These User Terms of Service (the "User Terms") govern your access and use of our online Platform ("The Coaching Cloud Platform") software ("the Coaching Cloud Software") and related services available on our Site (collectively the "Services"). Please read them carefully. Even though you are signing onto an existing Community, these User Terms apply to you as a user of the Services. We are pleased to see you here. The website https://www.coachingcloud.com ("the Site") is owned and operated by Wisdom11 Ltd, which is a UK Limited company registered in England under Company Number 7363602. Our Trading address is 4th Floor, 43 Berkeley Square, London W1J 5AP. Our Registered Office address is 15 Grove Place, Bedford MK40 3JJ. Our VAT number is GB 997 0267 74.
These User Terms are a legally binding contract between you and us. As part of these User Terms, you agree to comply with the most recent version of our Acceptable Use Policy (https://www.coachingcloud.com/acceptable-use), which is incorporated by reference into these User Terms. You confirm that you have read, understand and agree to be bound by the User Terms and the Acceptable Use Policy (https://www.coachingcloud.com/acceptable-use).
An organisation or other third party that we refer to in these User Terms as "Customer" has invited you to a digital space where a group of users may access the Services ("Community") (as further described on the Site). For example, if you are joining a Community created by a coach or mentor, he she is our Customer and he/she is authorising you to join her Community.
Customer has separately agreed to our Customer Terms of Service (https://www.coachingcloud.com/customer-terms) or entered into a written agreement with us (in either case, the "Contract") that permitted Customer to create and configure a Community so that you and others could join (each invitee granted access to the Services, including you, is an "Authorised User"). The Contract contains our commitment to deliver the Services to Customer, who may then invite Authorised Users to join its Community. When an Authorised User (including, you) submits content or information to the Services, such as messages or files ("Customer Data"), you acknowledge and agree that the Customer Data is owned by Customer and the Contract provides Customer with many choices and control over that Customer Data. For example, Customer may provision or deprovision access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign workspaces and assign roles (such as coach, mentor, client, consultant or leader) ("Roles") and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data.
AS BETWEEN US AND CUSTOMER, YOU AGREE THAT IT IS SOLELY CUSTOMER'S RESPONSIBILITY TO (A) INFORM YOU AND ANY AUTHORISED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY AUTHORISED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICES; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE CONTRACT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY AUTHORISED USER RELATING TO OR BASED ON CUSTOMER DATA, THE SERVICES OR CUSTOMER'S FAILURE TO FULFILL THESE OBLIGATIONS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR ANY OTHER LOSS OR DAMAGE RESULTING FROM THE TRANSFER OF DATA OVER COMMUNICATIONS NETWORKS AND FACILITIES, INCLUDING THE INTERNET, AND YOU ACKNOWLEDGE THAT THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATION FACILITIES.
To the extent prohibited by applicable law, the Services are not intended for and should not be used by anyone under the age of sixteen. You represent that you are over the legal age and are the intended recipient of Customer's invitation to the Services. You may not access or use the Services for any purpose if either of the representations in the preceding sentence is not true. Without limiting the foregoing, you must be of legal working age.
To help ensure a safe and productive work environment, all Authorised Users must comply with our Acceptable Use Policy (https://www.coachingcloud.com/acceptable-use) and remain vigilant in reporting inappropriate behaviour or content to Customer and us.
We own and will continue to own our Services, including all related intellectual property rights in and to the Platform and the Software throughout the world for the full duration of all such rights and any renewals and extensions. We may make software components available, via app stores or other channels, as part of the Services. We grant to you a non- sublicensable, non-transferable, non-exclusive, limited license for you to use the object code version of these components, but solely as necessary to use the Services and in accordance with (and limited to the duration of) the Contract and the User Terms. All of our rights not expressly granted by this license are hereby retained.
These User Terms remain effective until Customer's subscription for you expires or terminates, or your access to the Services has been terminated by Customer or us. Please contact Customer if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to these User Terms or the Acceptable Use Policy (https://www.coachingcloud.com/acceptable-use).
If we believe that there is a violation of the Contract, User Terms, the Acceptable Use Policy, or any of our other policies that can simply be remedied by Customer's removal of certain Customer Data or taking other action, we will, in most cases, ask Customer to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling your account) if Customer does not take appropriate action or we believe there is a credible risk of harm to us, the Services, Authorised Users, or any third parties. IN NO EVENT WILL WE HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY BREACH OF THE USER TERMS IS ONE HUNDRED POUNDS STERLING (£100) IN THE AGGREGATE. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT EITHER PARTY'S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF. WE DON'T EXCLUDE LEGAL RESPONSIBILITY FOR DEATH OR PERSONAL INJURY OWING TO OUR NEGLIGENCE, OR LEGAL RESPONSIBILITY FOR FRAUD OR FRAUDEULENT MISREPRESENTATION.
Except as otherwise set forth herein, all notices under the User Terms will be by email, although we may instead choose to provide notice to Authorised Users through the Services. Notices of any kind to CoachingCloud must be sent to firstname.lastname@example.org. A notice will be deemed to have been duly given (a) the day after it is sent, in the case of a notice sent through email; and (b) the same day, in the case of a notice sent through the Services. Notices under the Contract will be delivered solely to Customer in accordance with the terms of that agreement.
We will not be liable by reason of any failure or delay in the performance of our obligations on account of events beyond our reasonable control, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
No failure or delay by either party in exercising any right under the User Terms, including the Acceptable Use Policy (https://www.coachingcloud.com/acceptable-use), will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an Authorised representative of the party being deemed to have granted the waiver.
The User Terms, including the Acceptable Use Policy (https://www.coachingcloud.com/acceptable-use), will be enforced to the fullest extent permitted under applicable law. If any provision of the User Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the User Terms will remain in effect.
You may not assign any of your rights or delegate your obligations under these User Terms, including the Acceptable Use Policy (https://www.coachingcloud.com/acceptable-use), whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these User Terms in their entirety and/or any of our rights and obligations (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets.
The User Terms, including the Acceptable Use Policy (https://www.coachingcloud.com/acceptable-use) and any disputes arising out of or related hereto, will be governed exclusively by the laws of England. The Courts of England and Wales will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the User Terms, including the Acceptable Use Policy (https://www.coachingcloud.com/acceptable-use) - policy), or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts.
The User Terms, including any terms incorporated by reference into the User Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
Please also feel free to contact us if you have any questions about our User Terms of Service. You may contact us at email@example.com