitted by law.
9.3 THE COMPANY AND THE COMPANY’S REPRESENTATIVES ARE UNDER NO OBLIGATION TO VERIFY THE IDENTITY OF USERS OF THE SITE, SERVICES AND/OR INFORMATION. THE COMPANY AND THE COMPANY’S REPRESENTATIVES DO NOT CONTROL THE MATERIALS POSTED OR SUBMITTED TO THE SITE AND/OR THE SERVICES BY PERSONS OTHER THAN THEMSELVES AND DO NOT MONITOR, SCREEN, POLICE OR EDIT THOSE MATERIALS FOR COMPLIANCE WITH APPLICABLE LAWS OR THESE TERMS AND CONDITIONS. YOU MAY FIND SOME OF THE MATERIALS POSTED BY OTHER USERS TO BE OFFENSIVE, HARMFUL, INACCURATE OR DECEPTIVE. YOU SHOULD USE CAUTION AND COMMON SENSE WHEN USING THE SITE, SERVICES OR INFORMATION.
9.4 THROUGH YOUR USE OF THE SITE, SERVICES AND/OR INFORMATION, YOU MAY HAVE THE OPPORTUNITY TO ENGAGE IN COMMERCIAL TRANSACTIONS WITH THIRD PARTIES. ALL SUCH TRANSACTIONS ARE AT YOUR OWN RISK. THE COMPANY’S REPRESENTATIVES ARE NOT PARTIES TO ANY SUCH TRANSACTIONS AND DISCLAIM ANY AND ALL LIABILITY REGARDING ALL SUCH TRANSACTIONS.
9.5 A possibility exists that unauthorized alterations could be made by third parties to the Information, Site and/or Services. In the event that a situation arises in which the completeness or correctness of the Site, Information or Services is in question, please contact us at firstname.lastname@example.org with, if possible, a description and location of the material to be checked, as well as information sufficient to enable us to contact you.
9.6 YOU MAY ALSO HAVE OTHER RIGHTS UNDER APPLICABLE LAW WHICH VARY FROM STATE TO STATE.
10. Limitation of Liability
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, NEITHER THE COMPANY NOR ANY OF THE COMPANY’S REPRESENTATIVES, NOR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES OR LIABILITIES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO THE SITE, INFORMATION, SERVICES AND/OR ANY LINKED SITE, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES. YOUR SOLE REMEDY WITH RESPECT TO THE SITE, INFORMATION, SERVICES, OR ANY LINKED SITE IS TO STOP USING THE SITE, INFORMATION, SERVICES, OR LINKED SITE, AS APPLICABLE. THE COMPANY’S SOLE AND EXCLUSIVE MAXIMUM LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE ARISING OUT OF OR RELATING IN ANY MANNER TO THE SITE, INFORMATION AND/OR SERVICES, SHALL BE THE TOTAL AMOUNT PAID BY YOU FOR USE OF THE SITE, INFORMATION AND/OR SERVICES. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
You agree to fully indemnify, defend and hold the Company, any of the Company’s Representatives, and their directors, officers, employees, consultants and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees) and other expenses that arise directly or indirectly out of or from (a) your breach of this Agreement, (b) any allegation that any Contributed Content or other materials you submit to us or transmit to the Site infringe or otherwise violate the copyright, patent, trademark, trade secret or other intellectual property or other rights of any third party, and/or (c) your activities in connection with the Site.
12. Jurisdictional Issues
The Information, Site and Services are solely directed to individuals residing in the United States or Canada; and no individual located outside the United States or Canada shall have any right to access or use this Site or obtain any of the Services or Information at any time. We make no representation that the Information, Site or Services are appropriate or available for use in other locations. Those who choose to access the Site from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable.
13. Ability To Contract
You affirm that you are at least 18 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
14. Contacting the Company Regarding the Site
Should you have any questions, comments or complaints regarding this Agreement or the Site, please contact us at:
3550 Frontier Ave
Boulder, CO 80301